<SUBMISSION>
<ACCESSION-NUMBER>0000950109-01-503305
<TYPE>SC TO-T
<PUBLIC-DOCUMENT-COUNT>19
<FILING-DATE>20010831
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>CAREER HOLDINGS INC
<CIK>0001119598
<ASSIGNED-SIC>
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-T
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>435 N MICHIGAN
<CITY>CHICAGO
<STATE>IL
<ZIP>60611
</BUSINESS-ADDRESS>
</FILED-BY>
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>HEADHUNTER NET INC
<CIK>0001065984
<ASSIGNED-SIC>7310
<IRS-NUMBER>582403177
<STATE-OF-INCORPORATION>GA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-T
<ACT>34
<FILE-NUMBER>005-57125
<FILM-NUMBER>1729642
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>333 RESEARCH COURT
<STREET2>STE 200
<CITY>NORCROSS
<STATE>GA
<ZIP>30092
<PHONE>7703009272
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>6410 ATLANTIC BLVD
<STREET2>STE 160
<CITY>NORCROSS
<STATE>GA
<ZIP>30071
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<DOCUMENT>
<TYPE>SC TO-T
<SEQUENCE>1
<FILENAME>dsctot.txt
<DESCRIPTION>SCHEDULE TO
<TEXT>
<PAGE>


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

--------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                               -----------------
                                  SCHEDULE TO
                                (RULE 14d-100)
                            TENDER OFFER STATEMENT
                           Under Section 14 (d) (1)
         or Section 13 (e) (1) of the Securities Exchange Act of 1934
                               -----------------
                             HEADHUNTER.NET, INC.
                      (Name of Subject Company (Issuer))
                              CB MERGER SUB, INC.
                             CAREER HOLDINGS, INC.
                     (Names of Filing Persons (Offerors))
                    COMMON STOCK, PAR VALUE $.01 PER SHARE
(including the Associated Junior Participating Preferred Stock Purchase Rights)
                       (Title of Classes of Securities)
                               -----------------
                                   422077107
                     (CUSIP Number of Class of Securities)
                               -----------------
                                James A. Tholen
                             Career Holdings, Inc.
                           10790 Parkridge Boulevard
                                   Suite 200
                            Reston, Virginia 20191
                           Telephone: (703) 259-5500
(Name, address and telephone number of person authorized to receive notices and
                  communications on behalf of filing persons)
                                   Copy to:
                             Donald L. Toker, Jr.
                               Hale and Dorr LLP
                              11951 Freedom Drive
                                  Suite 1400
                            Reston, Virginia 20190
                           Telephone: (703) 654-7000

                           CALCULATION OF FILING FEE
<TABLE>
      <C>                     <S>          <C>                     <C>
      Transaction Valuation*: $206,124,816 Amount of Filing Fee**: $41,225
</TABLE>
--------
*  Estimated for purposes of calculating the amount of the filing fee only.
   This calculation assumes (i) the purchase of 20,407,872 shares of common
   stock, par value $.01 per share, of HeadHunter.NET, Inc. (the "Common
   Stock"), including the associated junior participating preferred stock
   purchase rights (with the Common Stock, the "Shares"), at a price per share
   of $9.25 in cash, (ii) cash payments made with respect to 2,427,765 options
   with an average exercise price of $5.89 per share and (iii) cash payments
   made with respect to 827,226 warrants with an average exercise price of
   $3.69 per share. The cash payments made with respect to each of the options
   and the warrants represents the difference between the exercise price of the
   option or warrant and $9.25. The number of Shares, options and warrants
   described in items (i), (ii) and (iii) represent all of the outstanding
   Shares and all options and warrants with an exercise price of less than
   $9.25 per share of HeadHunter.NET, Inc. as of August 28, 2001.
** The amount of the filing fee, calculated in accordance with Rule 0-11 of the
   Securities Exchange Act of 1934, as amended, equals  1/50/th/ of one percent
   of the value of the transaction.
[_]Check the box if any part of the fee is offset as provided by Rule
   0-11(a)(2) and identify the filing with which the offsetting fee was
   previously paid. Identify the previous filing by registration statement
   number, or the Form or Schedule and the date of its filing.
<TABLE>
  <C>                             <S>            <C>           <C>
     Amount Previously Paid:      None           Filing Party: Not applicable
     Form or Registration No.:    Not applicable Dated Filed:  Not applicable
</TABLE>
[_]Check the box if the filing relates solely to preliminary communications
   made before the commencement of a tender offer.
   Check the appropriate boxes below to designate any transactions to which the
statement relates:
    [X]third-party tender offer subject to Rule 14d-1.
    [_]issuer tender offer subject to Rule 13e-4.
    [_]going-private transaction subject to Rule 13e-3.
    [_]amendment to Schedule 13D under Rule 13d-2.
   Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]

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

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

<PAGE>

   This Tender Offer Statement on Schedule TO relates to the third-party tender
offer by CB Merger Sub, Inc., a Georgia corporation ("Purchaser") and a wholly
owned subsidiary of Career Holdings, Inc., a Delaware corporation ("Career
Holdings"), to purchase all of the issued and outstanding shares of common
stock, par value $.01 per share (the "Company Common Stock"), of
HeadHunter.NET, Inc., a Georgia corporation (the "Company"), including the
associated junior participating preferred stock purchase rights (the "Rights"
and, together with the Company Common Stock, the "Shares") issued pursuant to a
Shareholder Protection Rights Agreement, dated as of April 15, 2000, between
the Company and American Stock Transfer & Trust Company, as amended by
Amendment No. 1 to the Shareholder Protection Rights Agreement, dated as of
February 27, 2001, and by Amendment No. 2 to the Shareholder Protection Rights
Agreement, dated as of August 24, 2001, at a purchase price of $9.25 per Share,
net to the seller in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated August 31, 2001 (the
"Offer to Purchase"), a copy of which is attached hereto as Exhibit (a)(1)(A),
and in the related Letter of Transmittal (the "Letter of Transmittal"), a copy
of which is attached hereto as Exhibit (a)(1)(B) (which, together with the
Offer to Purchase, as amended or supplemented from time to time, constitute the
"Offer"). The information set forth in the Offer to Purchase, including all
schedules and annexes thereto, is hereby expressly incorporated herein by
reference in response to all items of this Schedule TO, except as otherwise set
forth below.

Item 1. Summary Term Sheet

   The information set forth under "Summary Term Sheet" in the Offer to
Purchase is incorporated herein by reference.

Item 2. Subject Company Information

   (a) The name of the subject company is HeadHunter.NET, Inc., a Georgia
corporation. The Company's executive offices are located at 333 Research Court,
Suite 200, Norcross, Georgia 30092, telephone: (770) 349-2400.

   (b) The class of securities to which this statement relates is the common
stock, par value $.01 per share, of the Company (the "Company Common Stock"),
including the associated junior participating preferred stock purchase rights
(the "Rights" and, together with the Company Common Stock, the "Shares") issued
pursuant to a Shareholder Protection Rights Agreement, dated as of April 15,
2000, between the Company and American Stock Transfer & Trust Company, as
amended by Amendment No. 1 to the Shareholder Protection Rights Agreement,
dated as of February 27, 2001, and by Amendment No. 2 to the Shareholder
Protection Rights Agreement, dated as of August 24, 2001. The information set
forth under "Introduction" in the Offer to Purchase is incorporated herein by
reference.

   (c) The information concerning the principal market in which the Shares are
traded and certain high and low sales prices for the Shares in such principal
market set forth in Section 6 ("Price Range of the Shares") in the Offer to
Purchase is incorporated herein by reference.

Item 3. Identity and Background of Filing Persons

   (a) This Tender Offer Statement is filed by Career Holdings and Purchaser.
The information set forth in Section 9 ("Certain Information Concerning Career
Holdings and CB Merger Sub, Inc.") in the Offer to Purchase and on Schedule I
thereto is incorporated herein by reference.

                                      2

<PAGE>

   (b) The information set forth in Section 9 ("Certain Information Concerning
Career Holdings and CB Merger Sub, Inc.") in the Offer to Purchase and on
Schedule I thereto is incorporated herein by reference.

   (c) The information set forth in Section 9 ("Certain Information Concerning
Career Holdings and CB Merger Sub, Inc.") in the Offer to Purchase and on
Schedule I thereto is incorporated herein by reference. During the last five
years, none of Purchaser, Career Holdings, Knight Ridder Digital, a stockholder
of Career Holdings, Tribune Company, a stockholder of Career Holdings, or, to
the best knowledge of Purchaser and Career Holdings, any of the persons listed
on Schedule I to the Offer to Purchase (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a
party to any judicial or administrative proceeding (except for matters that
were dismissed without sanction or settlement) that resulted in a judgment,
decree or final order enjoining the person from future violations of, or
prohibiting activities subject to, federal or state or securities laws, or a
finding of any violation of such laws.

Item 4. Terms of the Transaction

   (a)(1)(i)-(viii), (xii) and (a)(2)(i)-(iv), (vii) The information set forth
in the Offer to Purchase is incorporated herein by reference.

   (a)(1)(ix)-(xi) and (a)(2)(v)-(vi) Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

   (a) Except as disclosed in Item 5(b), during the past two years, there have
been no transactions that would be required to be disclosed under this Item
5(a) between any of Purchaser or Career Holdings, or, to the best knowledge of
Purchaser and Career Holdings, any of the persons listed on Schedule I to the
Offer to Purchase, and the Company or any of its executive officers, directors
or affiliates.

   (b) The information set forth under "Introduction," Section 11 ("Background
of the Offer; Contacts with Headhunter"), and Section 12 ("The Merger
Agreement; The Stockholder Agreements") in the Offer to Purchase is
incorporated herein by reference.

Item 6. Purpose of the Transaction and Plans or Proposals

   (a), (c)(1-7) The information set forth under "Introduction," Section 11
("Background of the Offer; Contacts with Headhunter"), Section 13 ("Purpose of
the Offer; Plans for Headhunter"), Section 12 ("The Merger Agreement; The
Stockholder Agreements"), Section 7 ("Possible Effects of the Offer on the
Market for the Shares; Nasdaq Listing; Exchange Act Registration; Margin
Regulations") and Section 14 ("Dividends and Distributions") in the Offer to
Purchase is incorporated herein by reference.


                                      3

<PAGE>

Item 7. Source and Amount of Funds or Other Consideration

   (a), (b) and (d) The information set forth under Section 10 ("Source and
Amount of Funds") in the Offer to Purchase is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company

   The information set forth under Section 12 ("The Merger Agreement; The
Stockholder Agreements") in the Offer to Purchase is incorporated herein by
reference.

Item 9. Persons/Assets Retained, Employed, Compensated or Used

   The information set forth under "Introduction" and Section 17 ("Fees and
Expenses") in the Offer to Purchase is incorporated herein by reference.

Item 10. Financial Statements

   Not applicable.

Item 11. Additional Information

   (a) The information set forth in Section 12 ("The Merger Agreement; The
Stockholder Agreements"), Section 13 ("Purpose of the Offer; Plans for
Headhunter") and Section 16 ("Legal Matters; Required Regulatory Approvals") in
the Offer to Purchase is incorporated herein by reference.

   (b) The information set forth in the Offer to Purchase and Letter of
Transmittal is incorporated herein by reference.

Item 12. Exhibits

(a)(1)(A)Offer to Purchase dated August 31, 2001.

(a)(1)(B)Letter of Transmittal.

(a)(1)(C)Notice of Guaranteed Delivery.

(a)(1)(D)Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
         Other Nominees.

(a)(1)(E)Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
         Companies and Other Nominees.

(a)(1)(F)Guidelines for Certification of Taxpayer Identification Number on
         Substitute Form W-9.

(a)(5)(A)Form of Summary Advertisement in The Wall Street Journal as published
         on August 31, 2001.

                                      4

<PAGE>

(a)(5)(B)Press release issued by CareerBuilder, Inc., Tribune Company, Knight
         Ridder, Inc. and HeadHunter.NET, Inc. dated August 24, 2001
         (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO-C
         of Career Holdings, Inc. and CB Merger Sub, Inc. dated August 24,
         2001).

(a)(5)(C)Text of conference call held by CareerBuilder, Inc., Tribune Company
         and Knight Ridder, Inc. dated August 24, 2001(incorporated by
         reference to Exhibit (a)(1)(B) to the Schedule TO-C of Career
         Holdings, Inc. and CB Merger Sub, Inc. dated August 24, 2001).

(a)(5)(D)Text of press release issued by Career Holdings, Inc. dated August 31,
         2001.

(b)      None.

(d)(1)   Agreement and Plan of Merger, dated as of August 24, 2001, by and among
         Career Holdings, Inc., CB Merger Sub, Inc. and HeadHunter.NET, Inc.

(d)(2)   Investment Agreement, dated as of August 24, 2001, among Career
         Holdings, Inc., Tribune Company and Knight Ridder Digital.

(d)(3)   Confidentiality Agreement, dated as of August 6, 2001, between
         CareerBuilder, Inc. and HeadHunter.NET, Inc.

(d)(4)   Stockholder Agreement, dated as of August 24, 2001, entered into among
         Career Holdings, Inc., CB Merger Sub, Inc. and William H. Scott, III.

(d)(5)   Stockholder Agreement, dated as of August 24, 2001, entered into among
         Career Holdings, Inc., CB Merger Sub, Inc. and Burton B. Goldstein, Jr.

(d)(6)   Stockholder Agreement, dated as of August 24, 2001, entered into among
         Career Holdings, Inc., CB Merger Sub, Inc. and Robert M. Montgomery.

(d)(7)   Stockholder Agreement, dated as of August 24, 2001, entered into among
         Career Holdings, Inc., CB Merger Sub, Inc. and Michael G. Misikoff.

(d)(8)   Stockholder Agreement, dated as of August 24, 2001, entered into among
         Career Holdings, Inc., CB Merger Sub, Inc. and J. Douglas Cox.

(d)(9)   Stockholder Agreement, dated as of August 24, 2001, entered into among
         Career Holdings, Inc., CB Merger Sub, Inc. and Kimberley E. Thompson.

(d)(10)  Stockholder Agreement, dated as of August 24, 2001, entered into among
         Career Holdings, Inc., CB Merger Sub, Inc. and ITC Holding Company,
         Inc.

(g)      None.

(h)      None.

                                      5

<PAGE>

                                   SIGNATURE

   After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.

                                          CAREER HOLDINGS, INC.

Date: August 31, 2001                     By:       /s/ James A. Tholen
                                             ----------------------------------
                                          Name:             James A. Tholen
                                          Title:             Vice President

                                          CB MERGER SUB, INC.

Date: August 31, 2001                     By:       /s/ James A. Tholen
                                             ----------------------------------
                                          Name:             James A. Tholen
                                          Title:                  President

                                      6

<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 Exhibit
   No.                                             Description
   ---                                             -----------
<C>       <S>
(a)(1)(A) Offer to Purchase dated August 31, 2001.

(a)(1)(B) Letter of Transmittal.

(a)(1)(C) Notice of Guaranteed Delivery.

(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other
          Nominees.

(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

(a)(5)(A) Form of Summary Advertisement in The Wall Street Journal as published on August 31, 2001.

(a)(5)(B) Press release issued by CareerBuilder, Inc., Tribune Company, Knight Ridder, Inc. and
          HeadHunter.NET, Inc. dated August 24, 2001 (incorporated by reference to Exhibit (a)(1)(A) to
          the Schedule TO-C of Career Holdings, Inc. and CB Merger Sub, Inc. dated August 24, 2001).

(a)(5)(C) Text of conference call held by CareerBuilder, Inc., Tribune Company and Knight Ridder, Inc.
          dated August 24, 2001 (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO-C of
          Career Holdings, Inc. and CB Merger Sub, Inc. dated August 24, 2001).

(a)(5)(D) Text of press release issued by Career Holdings, Inc. dated August 31, 2001.

(b)       None.

(d)(1)    Agreement and Plan of Merger, dated as of August 24, 2001, by and among Career Holdings, Inc,
          CB Merger Sub, Inc. and HeadHunter.NET, Inc.

(d)(2)    Investment Agreement, dated as of August 24, 2001, among Career Holdings, Inc., Tribune
          Company and Knight Ridder Digital.

(d)(3)    Confidentiality Agreement, dated as of August 6, 2001, between CareerBuilder, Inc. and
          HeadHunter.NET, Inc.

(d)(4)    Stockholder Agreement, dated as of August 24, 2001, entered into among Career Holdings, Inc.,
          CB Merger Sub, Inc. and William H. Scott, III.

(d)(5)    Stockholder Agreement, dated as of August 24, 2001, entered into among Career Holdings, Inc.,
          CB Merger Sub, Inc. and Burton B. Goldstein, Jr.

(d)(6)    Stockholder Agreement, dated as of August 24, 2001, entered into among Career Holdings, Inc.,
          CB Merger Sub, Inc. and Robert M. Montgomery.

(d)(7)    Stockholder Agreement, dated as of August 24, 2001, entered into among Career Holdings, Inc.,
          CB Merger Sub, Inc. and Michael G. Misikoff.

(d)(8)    Stockholder Agreement, dated as of August 24, 2001, entered into among Career Holdings, Inc.,
          CB Merger Sub, Inc. and J. Douglas Cox.

(d)(9)    Stockholder Agreement, dated as of August 24, 2001, entered into among Career Holdings, Inc.,
          CB Merger Sub, Inc. and Kimberley E. Thompson.

(d)(10)   Stockholder Agreement, dated as of August 24, 2001, entered into among Career Holdings, Inc.,
          CB Merger Sub, Inc. and ITC Holding Company, Inc.

(g)       None.

(h)       None.
</TABLE>

                                      7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(1)(A)
<SEQUENCE>3
<FILENAME>dex99a1a.txt
<DESCRIPTION>OFFER TO PURCHASE
<TEXT>
<PAGE>

                                                               Exhibit (a)(1)(A)
                          Offer to Purchase for Cash

                    All Outstanding Shares of Common Stock
(including the Associated Junior Participating Preferred Stock Purchase Rights)

                                      of

                             HeadHunter.NET, Inc.

                                      at

                          $9.25 Net Per Share In Cash

                                      by

                             CB Merger Sub, Inc.,
                         a wholly owned subsidiary of

                             Career Holdings, Inc.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
       TIME, ON FRIDAY, SEPTEMBER 28, 2001, UNLESS THE OFFER IS EXTENDED

   THE OFFER IS BEING MADE PURSUANT TO AN AGREEMENT AND PLAN OF MERGER, DATED
AS OF AUGUST 24, 2001 (THE "MERGER AGREEMENT"), AMONG CAREER HOLDINGS, INC.
("CAREER HOLDINGS"), HEADHUNTER.NET, INC. ("HEADHUNTER") AND CB MERGER SUB,
INC. ("PURCHASER"), A WHOLLY OWNED SUBSIDIARY OF CAREER HOLDINGS. THE BOARD OF
DIRECTORS OF HEADHUNTER HAS DETERMINED THAT THE MERGER AGREEMENT, THE OFFER AND
THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, HEADHUNTER'S
SHAREHOLDERS, HAS APPROVED THE OFFER AND THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY AND RECOMMENDS THAT HEADHUNTER'S SHAREHOLDERS
ACCEPT THE OFFER AND TENDER THEIR SHARES (AS DEFINED HEREIN) PURSUANT TO THE
OFFER.

   THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER, SUCH NUMBER OF
SHARES THAT WOULD CONSTITUTE AT LEAST A MAJORITY OF THE SHARES THAT IN THE
AGGREGATE ARE OUTSTANDING DETERMINED ON A FULLY DILUTED BASIS AFTER GIVING
MAXIMUM EFFECT TO THE EXERCISE OF ALL OPTIONS, WARRANTS AND OTHER RIGHTS TO
PURCHASE, AND THE CONVERSION OR EXCHANGE OF ALL SECURITIES CONVERTIBLE OR
EXCHANGEABLE INTO, SHARES OUTSTANDING AT THE EXPIRATION DATE OF THE OFFER,
WHETHER OR NOT VESTED, EXERCISED OR CONVERTED AT THE TIME OF DETERMINATION,
(II) ANY WAITING PERIOD UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT
OF 1976, AS AMENDED, APPLICABLE TO THE PURCHASE OF SHARES PURSUANT TO THE OFFER
HAVING EXPIRED OR HAVING BEEN TERMINATED PRIOR TO THE EXPIRATION OF THE OFFER,
AND (III) THE SATISFACTION OF CERTAIN OTHER TERMS AND CONDITIONS. SEE
"INTRODUCTION" AND SECTIONS 12, 15, AND 16 OF THIS OFFER TO PURCHASE. THE OFFER
IS NOT CONDITIONED UPON CAREER HOLDINGS OR THE PURCHASER OBTAINING FINANCING.

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

                                   IMPORTANT

   Any shareholder of Headhunter wishing to tender Shares in the Offer must (i)
complete and sign the Letter of Transmittal (or a manually signed facsimile
thereof) in accordance with the instructions in the Letter of Transmittal and
mail or deliver the Letter of Transmittal and all other required documents to
the Depositary (as defined herein) together with certificates representing the
Shares tendered or follow the procedure for book-entry transfer set forth in
Section 2--"Procedures for Accepting the Offer and Tendering Shares" or (ii)
request such shareholder's broker, dealer, commercial bank, trust company or
other nominee to effect the transaction for the shareholder. A shareholder
whose Shares are registered in the name of a broker, dealer, commercial bank,
trust company or other nominee must contact such person if such shareholder
wishes to tender such Shares.

   Any shareholder of Headhunter who wishes to tender Shares and cannot deliver
certificates representing such Shares and all other required documents to the
Depositary on or prior to the Expiration Date (as defined herein) or who cannot
comply with the procedures for book-entry transfer on a timely basis may tender
such Shares pursuant to the guaranteed delivery procedure set forth in Section
2--"Procedures for Accepting the Offer and Tendering Shares."

   Questions and requests for assistance may be directed to the Information
Agent at the address and telephone number set forth on the back cover of this
Offer to Purchase. Additional copies of this Offer to Purchase, the Letter of
Transmittal, the Notice of Guaranteed Delivery and other related materials may
be obtained from the Information Agent. Shareholders may also contact their
broker, dealer, commercial bank, trust company or other nominee for copies of
these documents.

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

                    The Information Agent for the Offer is:


                          [LOGO] Georgeson Shareholder

August 31, 2001

<PAGE>


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                             Page
                                                                                             ----
<C> <S>                                                                                      <C>
SUMMARY TERM SHEET..........................................................................  ii
INTRODUCTION................................................................................   1
1.  Terms of the Offer......................................................................   2
2.  Procedures for Accepting the Offer and Tendering Shares.................................   5
3.  Withdrawal Rights.......................................................................   7
4.  Acceptance for Payment and Payment for Shares...........................................   8
5.  Material Federal Income Tax Consequences................................................   9
6.  Price Range of the Shares...............................................................   9
7.  Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act
    Registration; Margin Regulations........................................................  10
8.  Certain Information Concerning Headhunter...............................................  11
9.  Certain Information Concerning Career Holdings and CB Merger Sub, Inc...................  12
10. Source and Amount of Funds..............................................................  13
11. Background of the Offer; Contacts with Headhunter.......................................  13
12. The Merger Agreement; The Stockholder Agreements........................................  16
13. Purpose of Offer; Plans for Headhunter..................................................  28
14. Dividends and Distributions.............................................................  29
15. Conditions of the Offer.................................................................  29
16. Legal Matters; Required Regulatory Approvals............................................  31
17. Fees and Expenses.......................................................................  33
18. Miscellaneous...........................................................................  34
</TABLE>



Schedule I   Directors and Executive Officers of Career Holdings, Inc., CB
             Merger Sub, Inc., Tribune Company and Knight Ridder Digital

                                      i

<PAGE>

                              SUMMARY TERM SHEET

   Career Holdings, Inc., through its wholly owned subsidiary, CB Merger Sub,
Inc., is offering to purchase all of the outstanding common stock (including
the associated junior participating preferred stock purchase rights) of
HeadHunter.NET, Inc. for $9.25 per share in cash. The following summary term
sheet briefly outlines the material provisions of the offer. It is not intended
to be a substitute for the information contained in the remainder of this Offer
to Purchase. You are urged to read carefully the entire Offer to Purchase and
related Letter of Transmittal prior to making any decision regarding your
shares because this summary term sheet is not complete and may not include all
information that is important to you.

Principal Terms

    .  Career Holdings, Inc., through its wholly owned subsidiary, CB Merger
       Sub, Inc., is offering to buy all of the outstanding shares of common
       stock of HeadHunter.NET, Inc., including the associated junior
       participating preferred stock purchase rights issued pursuant to
       Headhunter's shareholder protection rights agreement, as amended. The
       tender price is $9.25 per share in cash, without interest. If you are
       the record owner of your shares and you tender your shares to us, you
       will not have to pay broker fees or similar expenses. If you own your
       shares through a broker or nominee and your broker or nominee tenders
       your shares on your behalf, your broker or nominee may charge you a fee
       for doing so. You should consult your broker or other nominee to
       determine whether any charges will apply. See "Introduction" and Section
       1--"Terms of the Offer" on pages 1 and 2.

    .  The offer is the first step in the planned acquisition of all of the
       outstanding shares of Headhunter common stock, as provided in our merger
       agreement with Headhunter. If the offer is successful, under the merger
       agreement, provided certain conditions are met, CB Merger Sub will be
       merged with and into Headhunter, and each remaining share of Headhunter
       common stock (including the associated junior preferred stock purchase
       rights) will be converted into the right to receive $9.25 per share in
       cash. If the offer is consummated, provided certain conditions are met,
       we will cause the merger to take place with the approval of shareholders
       by voting the shares that we acquire in the offer (which will represent
       at least a majority of the outstanding shares on a fully-diluted basis)
       in favor of the merger. If at least 90% of the shares are tendered in
       the offer, we will cause the merger to take place without action by any
       other shareholder. See "Introduction" and Section 12-- "The Merger
       Agreement; The Stockholder Agreements"on pages 1 and 16.

    .  You will not have dissenters' rights in the tender offer; however, to
       the extent that you have not tendered your shares in the tender offer,
       you will have dissenters' rights in the merger.

    .  The offer will expire at 12:00 midnight, New York City time, on Friday,
       September 28, 2001, unless we extend the offer.

    .  If we decide to extend the offer, we will issue a press release giving
       the new expiration date no later than 9:00 a.m., New York City time, on
       the first business day after the previously scheduled expiration of the
       offer.

Headhunter Board Recommendation

    .  The Headhunter board of directors has unanimously approved the merger
       agreement, the offer and the merger and determined that each is fair and
       in the best interests of Headhunter and its shareholders. The Headhunter
       board recommends that shareholders of Headhunter accept the offer and
       tender their shares pursuant to the offer.

Conditions

   We are not required to complete the offer unless specified conditions are
met, including:

    .  the number of shares of Headhunter common stock validly tendered and not
       withdrawn prior to the expiration of the offer equals at least a
       majority of the outstanding shares of Headhunter common

                                      ii

<PAGE>

       stock, after giving maximum effect to the exercise of all options,
       warrants and other rights to purchase, and the conversion or exchange of
       all securities convertible or exchangeable into, shares of Headhunter
       common stock outstanding at the expiration date of the offer, whether or
       not vested, exercised or converted at the time of determination, and

    .  U.S. federal antitrust clearance for the acquisition of shares of
       Headhunter common stock is obtained.

    SeeSection 15--"Conditions of the Offer" on page 29.

Financing

    .  The offer is not conditioned on our obtaining financing. We have entered
       into an investment agreement with Tribune Company and Knight Ridder
       Digital, two of our stockholders, under which they have agreed to
       purchase shares of our preferred stock for an aggregate purchase price
       of $201 million. The aggregate purchase price of the shares of preferred
       stock will provide financing adequate to enable us to acquire all of the
       outstanding shares of Headhunter common stock and satisfy our funding
       obligations under the merger agreement. See Section 10--"Source and
       Amount of Funds" on page 13.

Stockholder Agreements

    .  Certain shareholders of Headhunter have agreed to tender a total of
       5,524,966 shares in the offer, constituting approximately 27.1% of the
       total number of shares of Headhunter common stock issued and outstanding
       as of August 28, 2001. These shareholders have also agreed that they
       will not transfer those Headhunter shares subject to the stockholder
       agreements prior to the expiration of such agreements and that, if
       necessary, they will vote those shares in favor of the merger and
       against any competing transactions. See Section 12--"The Merger
       Agreement; The Stockholder Agreements" on page 16.

Procedures for Tendering

   If you wish to accept the offer, this is what you must do:

    .  If you are a record holder of Headhunter shares, you must complete and
       sign the enclosed Letter of Transmittal and send it with your stock
       certificate to American Stock Transfer & Trust Company, the depositary
       for the offer. These materials must reach the depositary before the
       offer expires. Detailed instructions are contained in the Letter of
       Transmittal and in Section 2--"Procedures for Accepting the Offer and
       Tendering Shares" on page 5.

    .  If you are a record holder but your stock certificate is not available
       or you cannot deliver it to the depositary before the offer expires, you
       may be able to tender your shares using the enclosed notice of
       guaranteed delivery. Please call our information agent, Georgeson
       Shareholder Communications Inc., at (800) 223-2064 for assistance. See
       Section 2--"Procedures for Accepting the Offer and Tendering Shares" on
       page 5.

    .  If you hold your shares through a broker or nominee, you should contact
       your broker or nominee to tender your shares.

Withdrawal Rights

    .  If, after tendering your shares in the offer, you decide that you do NOT
       want to accept the offer, you can withdraw your shares by instructing
       the depositary before the offer expires. If you tendered by giving
       instructions to a broker or nominee, you must instruct the broker or
       nominee to arrange for the withdrawal of your shares. See Section
       3--"Withdrawal Rights" on page 7.


                                      iii

<PAGE>

Extension of Offering Period

    .  Without the consent of Headhunter, we may extend the offer beyond the
       scheduled expiration date if required by applicable law or if, at that
       date, any of the conditions to our offer have not been satisfied or
       waived.

    .  If, on the expiration date of the offer, (1) any applicable waiting
       period under the Hart-Scott-Rodino Antitrust Improvements Act has not
       expired or been terminated or (2) there is any pending proceeding by a
       governmental entity or any statute, law or regulation is enacted or
       promulgated, which has certain specified adverse effects on us or
       Headhunter or our or its ability to consummate the transactions
       contemplated by the merger agreement, and Headhunter is contesting that
       event as required by the merger agreement, then we have agreed that we
       will extend the offer from time to time until November 7, 2001.

    .  We may elect to provide a "subsequent offering period" for the offer.
       Subsequent offering periods, if included, will be additional periods of
       not less than three business days or more than twenty business days in
       the aggregate beginning after we have purchased shares tendered during
       the offer, during which period you may tender, but not withdraw, your
       shares and receive the offer consideration. There can be no assurance
       that we will elect to provide a subsequent offering period.

   See Section 1--"Terms of the Offer" and Section 12--"The Merger Agreement;
The Stockholder Agreements" on pages 2 and 16.

Recent Headhunter Trading Prices

    .  The last sale price for Headhunter common stock was:

       .  $6.95 on August 23, 2001, the last trading day before we announced
          the execution of the merger agreement with Headhunter, and

       .  $9.19 on August 30, 2001, the last trading day before the
          commencement of the offer.

    .  Before deciding whether to tender, you should obtain a current market
       quotation for the shares.

   See Section 7--"Possible Effects on the Market for the Shares; Nasdaq
Listing; Exchange Act Registration; Margin Regulations" on page 10.

Consequences of Not Tendering Your Shares

    .  If the merger described above takes place, shareholders not tendering in
       the offer will receive the same amount of cash per share that they would
       have received had they tendered their shares in the offer, subject to
       any dissenters' rights properly perfected under Georgia law. Therefore,
       if the merger takes place, the only difference to you between tendering
       your shares and not tendering your shares is that you will be paid
       earlier if you tender your shares.

    .  If the merger does not take place, however, the number of shareholders
       and the number of shares of Headhunter that are still in the hands of
       the public may be so small that there no longer will be an active public
       trading market (or, possibly, there may not be any public trading
       market) for Headhunter common stock. Also, Headhunter may no longer be
       required to make filings with the Securities and Exchange Commission or
       otherwise comply with the SEC rules relating to publicly held companies.

   See Section 7--"Possible Effects on the Market for the Shares; Nasdaq
Listing; Exchange Act Registration; Margin Regulations" and Section 12--"The
Merger Agreement; The Stockholder Agreements" on pages 10 and 16.

                                      iv

<PAGE>

Further Information

   If you have questions about the offer, you can call our Information Agent:

                   Georgeson Shareholder Communications Inc.
                          17 State Street, 10th Floor
                           New York, New York 10004
                        Banks and Brokers Call Collect:
                                (212) 440-9800
                          All Others Call Toll Free:
                                (800) 223-2064


                                      v

<PAGE>

To the Holders of Shares of Common Stock of HeadHunter.NET, Inc.:

                                 INTRODUCTION

   CB Merger Sub, Inc., a Georgia corporation ("Purchaser") and a wholly owned
subsidiary of Career Holdings, Inc., a Delaware corporation ("Career
Holdings"), is offering to purchase all of the outstanding shares of common
stock, $.01 par value per share (the "Company Common Stock"), of
HeadHunter.NET, Inc., a Georgia corporation ("Headhunter"), including the
associated junior participating preferred stock purchase rights (the "Rights"
and, together with the Company Common Stock, the "Shares") issued pursuant to a
Shareholder Protection Rights Agreement, dated as of April 15, 2000, between
Headhunter and American Stock Transfer & Trust Company, as amended by Amendment
No. 1 to the Shareholder Protection Rights Agreement, dated as of February 27,
2001, and as further amended by Amendment No. 2 to the Shareholder Protection
Rights Agreement, dated as of August 24, 2001 (collectively, the "Rights
Agreement"), at a purchase price of $9.25 per share, net to the seller in cash,
without interest thereon (the "Offer Price"), on the terms and subject to the
conditions set forth in this Offer to Purchase and in the related Letter of
Transmittal (which, as amended or supplemented from time to time, collectively
constitute the "Offer"). As used herein, "we," "us" or "our" refers to Career
Holdings and Purchaser.

   We are making the Offer under the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of August 24, 2001, among Headhunter, Career Holdings and
Purchaser. Following the consummation of the Offer and the satisfaction or
waiver of certain conditions, Purchaser will merge with and into Headhunter
(the "Merger"), with Headhunter continuing as the surviving corporation (the
"Surviving Corporation"). In the Merger, each Share issued and outstanding
immediately prior to the Effective Time (as defined herein) (other than Shares
held in the treasury of Headhunter and any Shares owned by Career Holdings or
Purchaser and other than Shares held by shareholders who properly perfect
dissenters' rights under the Georgia Business Corporation Code (the "GBCC"))
will be automatically cancelled and extinguished and be converted into the
right to receive $9.25 in cash, without interest, or any higher price paid per
Share in the Offer (the "Merger Consideration"). Section 12 contains a more
detailed description of the Merger Agreement. Section 5 describes the material
federal income tax consequences of the sale or exchange of Shares in the Offer
and the Merger.

   We are not required to purchase any Shares unless there shall have been
validly tendered and not withdrawn prior to the expiration of the Offer such
number of Shares that would constitute at least a majority of the Shares that
in the aggregate would be outstanding determined on a fully diluted basis
(after giving maximum effect to the exercise of all options, warrants and other
rights to purchase, and the conversion or exchange of all securities
convertible or exchangeable into, Shares outstanding at the expiration date of
the Offer, whether or not vested, exercised or converted at the time of
expiration of the Offer) (the "Minimum Condition"). Subject to the prior
written consent of Headhunter, we reserve the right (subject to the applicable
rules and regulations of the Securities and Exchange Commission (the "SEC")),
which we presently have no intention of exercising, to waive or reduce the
Minimum Condition and to elect to purchase a smaller number of Shares. The
Offer is also subject to certain other terms and conditions. See Sections 1,
15, and 16.

   You will not be required to pay brokerage fees or commissions or, except as
described in Instruction 6 of the Letter of Transmittal, stock transfer taxes
on the purchase of Shares in the Offer. However, if you do not complete and
sign the Substitute Form W-9 that is included in the Letter of Transmittal, you
may be subject to a required backup federal income tax withholding of 30.5% of
the gross proceeds payable to you. See Section 2. We will pay all charges and
expenses of American Stock Transfer & Trust Company, as Depositary, and
Georgeson Shareholder Communications Inc., as Information Agent, incurred in
connection with the Offer. See Section 17.

   The Board of Directors of Headhunter (the "Headhunter Board") has determined
that the Offer and the Merger are fair and in the best interests of Headhunter
and its shareholders, has approved the Offer, the Merger and the Merger
Agreement and recommends that shareholders of Headhunter accept the Offer and
tender their Shares pursuant to the Offer.

                                      1

<PAGE>

   Credit Suisse First Boston Corporation ("CSFB"), Headhunter's financial
advisor, has delivered to the Headhunter Board a written opinion that, as of
August 24, 2001 and based upon and subject to certain assumptions and matters
set forth in the opinion, the per Share consideration of $9.25 in cash to be
received by the holders of Shares in the Offer and the Merger was fair from a
financial point of view to holders of Shares. A copy of the written opinion of
CSFB is contained in Headhunter's Solicitation/Recommendation Statement on
Schedule 14D-9 which has been filed with the SEC and is being mailed to you
with this document. You are urged to read this opinion carefully and in its
entirety for a description of the assumptions made, matters considered and
limitations of the review undertaken by CSFB. The CSFB opinion does not
constitute a recommendation to any shareholder as to whether or not such
shareholder should tender Shares pursuant to the Offer or as to how such
shareholder should vote or act on any matter relating to the Merger.

   Headhunter has informed us that, as of August 28, 2001, there were (i)
20,407,872 Shares issued and outstanding, (ii) 2,912,565 outstanding stock
options, of which options to purchase 2,427,765 Shares have an exercise price
less than the Offer Price, and (iii) 827,226 Shares reserved for issuance upon
the exercise of outstanding warrants, all of which have an exercise price less
than the Offer Price. Based on Shares, options and warrants outstanding as of
August 28, 2001, if Purchaser acquires at least 11,831,432 Shares in the Offer,
ownership of such shares will give Purchaser control of a majority of the
outstanding Shares, assuming that options with exercise prices equal to or
greater than the Offer Price will not be exercised. Accordingly, Purchaser
would have sufficient voting power to approve the Merger without the
affirmative vote of any other shareholder.

   Headhunter has advised us that each of its executive officers and directors
intends to tender all Shares that they own in the Offer. In addition, pursuant
to the Stockholder Agreements (as defined below), certain shareholders of
Headhunter have agreed to tender a total of 5,524,966 Shares pursuant to the
Offer, constituting approximately 27.1% of the total number of Shares
outstanding as of August 28, 2001.

   The approval and adoption of the Merger Agreement by Headhunter requires the
affirmative vote of holders of a majority of the outstanding Shares. As a
result, if the Minimum Condition and the other conditions to the Offer are
satisfied and the Offer is completed, Purchaser will own a sufficient number of
Shares to ensure that the Merger Agreement will be approved by Headhunter's
shareholders. See Sections 12 and 15.

   The Offer is conditioned upon the fulfillment of the conditions described in
Section 15. The Offer will expire at 12:00 midnight, New York City time, on
Friday, September 28, 2001, unless the Purchaser extends it.

   This Offer to Purchase and the related Letter of Transmittal contain
important information which you should read carefully before you make any
decision with respect to the Offer.

1. Terms of the Offer.

   Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any extension or
amendment), we will accept for payment and pay for all Shares validly tendered
prior to the Expiration Date and not withdrawn in accordance with the
procedures set forth in Section 3 of this Offer to Purchase. The term
"Expiration Date" means 12:00 midnight, New York City time, on Friday,
September 28, 2001, unless the Purchaser, in accordance with the Merger
Agreement, extends the period during which the Offer is open, in which event
the term "Expiration Date" means the latest time and date on which the Offer,
as so extended (other than any extension with respect to the Subsequent
Offering Period described below), expires.

   The Offer is conditioned upon the satisfaction of the Minimum Condition and
the other conditions set forth in Section 15. Subject to compliance with
applicable rules and regulations of the SEC and the provisions of the Merger
Agreement, the Purchaser may waive any or all of the conditions to its
obligation to purchase Shares

                                      2

<PAGE>

pursuant to the Offer (other than the Minimum Condition). If by the initial
Expiration Date or any subsequent Expiration Date any or all of the conditions
to the Offer have not been satisfied or waived, subject to the provisions of
the Merger Agreement as described below, the Purchaser may, without the consent
of Headhunter, elect to (i) terminate the Offer and return all tendered Shares
to Tendering Shareholders, (ii) waive all of the unsatisfied conditions (other
than the Minimum Condition or the HSR Condition) and, subject to any required
extension, purchase all Shares validly tendered by the Expiration Date and not
properly withdrawn, or (iii) extend the Offer and, subject to the right of
shareholders to withdraw Shares until the new Expiration Date, retain the
Shares that have been tendered until the expiration of the Offer as extended.

   The Merger Agreement provides that if, at the scheduled Expiration Date of
the Offer, (i) the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), pursuant to the Offer
shall not have expired or been terminated (the "HSR Condition") or (ii) any of
the events described in clause (a) or (b) of Section 15 shall have occurred and
be continuing and Headhunter is contesting such event to the extent required by
the Merger Agreement (unless such conditions are waived by the Purchaser),
Purchaser will extend the Offer from time to time until November 7, 2001.

   We may also extend the Offer:

   . for any period required by applicable rules, regulations, interpretations
     or positions of the SEC or its staff applicable to the Offer;

   . for one or more periods that each do not exceed 10 business days if any
     condition of the Offer has not been satisfied or waived by us;

   . for one or more periods not exceeding five business days in the aggregate
     if the Minimum Condition is met but less than 90% of the Shares have been
     validly tendered and not withdrawn;

   . for a period or periods sufficient to comply with applicable law if we
     increase the consideration to be paid in the Offer; and

   . for one or more periods, not exceeding five business days in the
     aggregate, in our sole discretion for any reason.

   If, at the Expiration Date, the conditions to the Offer described in Section
15 have not been satisfied or earlier waived, then, subject to the provisions
of the Merger Agreement, we may extend the Expiration Date for an additional
period or periods of time by giving oral or written notice of the extension to
the Depositary. During any such extension, all Shares previously tendered and
not withdrawn will remain subject to the Offer and subject to your right to
withdraw Shares. See Sections 3 and 12.

   We have also agreed in the Merger Agreement that, following our acceptance
for payment of Shares in the Offer, we may, in our sole discretion, in
compliance with applicable law, provide a subsequent offering period in
accordance with Rule 14d-11 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (a "Subsequent Offering Period").

   A Subsequent Offering Period is an additional period of time from three to
20 business days in length, beginning after the Purchaser accepts for payment,
and pays for, Shares tendered in the Offer, during which time shareholders may
tender, but not withdraw, their Shares and receive the Offer Price. Rule 14d-11
provides that the Purchaser may include a Subsequent Offering Period so long
as, among other things, (i) the Offer remained open for a minimum of 20
business days and has expired, (ii) all conditions to the Offer are deemed
satisfied or waived by the Purchaser on or before the Expiration Date, (iii)
the Purchaser accepts and promptly pays for all Shares tendered during the
Offer prior to Expiration Date, (iv) the Purchaser announces the results of the
Offer, including the approximate number and percentage of Shares deposited in
the Offer, no later than 9:00 a.m. Eastern time on the next business day after
the Expiration Date and immediately begins the Subsequent Offering Period, and
(v) the Purchaser immediately accepts and promptly pays for Shares as they are
tendered during the Subsequent Offering Period. In the event that the Purchaser
elects to provide a Subsequent Offering Period, it will provide an announcement
to that effect by issuing a press release to a national news service on the
next

                                      3

<PAGE>

business day after the previously scheduled Expiration Date. There can be no
assurance that the Purchaser will provide a Subsequent Offering Period.

   Subject to the applicable regulations of the SEC and the terms of the Merger
Agreement, we expressly reserve the right, in our sole discretion, at any time
or from time to time, to: (i) delay purchase of or, regardless of whether we
previously purchased any Shares, payment for any Shares pending receipt of any
regulatory or governmental approvals or expiration of the applicable regulatory
or governmental waiting period specified in Section 16; (ii) terminate the
Offer (whether or not any Shares have previously been accepted for payment) if
any condition referred to in Section 15 has not been satisfied; and (iii) waive
any condition (other than the Minimum Condition) of the Offer, in each case, by
giving oral or written notice of the delay, termination or waiver to the
Depositary and, other than in the case of any waiver, by making a public
announcement thereof.

   In the Merger Agreement, we have agreed that, without the prior written
consent of Headhunter, we will not (i) reduce the number of Shares subject to
the Offer, (ii) reduce the Offer Price, (iii) impose conditions to the Offer
other than those set forth in Section 15 or amend any material term of the
Offer in any manner adverse to holders of Shares, (iv) except as provided in
the Merger Agreement, extend the expiration date of the Offer, (v) change the
form of consideration payable in the Offer or (vi) amend or waive the Minimum
Condition.

   We acknowledge (i) that Rule 14e-1(c) under the Exchange Act requires us to
pay the consideration offered or return the Shares tendered promptly after the
termination or withdrawal of the Offer and (ii) that we may not delay purchase
of, or payment for (except as described above), any Shares upon the occurrence
of any event specified in Section 15 without extending the period of time
during which the Offer is open.

   Our rights described above are in addition to our rights described in
Section 15. Any extension, delay, termination or amendment of the Offer will be
followed as promptly as practicable by a public announcement. An announcement
in the case of an extension will be made no later than 9:00 a.m., New York City
time, on the next business day after the previously scheduled Expiration Date
in accordance with the public announcement requirements of Rule 14e-1(d) under
the Exchange Act. Without limiting the manner in which we may choose to make
any public announcement, subject to applicable law (including Rules 14d-4(d)
and 14d-6(c) under the Exchange Act, which require that material changes be
promptly disseminated to holders of Shares in any manner reasonably designed to
inform them of such changes), we will have no obligation to publish, advertise
or otherwise communicate any such public announcement other than by issuing a
press release to a national news service.

   If we make a material change in the terms of the Offer, or if we waive a
material condition to the Offer, we will extend the Offer and disseminate
additional tender offer materials to the extent required by Rules 14d-4(d),
14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which a
tender offer must remain open following material changes in the terms of the
offer, other than a change in price or a change in percentage of securities
sought, depends upon the facts and circumstances, including the materiality of
the changes.

   In the SEC's view, an offer should remain open for a minimum of five
business days from the date the material change is first published, sent or
given to shareholders, and, if material changes are made with respect to
information that approaches the significance of price and the percentage of
securities sought, a minimum of 10 business days may be required to allow for
adequate dissemination and investor response. With respect to a change in
price, a minimum 10 business-day period from the date of the change is
generally required to allow for adequate dissemination to shareholders.
Accordingly, if prior to the Expiration Date we decrease the number of Shares
being sought, or increase or decrease the consideration offered pursuant to the
Offer, and if the Offer is scheduled to expire at any time earlier than the
period ending on the 10th business day from the date that notice of the
increase or decrease is first published, sent or given to holders of Shares, we
will extend the Offer at least until the expiration of such period of 10
business days. For purposes of the Offer, a "business day" means any day other
than a Saturday, Sunday or a federal holiday and consists of the time period
from 12:01 a.m. through 12:00 midnight, New York City time.

                                      4

<PAGE>

   Headhunter has provided us with its shareholder lists and security position
listings for the purpose of disseminating the Offer to holders of Shares. We
will mail this Offer to Purchase, the related Letter of Transmittal and other
relevant materials to record holders of Shares and we will furnish the
materials to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the
securityholder lists or, if applicable, who are listed as participants in a
clearing agency's security position listing, for forwarding to beneficial
owners of Shares.

2. Procedures for Accepting the Offer and Tendering Shares.

   Valid Tender of Shares. Except as set forth below, in order for you to
tender Shares in the Offer, the Depositary must receive the Letter of
Transmittal (or a facsimile), properly completed and signed, together with any
required signature guarantees or an Agent's Message (as defined below) in
connection with a book-entry delivery of Shares and any other documents that
the Letter of Transmittal requires at one of its addresses set forth on the
back cover of this Offer to Purchase on or prior to the Expiration Date and
either (i) you must deliver certificates representing the Shares ("Share
Certificates") to the Depositary or you must cause your Shares to be tendered
pursuant to the procedure for book-entry transfer set forth below and the
Depositary must receive Book-Entry Confirmation, in each case on or prior to
the Expiration Date, or (ii) you must comply with the guaranteed delivery
procedures set forth below.

   The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has
received an express acknowledgment from the participant in the Book-Entry
Transfer Facility tendering the Shares which are the subject of the Book-Entry
Confirmation that the participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that we may enforce that agreement
against the participant.

   The method of delivery of Share Certificates, the Letter of Transmittal and
all other required documents, including delivery through the Book-Entry
Transfer Facility, is at your option and sole risk, and delivery will be
considered made only when the Depositary actually receives the Share
Certificates. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. In all cases, you should allow
sufficient time to ensure timely delivery.

   Book-Entry Transfer. The Depositary will make a request to establish an
account with respect to the Shares at the Book-Entry Transfer Facility for
purposes of the Offer by August 31, 2001. Any financial institution that is a
participant in the system of the Book-Entry Transfer Facility may make
book-entry delivery of Shares by causing the Book-Entry Transfer Facility to
transfer the Shares into the Depositary's account at the Book-Entry Transfer
Facility in accordance with the Book-Entry Transfer Facility's procedures.
However, although Shares may be delivered through book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility, the Depositary must
receive the Letter of Transmittal (or facsimile), properly completed and
signed, with any required signature guarantees, or an Agent's Message in
connection with a book-entry transfer, and any other required documents, at one
of its addresses set forth on the back cover of this Offer to Purchase on or
before the Expiration Date, or you must comply with the guaranteed delivery
procedure set forth below.

   Delivery of documents to the Book-Entry Transfer Facility in accordance with
the Book-Entry Transfer Facility's procedures does not constitute delivery to
the Depositary.

   Signature Guarantees. A bank, broker, dealer, credit union, savings
association or other entity which is a member in good standing of the
Securities Transfer Agents Medallion Program (an "Eligible Institution") must
guarantee signatures on all Letters of Transmittal, unless the Shares tendered
are tendered (i) by a registered holder of Shares who has not completed either
the box labeled "Special Payment Instructions" or the box labeled "Special
Delivery Instructions" on the Letter of Transmittal or (ii) for the account of
an Eligible Institution. See Instruction 1 of the Letter of Transmittal.

                                      5

<PAGE>

   If the Share Certificates are registered in the name of a person other than
the signer of the Letter of Transmittal, or if payment is to be made to, or
Share Certificates for unpurchased Shares are to be issued or returned to, a
person other than the registered holder, then the tendered certificates must be
endorsed or accompanied by appropriate stock powers, signed exactly as the name
or names of the registered holder or holders appear on the certificates, with
the signatures on the certificates or stock powers guaranteed by an Eligible
Institution as provided in the Letter of Transmittal. See Instructions 1 and 5
of the Letter of Transmittal.

   If the Share Certificates are forwarded separately to the Depositary, a
properly completed and duly executed Letter of Transmittal (or facsimile) must
accompany each delivery of Share Certificates.

   Guaranteed Delivery. If you want to tender Shares in the Offer and your
Share Certificates are not immediately available or time will not permit all
required documents to reach the Depositary on or before the Expiration Date or
the procedures for book-entry transfer cannot be completed on time, your Shares
may nevertheless be tendered if you comply with all of the following guaranteed
delivery procedures:

      (a) your tender is made by or through an Eligible Institution;

      (b) the Depositary receives, as described below, a properly completed and
   signed Notice of Guaranteed Delivery, substantially in the form made
   available by us, prior to the Expiration Date; and

      (c) the Depositary receives the Share Certificates (or a Book-Entry
   Confirmation) representing all tendered Shares, in proper form for transfer
   together with a properly completed and duly executed Letter of Transmittal
   (or facsimile), with any required signature guarantees (or, in the case of a
   book-entry transfer, an Agent's Message) and any other documents required by
   the Letter of Transmittal within three trading days after the date of
   execution of the Notice of Guaranteed Delivery. A "trading day" is any day
   on which the New York Stock Exchange is open for business.

   You may deliver the Notice of Guaranteed Delivery by hand, mail or facsimile
transmission to the Depositary. The Notice of Guaranteed Delivery must include
a guarantee by an Eligible Institution in the form set forth in the Notice of
Guaranteed Delivery.

   Notwithstanding any other provision of the Offer, we will pay for Shares
only after timely receipt by the Depositary of Share Certificates for, or of
Book-Entry Confirmation with respect to, the Shares, a properly completed and
duly executed Letter of Transmittal (or facsimile thereof), together with any
required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message) and any other documents required by the appropriate Letter of
Transmittal. Accordingly, payment might not be made to all tendering
shareholders at the same time, and will depend upon when the Depositary
receives Share Certificates or Book-Entry Confirmation that the Shares have
been transferred into the Depositary's account at the Book-Entry Transfer
Facility.

   Backup Federal Income Tax Withholding. Under the backup federal income tax
withholding laws applicable to certain shareholders (other than certain exempt
shareholders, including, among others, all corporations and certain foreign
individuals), the Depositary may be required to withhold 30.5% of the amount of
any payments made to those shareholders pursuant to the Offer. To prevent
backup federal income tax withholding, you must provide the Depositary with
your correct taxpayer identification number and certify that you are not
subject to backup federal income tax withholding by completing the Substitute
Form W-9 included in the Letter of Transmittal or if you are an exempt foreign
individual, on Form W-8. See Instruction 8 of the Letter of Transmittal.

   Appointment as Proxy. By executing the Letter of Transmittal, you
irrevocably appoint our designees, and each of them, as your agents,
attorneys-in-fact and proxies, with full power of substitution, in the manner
set forth in the Letter of Transmittal, to the full extent of your rights with
respect to the Shares that you tender and that we accept for payment and with
respect to any and all other Shares and other securities or rights issued or
issuable in respect of those Shares on or after the date of this Offer to
Purchase. All such powers of attorney and

                                      6

<PAGE>

proxies will be considered irrevocable and coupled with an interest in the
tendered Shares. This appointment will be effective when, and only to the
extent that, we accept your Shares for payment in accordance with the terms of
the Offer. Upon such acceptance for payment, all other powers of attorney and
proxies given by you with respect to your Shares and such other securities or
rights prior to such payment will be revoked, without further action, and no
subsequent powers of attorney and proxies may be given by you (and, if given,
will not be deemed effective). Our designees will, with respect to the Shares
and such other securities and rights for which the appointment is effective, be
empowered to exercise all your voting and other rights as they in their sole
discretion may deem proper at any annual or special meeting of Headhunter's
shareholders, or any adjournment or postponement thereof, or by written consent
in lieu of any such meeting or otherwise. In order for Shares to be deemed
validly tendered, immediately upon the acceptance for payment of such Shares,
we or our designee must be able to exercise full voting, consent and other
rights with respect to such Shares and other securities, including voting at
any meeting of shareholders.

   Determination of Validity. All questions as to the form of documents and the
validity, eligibility (including time of receipt) and acceptance for payment of
any tender of Shares will be determined by us, in our sole discretion, which
determination will be final and binding on all parties. We reserve the absolute
right to reject any or all tenders determined by us not to be in proper form or
the acceptance of or payment for which may, in the opinion of our counsel, be
unlawful. We also reserve the absolute right to waive any of the conditions of
the Offer or any defect or irregularity in any tender of Shares of any
particular shareholder whether or not similar defects or irregularities are
waived in the case of other shareholders.

   Our interpretation of the terms and conditions of the Offer will be final
and binding. No tender of Shares will be deemed to have been validly made until
all defects and irregularities with respect to the tender have been cured or
waived by us. None of Career Holdings, Purchaser or any of their affiliates or
assigns, the Depositary, the Information Agent or any other person or entity
will be under any duty to give any notification of any defects or
irregularities in tenders or incur any liability for failure to give any such
notification.

   The tender of your Shares pursuant to any of the procedures described above
will constitute your acceptance of the Offer, as well as your representation
and warranty that you have full power and authority to tender and assign the
tendered Shares as specified in the Letter of Transmittal. Our acceptance for
payment of Shares tendered pursuant to any of the procedures described above
will constitute a binding agreement between us and you upon the terms and
subject to the conditions of the Offer.

3. Withdrawal Rights.

   Except as described in this Section 3, tenders of Shares made in the Offer
are irrevocable. You may withdraw Shares that you have previously tendered in
the Offer at any time on or before the Expiration Date and, unless theretofore
accepted for payment as provided herein, may also be withdrawn at any time
after October 29, 2001.

   If, for any reason, acceptance for payment of any Shares tendered in the
Offer is delayed, or we are unable to accept for payment or pay for Shares
tendered in the Offer, then, without prejudice to our rights set forth in this
document, the Depositary may, nevertheless, on our behalf, retain Shares that
you have tendered, and you may not withdraw your Shares except to the extent
that you are entitled to and duly exercise withdrawal rights as described in
this Section 3. Any such delay will be by an extension of the Offer to the
extent required by law.

   In order for your withdrawal to be effective, you must deliver a written or
facsimile transmission notice of withdrawal to the Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase. Any such
notice of withdrawal must specify your name, the number of Shares that you want
to withdraw, and (if Share Certificates have been tendered) the name of the
registered holder of the Shares as shown on the Share Certificate, if different
from your name. If Share Certificates have been delivered or otherwise
identified to the Depositary, then prior to the physical release of such
certificates, you must submit the serial numbers shown on

                                      7

<PAGE>

the particular certificates evidencing the Shares to be withdrawn and an
Eligible Institution must guarantee the signature on the notice of withdrawal,
except in the case of Shares tendered for the account of an Eligible
Institution. If Shares have been tendered pursuant to the procedures for
book-entry transfer set forth in Section 2, the notice of withdrawal must also
specify the name and number of the account at the appropriate Book-Entry
Transfer Facility to be credited with the withdrawn Shares, in which case a
notice of withdrawal will be effective if delivered to the Depositary by any
method of delivery described in the first sentence of this paragraph.

   You may not rescind a withdrawal of Shares. Any Shares that you withdraw
will be considered not validly tendered for purposes of the Offer, but you may
tender your Shares again at any time before the Expiration Date by following
any of the procedures described in Section 2.

   All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by us, in our sole discretion, which
determination will be final and binding. None of Career Holdings, Purchaser or
any of their affiliates or assigns, the Depositary, the Information Agent or
any other person or entity will be under any duty to give any notification of
any defects or irregularities in any notice of withdrawal or incur any
liability for failure to give any such notification.

4. Acceptance for Payment and Payment for Shares.

   Upon the terms and subject to the conditions of the Offer (including, if we
extend or amend the Offer, the terms and conditions of the Offer as so extended
or amended), we will purchase, by accepting for payment, and will pay for, all
Shares validly tendered and not withdrawn (as permitted by Section 3) prior to
the Expiration Date promptly after the later of (i) the Expiration Date and
(ii) the satisfaction or waiver of the conditions to the Offer set forth in
Section 15. In addition, subject to applicable rules of the SEC and the terms
of the Merger Agreement, we reserve the right to delay acceptance for payment
of, or payment for, Shares pending receipt of any regulatory or governmental
approvals specified in Section 16.

   In all cases, we will pay for Shares purchased in the Offer only after
timely receipt by the Depositary of (i) Share Certificates or timely
confirmation (a "Book-Entry Confirmation") of the book-entry transfer of the
Shares into the Depositary's account at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in Section
2; (ii) the appropriate Letter of Transmittal (or a facsimile), properly
completed and duly executed, with any required signature guarantees or an
Agent's Message in connection with a book-entry transfer; and (iii) any other
documents that the Letter of Transmittal requires.

   For purposes of the Offer, we will be deemed to have accepted for payment,
and purchased, Shares validly tendered and not withdrawn if, as and when we
give oral or written notice to the Depositary of our acceptance of the Shares
for payment pursuant to the Offer. In all cases, upon the terms and subject to
the conditions of the Offer, payment for Shares purchased pursuant to the Offer
will be made by deposit of the purchase price for the Shares with the
Depositary, which will act as agent for tendering shareholders for the purpose
of receiving payment from us and transmitting payment to validly tendering
shareholders.

   Under no circumstances will we pay interest on the purchase price for
Shares, regardless of any extension of the Offer or any delay in making such
payment.

   If we do not purchase any tendered Shares pursuant to the Offer for any
reason, or if you submit Share Certificates representing more Shares than you
wish to tender, we will return Share Certificates representing unpurchased or
untendered Shares, without expense to you (or, in the case of Shares delivered
by book-entry transfer into the Depositary's account at the Book-Entry Transfer
Facility pursuant to the procedures set forth in Section 2, the Shares will be
credited to an account maintained within the Book-Entry Transfer Facility), as
promptly as practicable following the expiration, termination or withdrawal of
the Offer.

                                      8

<PAGE>

   If, prior to the Expiration Date, we increase the price offered to holders
of Shares in the Offer, we will pay the increased price to all holders of
Shares that we purchase in the Offer, whether or not the Shares were tendered
before the increase in price.

   We reserve the right, subject to the provisions of the Merger Agreement, to
transfer or assign, in whole or from time to time in part, to one or more of
our wholly owned subsidiaries the right to purchase all or any portion of the
Shares tendered in the Offer, but any such transfer or assignment will not
relieve us of our obligations under the Offer or prejudice your rights to
receive payment for Shares validly tendered and accepted for payment in the
Offer.

5. Material Federal Income Tax Consequences.

   Your receipt of cash for Shares in the Offer or the Merger will be a taxable
transaction for federal income tax purposes and may also be a taxable
transaction under applicable state, local, foreign and other tax laws. For
federal income tax purposes, if you sell or exchange your Shares for cash in
the Offer or the Merger, you would generally recognize gain or loss equal to
the difference between the amount of cash received and your tax basis for the
Shares that you sold or exchanged. That gain or loss will be capital gain or
loss (assuming you hold your Shares as a capital asset) and any such capital
gain or loss will be long term if, as of the date of sale or exchange, you have
held the Shares for more than one year or will be short term if, as of such
date, you have held the Shares for one year or less.

   The discussion above may not be applicable to certain types of shareholders,
including shareholders who acquired Shares through the exercise of employee
stock options or otherwise as compensation, individuals who are not citizens or
residents of the United States, foreign corporations, or entities that are
otherwise subject to special tax treatment under the Internal Revenue Code
(such as insurance companies, tax-exempt entities and regulated investment
companies).

   The federal income tax discussion set forth above is included for general
information only. You are urged to consult your tax advisor with respect to the
specific tax consequences to you of the Offer and Merger, including federal,
state, local and foreign tax consequences.

6. Price Range of the Shares.

   According to Headhunter's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000, the Shares are principally traded on the Nasdaq
National Market ("Nasdaq") under the symbol "HHNT." The following table sets
forth, for the periods indicated, the reported high and low sale prices for the
Shares on Nasdaq, as reported on Headhunter's Form 10-K with respect to periods
occurring in fiscal 1999 and 2000 and published financial sources with respect
to periods occurring in the current fiscal year. During these periods,
Headhunter has paid no cash dividends on the Shares.

<TABLE>
<CAPTION>
                                                          High   Low
                                                         ------ ------
         <S>                                             <C>    <C>
         Fiscal 1999
         From August 19, 1999 through September 30, 1999 $19.19 $10.13
         Quarter Ended December 31, 1999................  15.50  10.63
         Fiscal 2000
         Quarter Ended March 31, 2000...................  26.13  10.75
         Quarter Ended June 30, 2000....................  18.13   7.75
         Quarter Ended September 30, 2000...............  10.13   4.47
         Quarter Ended December 31, 2000................  11.25   4.75
         Fiscal 2001
         Quarter Ended March 31, 2001...................   9.38   4.69
         Quarter Ended June 30, 2001....................   5.50   3.30
         From July 1, 2001 through August 30, 2001......   9.19   4.19
</TABLE>

                                      9

<PAGE>

   Under the terms of the Merger Agreement, Headhunter is not permitted to
declare or pay dividends with respect to the Shares without the prior written
consent of Career Holdings.

   On August 23, 2001, the last full day of trading prior to the announcement
of the execution of the Merger Agreement, the reported closing price per Share
on Nasdaq was $6.95. On August 30, 2001, the last full day of trading prior to
the commencement of the Offer, the reported closing price per Share on Nasdaq
was $9.19.

   As of August 28, 2001, there were 173 holders of record of shares and
20,407,872 outstanding shares. We have been advised by Headhunter that it has
never declared or paid any cash dividends and does not anticipate that it will
pay any cash dividends in the foreseeable future.

   We urge you to obtain current market quotations for the Shares.

7. Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing;
Exchange Act Registration;    Margin Regulations.

   Possible Effects of the Offer on the Market for the Shares. The purchase of
Shares pursuant to the Offer will reduce the number of Shares that might
otherwise trade publicly and could adversely affect the liquidity and market
value of the remaining Shares held by the public. The purchase of Shares
pursuant to the Offer can also be expected to reduce the number of holders of
Shares. We cannot predict whether the reduction in the number of Shares that
might otherwise trade publicly would have an adverse or beneficial effect on
the market price for, or marketability of, the Shares or whether it would cause
future market prices to be greater or less than the Offer Price.

   Nasdaq Quotation. Depending upon the number of Shares purchased pursuant to
the Offer, the Shares may no longer meet the standards for continued inclusion
on Nasdaq, which requires that an issuer either (i) have at least 750,000
publicly held shares, held by at least 400 round lot shareholders, with a
market value of at least $5,000,000, have at least two market makers, have a
minimum bid price of $1 and have either (A) net tangible assets of at least $4
million or (B) shareholders' equity of at least $10 million or (ii) have at
least 1,100,000 publicly held shares, held by at least 400 round lot
shareholders, with a market value of at least $15,000,000, have a minimum bid
price of $3, have at least 4 market makers and have either (X) a market
capitalization of at least $50,000,000 or (Y) total assets and revenues each of
at least $50,000,000.

   If the Shares are no longer eligible for Nasdaq quotation, quotations might
still be available from other sources. The extent of the public market for the
Shares and the availability of such quotations would, however, depend upon the
number of holders of such Shares remaining at such time, the interest in
maintaining a market in such Shares on the part of securities firms, the
possible termination of registration of such Shares under the Exchange Act as
described below and other factors.

   Exchange Act Registration. The Shares are currently registered under the
Exchange Act. The purchase of the Shares pursuant to the Offer may result in
the Shares becoming eligible for deregistration under the Exchange Act.
Registration of the Shares may be terminated upon application by Headhunter to
the SEC if the Shares are not listed on a "national securities exchange" and
there are fewer than 300 record holders of Shares. Termination of registration
of the Shares under the Exchange Act would substantially reduce the information
that Headhunter would be required to furnish to its shareholders and the SEC
and would make certain provisions of the Exchange Act, such as the short-swing
profit recovery provisions of Section 16(b) and the requirements of furnishing
a proxy statement in connection with shareholders' meetings pursuant to Section
14(a) or 14(c) and the related requirement of an annual report, no longer
applicable to Headhunter. If the Shares are no longer registered under the
Exchange Act, the requirements of Rule 13e-3 under the Exchange Act with
respect to "going private" transactions would no longer be applicable to
Headhunter. In addition, the ability of "affiliates" of Headhunter and persons
holding "restricted securities" of Headhunter to dispose of such securities
pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), may be impaired or, with respect to certain persons,
eliminated. If registration of the Shares under the Exchange Act were
terminated, the

                                      10

<PAGE>

Shares would no longer be eligible for stock exchange listing or Nasdaq
reporting. We believe that the purchase of the Shares pursuant to the Offer may
result in the Shares becoming eligible for deregistration under the Exchange
Act, and it would be our intention to cause Headhunter to make an application
for termination of registration of the Shares as soon as possible after
successful completion of the Offer if the Shares are then eligible for such
termination.

   If registration of the Shares is not terminated prior to the Merger, then
the registration of the Shares under the Exchange Act and the listing of the
Shares on the Nasdaq will be terminated following the completion of the Merger.

   Margin Regulations. The Shares are currently "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System, which have
the effect, among other things, of allowing brokers to extend credit on the
collateral of the Shares for the purpose of buying, carrying or trading in
securities ("Purpose Loans"). Depending upon factors such as the number of
record holders of the Shares and the number and market value of publicly held
Shares, following the purchase of Shares pursuant to the Offer, the Shares
might no longer constitute "margin securities" for purposes of the Federal
Reserve Board's margin regulations and, therefore, could no longer be used as
collateral for Purpose Loans made by brokers. In addition, if registration of
the Shares under the Exchange Act were terminated, the Shares would no longer
constitute "margin securities."

8. Certain Information Concerning Headhunter.

   Headhunter's principal executive offices are located at 333 Research Court,
Suite 200, Norcross, Georgia 30092. Its telephone number at such offices is
(770) 349-2400. Headhunter was incorporated in Georgia in 1998. The following
description of Headhunter and its business has been taken from Headhunter's
Annual Report on Form 10-K for the fiscal year ended December 31, 2000 and is
qualified in its entirety by reference to Headhunter's Form 10-K.

   Headhunter provides comprehensive online recruitment offerings for employers
and job seekers. Headhunter brings employers and job seekers together by (1)
providing employers, recruiters and advertising agencies with the ability to
advertise job openings and review resumes online, and (2) providing job seekers
with the tools to find, research, explore, evaluate and apply to a broad range
of job opportunities online.

   Headhunter generates revenue primarily from fees paid by employers,
recruiters and agencies to post job opportunities. Headhunter also generates
revenue from access fees paid by employers, recruiters and agencies for viewing
its resume database. To a lesser extent, Headhunter derives revenue from
selling web page sponsorships and banner advertising, cross-posting jobs to
partnered websites and hosting online career fairs. As of August 28, 2001,
Headhunter employed approximately 263 employees.

   Financial Projections. Headhunter does not, as a matter of course, make
public any forecasts as to its future financial performance on an annual basis.
However, in connection with our review of the transactions contemplated by the
Merger Agreement, Headhunter provided us with projected financial information
for 2001 and 2002. Such information included, among other things, the following
projections of net revenues, gross profit and earnings before interest,
taxation, depreciation and amortization ("EBITDA") (in millions): $67.3, $66.5
and $2.9 for 2001; and $101.5, $100.2 and $25.4 for 2002. These projections
should be read together with the financial statements of Headhunter that can be
obtained from the SEC as described below.


                                      11

<PAGE>

   It is our understanding that the projections were not prepared with a view
to public disclosure or compliance with published guidelines of the SEC or the
guidelines established by the American Institute of Certified Public
Accountants regarding projections or forecasts and are included herein only
because such information was provided to us in connection with our evaluation
of a business combination transaction. These projections are subject to various
risks and uncertainties that could cause actual results to differ materially
from the projections. Headhunter has advised us that its internal financial
forecasts (upon which the projections provided to us were based in part) are,
in general, prepared solely for internal use and capital budgeting and other
management decisions and are subjective in many respects and thus susceptible
to interpretations and periodic revision based on actual experience and
business developments. The projections also reflect numerous assumptions (not
all of which were provided to us), all made by management of Headhunter, with
respect to industry performance, general business, economic, market and
financial conditions and other matters, all of which are difficult to predict,
many of which are beyond Headhunter's control, and none of which were subject
to approval by us. Accordingly, there can be no assurance that the assumptions
made in preparing the projections will prove accurate.

   It is expected that there will be differences between actual and projected
results, and actual results may be materially greater or less than those
contained in the projections. The inclusion of the projections herein should
not be regarded as an indication that we or Headhunter or any of our respective
affiliates or representatives considered or consider the projections to be a
reliable prediction of future events, and the projections should not be relied
upon as such. Neither we nor Headhunter, nor any of our respective affiliates
or representatives, have made or makes any representation to any person
regarding the ultimate performance of Headhunter compared to the information
contained in the projections, and none of us intends to update or otherwise
revise the projections to reflect circumstances existing after the date when
made or to reflect the occurrence of future events even in the event that any
or all of the assumptions underlying the projections are shown to be in error.
We acknowledge that the Private Securities Litigation Reform Act of 1995 does
not apply to the information set forth in this Offer to Purchase, including the
projections set forth in this Section 8.

   Headhunter's common stock is registered under the Exchange Act. Accordingly,
Headhunter files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements
or other information filed at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549, or at the SEC's public reference rooms in
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Headhunter's SEC filings
are also available to the public from commercial document retrieval services
and at the Internet world wide web site maintained by the SEC at
http://www.sec.gov.

9. Certain Information Concerning Career Holdings and CB Merger Sub, Inc.

   Career Holdings is a Delaware corporation formed by Tribune Company
("Tribune") and KnightRidder.com, Inc., later renamed Knight Ridder Digital, in
July 2000 in order to acquire CareerBuilder, Inc. ("CareerBuilder") and
CareerPath.com, Inc. ("CareerPath"). Career Holdings acquired the outstanding
capital stock of CareerPath and CareerBuilder in August 2000. Shortly
thereafter, the CareerPath operations were absorbed by CareerBuilder.
CareerBuilder is an online recruitment company and a wholly owned subsidiary of
Career Holdings. Knight Ridder Digital is a Delaware corporation in the
business of creating and maintaining a variety of online services, including
Real Cities, a national network of city and regional destination sites in 55
U.S. markets. Knight Ridder Digital is a wholly owned subsidiary of
Knight-Ridder, Inc. Tribune is a Delaware corporation and is one of the
country's premier media companies, operating businesses in broadcasting,
publishing and on the Internet. Each of Tribune and Knight-Ridder, Inc. files
annual, quarterly and special reports, proxy statements and other information
with the SEC. You may inspect or copy these reports and other information at
the SEC's public reference facilities and they are available for inspection in
the same manner as set forth with respect to Headhunter in Section 8.

   Purchaser is a newly formed Georgia corporation organized in connection with
the Offer and the Merger, and is a wholly owned subsidiary of Career Holdings.

                                      12

<PAGE>

   The principal offices of Career Holdings and Purchaser are located at 10780
Parkridge Blvd., Suite 200, Reston, Virginia 20191, and the telephone number
for both Career Holdings and Purchaser is (703) 259-5500.

   Except for Career Holdings' ownership of the outstanding capital stock of
CareerPath and CareerBuilder, neither Career Holdings nor Purchaser has any
significant assets or liabilities, nor do they engage in activities, other than
those incident to their formation and capitalization, Career Holdings'
operation of CareerPath and CareerBuilder and the transactions contemplated by
the Offer and the Merger.

   The name, citizenship, business address, business telephone number,
principal occupation or employment and five-year business history of each of
the directors and executive officers of Career Holdings, Purchaser, Tribune and
Knight Ridder Digital are described in Schedule I hereto.

10. Source and Amount of Funds.

   Career Holdings estimates that the total amount of funds required to
purchase all of the Shares pursuant to the Offer and pay all amounts due with
respect to stock options and warrants to purchase Shares as a result of the
Offer and the Merger (excluding payment of related fees and expenses) will be
approximately $201 million. The Investment Agreement provides that on the date
that is two business days prior to the date that Shares are accepted for
payment by Purchaser pursuant to the Offer, each of Tribune and Knight Ridder
Digital will purchase 1,005,000 shares of preferred stock of Career Holdings at
a purchase price of $100 per share. The proceeds of such issuance of shares
will be sufficient to provide funds to purchase all of the Shares pursuant to
the Offer. The Investment Agreement does not contain any conditions to the
funding by the Career Holdings stockholders. See Section 12. The funds required
to purchase Shares accepted for payment pursuant to the Offer will be obtained
by Purchaser through a capital contribution from Career Holdings. The Offer is
not conditioned on obtaining financing.

11. Background of the Offer; Contacts with Headhunter.

   In late June 2001, Robert M. Montgomery, Jr., the Chief Executive Officer of
Headhunter, had a telephone call with a senior executive of a party (the "Other
Party"), in which such senior executive indicated that the Other Party was
interested in discussing a business combination with Headhunter. Subsequent to
this telephone call, at
a meeting of the Headhunter Board, Mr. Montgomery described his telephone
conversation to the Headhunter Board and the Board authorized him to contact
CSFB, Headhunter's financial advisor. CSFB then sent to the Other Party a draft
confidentiality agreement. On July 4, 2001, the confidentiality agreement was
discussed and executed by the Other Party and preliminary meetings were held in
Chicago, Illinois on July 5 and 6, 2001.

   On July 11 and 12, 2001, representatives of the Other Party met with
representatives of Headhunter in Atlanta, Georgia at the offices of Alston &
Bird LLP ("A&B"), counsel to Headhunter, to conduct business, financial and
legal due diligence reviews. Thereafter, between July 13 and 26, numerous
discussions were held between Headhunter and the Other Party and their
respective advisors in connection with due diligence matters.

   On July 27, 2001, the Other Party sent a preliminary, non-binding proposal
to Headhunter in which the Other Party proposed to acquire Headhunter in a cash
tender offer followed by a merger in which all Headhunter shareholders would be
paid $7.00 per share in cash. After consideration of the Other Party's proposal
on July 31, 2001, the Headhunter Board directed CSFB to call the Other Party's
financial advisor to discuss the proposal and indicate that $7.00 per share was
not adequate. After further guidance from the Headhunter Board and management
team, on August 1 and 2, 2001, CSFB initiated calls to other potentially
interested parties. CSFB contacted a total of seven additional parties on
behalf of Headhunter. Among the additional parties contacted during this
two-day period were Knight Ridder Digital and Tribune, the parent companies of
Career Holdings. The contact with Knight Ridder Digital and Tribune followed a
telephone call by Robert McGovern, the Chief Executive Officer of Career
Holdings, to Mr. Montgomery.

   On August 3, 2001, Dan Finnigan of Knight Ridder Digital returned the
telephone call from CSFB and indicated that they were interested in discussing
a business combination with Headhunter and that Knight Ridder Digital would
coordinate with Tribune and Career Holdings. Following the telephone call on
August 3, 2001,

                                      13

<PAGE>

CSFB forwarded a confidentiality agreement to Mr. Finnigan, to be executed by
Career Holdings, and it was agreed that a due diligence review would begin on
August 7, 2001 at the offices of A&B in Atlanta. On August 3, 2001, CSFB also
had additional discussions with the Other Party's financial advisor in which
CSFB reiterated that the Other Party's initial $7.00 per share offer was
inadequate.

   On August 4, 2001, CSFB had telephone discussions with Mr. McGovern and with
representatives of Updata Capital, Inc. ("Updata"), the financial advisor to
Career Holdings, to organize the scheduled due diligence review sessions. The
confidentiality agreement was executed by both parties on August 6, 2001,
whereupon Headhunter promptly forwarded certain confidential financial
information to Career Holdings, Knight Ridder Digital and Tribune. On August 7,
2001, as previously agreed, representatives of Career Holdings, Knight Ridder
Digital and Tribune began their due diligence review in A&B's offices in
Atlanta.

   Meanwhile, on August 7, 2001, CSFB had additional discussions with the Other
Party's financial advisor in which CSFB was informed that the Other Party had
increased its offer to $8.00 in cash, but that it wanted Headhunter to
negotiate exclusively with the Other Party. Other potential terms were also
discussed, including that the Other Party wanted an option to purchase all
shares held by ITC Holding Company, Inc. ("ITC"), Headhunter's largest
shareholder, and all shares held by directors and executive officers of
Headhunter as part of any transaction. CSFB responded to the Other Party's
financial advisor that Headhunter was willing to consider a business
combination but that $8.00 in cash was still inadequate. On August 9, 2001, the
Other Party's financial advisor contacted CSFB and increased its offer to $8.25
per share, provided that Headhunter would agree to certain other terms of the
transaction.

   On August 10, 2001, Career Holdings sent a written indication of its
interest to acquire Headhunter at $8.50 to $9.00 per share in cash, subject to
completion of a due diligence review. On August 13, 2001, after discussions
between Updata and CSFB, Career Holdings sent a letter in which it confirmed a
revised offer of $9.00 per share in cash. Also, on August 13, 2001, CSFB
contacted the financial advisor for the Other Party and told them that
Headhunter had now received another all-cash offer at a higher price, that
Headhunter was not in a position to agree to an exclusivity arrangement with
any party, and that Headhunter hoped the Other Party would remain interested
and consider increasing its offer. Later on August 13, 2001, Mr. Montgomery
spoke with a senior executive of the Other Party and it was agreed that the
Other Party would complete its remaining due diligence review in Atlanta
immediately. Finally, on August 13, 2001, as a result of Career Holdings'
revised offer, Headhunter gave the ten-day written notice to the Other Party as
required under one of Headhunter's contracts with the Other Party (the
"Contract") indicating that Headhunter may enter into a change of control
transaction. This notice was required under the Contract before Headhunter
could enter into a definitive merger or acquisition agreement with any other
party.

   From August 14 to 17, 2001, business, financial and legal representatives of
both Career Holdings and the Other Party met separately in A&B's offices in
Atlanta to complete their due diligence reviews.

   On August 16, 2001, at 8:30 a.m., the Headhunter Board held a meeting in
which CSFB updated the Headhunter Board once again on discussions to date with
Career Holdings and the Other Party. CSFB also discussed with the Headhunter
Board all of the other parties contacted by CSFB about a possible business
combination within the past month. A&B also went through a detailed review with
the Headhunter Board of its fiduciary duties in the context of the potential
transactions it was considering.

   On August 17, 2001, the Headhunter Board met to discuss the draft of a
definitive agreement delivered by the Other Party. The Headhunter Board was
advised that a draft of a definitive agreement was expected from Career
Holdings later that day. The Headhunter Board then discussed the next steps in
the negotiations with each of Career Holdings and the Other Party.

   On August 18, 2001, the Other Party sent a letter to Headhunter in which it
increased its offer to $8.50 per share in cash and stated that its offer would
expire at 11:59 p.m. on Monday, August 20, 2001. On August 19, 2001, at 12:30
p.m., the Headhunter Board again met to discuss the revised offer from the
Other Party and the deadline to accept or reject it. Because the Contract
included the ten-day notice provision, the Other Party was the only party with
whom Headhunter could enter into a definitive agreement for a business
combination prior to

                                      14

<PAGE>

the expiration of the ten-day notice period on August 24, 2001. As the offer
from the Other Party was scheduled to expire on August 20, Headhunter
determined to negotiate simultaneously with the Other Party and Career Holdings
but informed Career Holdings that it would need to obtain all necessary
corporate approvals, negotiate and execute a definitive agreement and deliver
such documents to Headhunter in the form of an offer that would remain open
until such time as Headhunter could accept it.

   After much discussion among representatives for Headhunter and Career
Holdings, Career Holdings increased its offer to $9.25 per share in cash, but
indicated it would not be able to obtain the required board approvals by Career
Holdings, Knight Ridder Digital and Tribune until August 22, 2001.

   On August 19, 2001, CSFB also contacted the financial advisor for the Other
Party and indicated that Headhunter was willing to work with the Other Party to
negotiate a definitive agreement, but advised that another party still had made
and not withdrawn a higher cash price per share. Finally, on August 19, 2001,
at 9:00 p.m., the Headhunter Board met again in order to be updated by its
legal and financial advisors on the status of all negotiations with the Other
Party and Career Holdings.

   Between August 20 and 22, 2001, the Headhunter Board met repeatedly to
review the status of and direct the course of negotiations with the Other Party
and Career Holdings. During such time period, Headhunter and its
representatives also worked diligently with representatives of both the Other
Party and Career Holdings to identify all open issues and negotiate final
proposed definitive agreements even though, in the case of the Other Party, the
original deadline for the expiration of its offer had passed.

   At 6:00 p.m. on Monday, August 20, 2001, the Headhunter Board met and was
updated by its legal and financial advisors on the status of negotiations. The
Headhunter Board requested CSFB to seek clarity from each of the bidders about
their respective approval processes and timing. In response to questions from
directors, A&B
once again reviewed with the Headhunter Board its fiduciary obligations under
these circumstances. Again at 11:00 p.m. on August 20, 2001, the Headhunter
Board met to be updated on the status of contract negotiations with Career
Holdings and the Other Party.

   On Tuesday, August 21, 2001, senior executives of Knight Ridder Digital and
Tribune each telephoned William H. Scott III, the Chairman of the Board of
Directors, to provide assurances that their respective management teams fully
supported the transaction and that they believed their respective boards of
directors would approve the transaction, but that it was just not possible to
have an actual meeting before August 22. At 6:00 p.m. on Tuesday, August 21,
2001, the Headhunter Board met again. It was reported that the required board
approvals by Career Holdings, Knight Ridder Digital and Tribune were scheduled
for the next day, August 22. Once again, the Headhunter Board discussed with
counsel its fiduciary obligations.

   By early evening on Wednesday, August 22, 2001, the proposed definitive
agreements between Headhunter and the Other Party and Headhunter and Career
Holdings had been substantially negotiated. Each party's proposed definitive
agreements provided for an all-cash tender offer and a follow-up merger at the
same cash consideration as to be paid in the tender offer. The Other Party's
offer stood at $8.50 per share in cash and Career Holdings' offer stood at
$9.25 in cash. The proposed definitive agreements of each bidder were
substantially the same in most material respects, except that the proposed
definitive agreement with the Other Party reflected several issues that had not
been finalized, the most important of which was that the Other Party insisted
on a stock option agreement from ITC and the Headhunter directors and executive
officers and Career Holdings had agreed not to require such an option. ITC,
which holds approximately 26.5% of the Headhunter Shares, had steadfastly
refused to execute such an option arrangement with either Career Holdings or
the Other Party.

   On August 22, 2001, the boards of directors of Career Holdings, Knight
Ridder Digital and Tribune each unanimously approved a proposed definitive
agreement with Headhunter. Career Holdings executed the definitive agreement on
August 22, 2001 and delivered it to Headhunter along with assurances that the
offer represented by the executed definitive agreement would remain open for
acceptance by Headhunter until early Friday morning, August 24, 2001. At a
meeting on the evening of August 22, 2001, the Headhunter Board met again and
decided, in view of the offer made by Career Holdings for a deal at $9.25 per
share in cash, that it

                                      15

<PAGE>

could no longer proceed with the cash proposal of $8.50 from the Other Party.
Following its meeting on the evening of August 22, the Headhunter Board
instructed CSFB to communicate to the Other Party that Headhunter could not
proceed with an offer at $8.50 but would consider a higher offer together with
improved terms approved by the board of directors of the Other Party if such an
improved offer could be made prior to August 24, 2001.

   CSFB spoke by telephone to the financial advisor for the Other Party on the
evening of August 22 and communicated this information. The financial advisor
for the Other Party indicated that the Other Party was likely to be unable to
reconvene its board of directors to consider a higher bid by August 24, 2001
and, in any event, may not wish to increase its offer under any circumstances.

   On August 23, 2001, at 6:00 p.m., the Headhunter Board met again and
reviewed the status and received reports from CSFB and A&B. CSFB also
summarized its analysis that had been done in connection with an anticipated
request from the Headhunter Board for a fairness opinion about the
consideration to be received by the Headhunter shareholders from a financial
point of view. CSFB did not, however, deliver its fairness opinion at this
meeting.

   At approximately 3:05 a.m. on August 24, 2001, the Headhunter Board convened
a meeting. The offer made by Career Holdings was scheduled to expire at 5:00
a.m., Eastern Time, on August 24, 2001. At this meeting CSFB reiterated its
fairness opinion analysis from the Headhunter Board meeting the preceding
evening and delivered its opinion that the consideration to be received in a
transaction with Career Holdings was fair to the Headhunter shareholders from a
financial point of view. After discussion and consideration of certain factors
and reasons, the Headhunter Board unanimously determined that the Merger
Agreement and the transactions contemplated thereby, including the Offer and
the Merger, are fair to and in the best interests of the Headhunter
shareholders, unanimously approved the Merger Agreement and the transactions
contemplated thereby, including the Offer and the Merger, and unanimously
recommended that the Headhunter shareholders accept the Offer and tender their
Shares pursuant to the Offer. In addition, the Headhunter Board unanimously
approved the terms of the Stockholder Agreements.

   Following the meeting of the Headhunter Board, on August 24, 2001,
Headhunter, Career Holdings and Purchaser executed the Merger Agreement, and
ITC and each of the members of the Headhunter Board executed the Stockholder
Agreements.

   On August 24, 2001, prior to the opening of the financial markets,
CareerBuilder, Knight Ridder Digital and Tribune issued a press release
announcing the execution of the Merger Agreement and the related documents.

   On August 31, 2001, Career Holdings and Purchaser commenced the Offer.

12. The Merger Agreement; The Stockholder Agreements.

  The Merger Agreement.

   The following summary description of the Merger Agreement is qualified in
its entirety by reference to the agreement itself, which we have filed as an
exhibit to the Tender Offer Statement on Schedule TO that we filed with the
SEC. You may examine and copy the Tender Offer Statement as set forth in
Section 8.

   The Offer. The Merger Agreement provides for the commencement of the Offer
by Purchaser. The obligation of Purchaser to accept for payment and pay for
Shares validly tendered pursuant to the Offer is subject to the Minimum
Condition, the HSR Condition and the prior satisfaction or waiver by us of the
conditions to the Offer set forth in Section 15 hereof. The Merger Agreement
provides that, without the prior written consent of Headhunter, we will not (i)
reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price,
(iii) impose additional conditions to the Offer other than the conditions set
forth in Section 15 or amend any material term of the Offer in any manner
adverse to holders of Shares, (iv) except as described in the next two
paragraphs, extend the expiration date of the Offer, (v) change the form of
consideration payable in the Offer or (vi) amend or waive the Minimum
Condition.

                                      16

<PAGE>

   We have agreed with Headhunter that we will not extend the Offer without the
consent of Headhunter; provided, however, that without the consent of
Headhunter, (i) we may extend the Offer as required by applicable law
(including for any period required by any rule, regulation, interpretation or
position of the SEC or the staff thereof), (ii) if, immediately prior to the
scheduled expiration date of the Offer (as it may be extended), any condition
to the Offer has not been satisfied or waived, we may, in our sole discretion,
extend the expiration date of the Offer for one or more periods (not in excess
of 10 business days each), (iii) if, immediately prior to the scheduled
expiration date of the Offer (as it may be extended), the Shares validly
tendered and not properly withdrawn pursuant to the Offer constitute at least
the Minimum Condition but less than 90% of the outstanding Shares, we may, in
our sole discretion, extend the Offer for one or more periods not to exceed an
aggregate of five business days, notwithstanding that all conditions to the
Offer are satisfied as of such expiration date of the Offer, (iv) we may extend
the Offer in connection with an increase in the consideration to be paid
pursuant to the Offer so as to comply with applicable rules and regulations of
the SEC, or (v) in our sole discretion, we may extend the Offer for any other
reason for one or more periods not to exceed an aggregate of five business
days.

   We have also agreed with Headhunter that if, at any scheduled expiration
date of the Offer, the HSR Condition or any of the events set forth in
paragraphs (a) or (b) of Section 15 shall have occurred and be continuing and
Headhunter is contesting that event as required by the Merger Agreement, then
we will extend the Offer from time to time, provided that in no event shall we
be required to extend the Offer beyond November 7, 2001.

   The Merger. If the Offer is consummated, the Merger Agreement provides that
Purchaser shall merge with and into Headhunter following the satisfaction or
waiver of the conditions to the Merger contained in the Merger Agreement. As a
result of the Merger, the separate corporate existence of Purchaser will cease
and Headhunter will continue as the Surviving Corporation.

   At the effective time of the Merger (the "Effective Time"), (i) the Articles
of Incorporation, as amended, of Headhunter shall be the Articles of
Incorporation of the Surviving Corporation, (ii) the Bylaws of Purchaser shall
be the Bylaws of the Surviving Corporation, (iii) the directors of Purchaser
shall become the directors of the Surviving Corporation and (iv) the officers
of Purchaser shall become the officers of the Surviving Corporation.

   Headhunter has agreed that it will, at our request, as soon as practicable
following the purchase of Shares pursuant to the Offer, (i) prepare and file
with the SEC a proxy statement relating to the Merger Agreement and to respond
to any comments of the SEC and its staff and to cause the proxy statement to be
mailed to its shareholders as promptly as practicable after responding to all
such comments to the satisfaction of the staff and (ii) convene a meeting of
its shareholders for the purpose of considering the approval of the Merger
Agreement and the Merger. If Purchaser or any other subsidiary of Career
Holdings owns at least 90% of the outstanding Shares, Career Holdings,
Purchaser and Headhunter shall take all necessary and appropriate action to
cause the Merger to become effective as soon as practicable after expiration of
the Offer without a meeting of the shareholders of Headhunter, in accordance
with Section 14-2-1104 of the GBCC.

   Conversion of Securities. At the Effective Time, by virtue of the Merger and
without any action on the part of Purchaser, Headhunter or the holders of any
securities of Purchaser or Headhunter, each Share (other than Shares held in
the treasury of Headhunter, or owned by Career Holdings or Purchaser, and other
than Shares owned by shareholders, if any, who are entitled to and who properly
perfect dissenters' rights under the GBCC) shall be automatically cancelled and
extinguished and be converted into the right to receive from the Surviving
Corporation, in cash, the Merger Consideration. Each share of capital stock of
Purchaser issued and outstanding immediately prior to the Effective Time shall,
at the Effective Time, by virtue of the Merger and without any action on the
part of the holder of any shares of stock of Purchaser, be converted into and
become one fully paid and nonassessable share of common stock of the Surviving
Corporation.

   The Merger Agreement provides that Career Holdings, the Surviving
Corporation or the designated paying agent will be entitled to deduct and
withhold from the consideration otherwise payable pursuant to the Merger
Agreement to any holder of Shares such amounts as Career Holdings or such
paying agent reasonably determines it is required to deduct and withhold with
respect to the making of such payment under the Internal Revenue Code or any
other applicable law.

                                      17

<PAGE>

   Representations and Warranties. In the Merger Agreement, Headhunter has made
customary representations and warranties to Career Holdings and Purchaser. The
representations and warranties of Headhunter relate, among other things, to
organization, standing and power, and subsidiaries; capitalization; authority,
absence of conflicts, and required consents and filings; SEC filings, financial
statements and information provided; absence of undisclosed liabilities;
absence of certain changes or events; taxes; real properties; intellectual
property; agreements, contracts and commitments; litigation and product
liability; environmental matters; employee benefit plans; compliance with laws;
permits; labor matters; insurance; affiliate transactions; assets; warranty;
customers and suppliers; opinion of financial advisor; rights agreement; and
brokers.

   Purchaser and Career Holdings have also made customary representations and
warranties to Headhunter. Representations and warranties of Purchaser and
Career Holdings relate, among other things, to their organization, good
standing and authority to enter into the Merger Agreement and to consummate the
transactions contemplated thereby; required filings and consents and absence of
conflicts; information provided; interim operations of Purchaser; and
financing.

   Covenants Relating to the Conduct of Business. During the period from the
date of the Merger Agreement to the earlier of the termination of the Merger
Agreement in accordance with its terms or the Effective Time, Headhunter shall,
and shall cause each of its subsidiaries to, act in the ordinary course of
business, and use commercially reasonable efforts to maintain and preserve its
and each subsidiary's business organization, assets, and properties, keep
available the services of its present officers and employees and preserve its
advantageous business relationships with customers, strategic partners,
suppliers, distributors and others having business dealings with it to the end
that its goodwill and ongoing business shall be unimpaired at the Effective
Time. In addition, during that period, Headhunter shall not, and shall not
permit any of its subsidiaries to, without the prior written consent of Career
Holdings:

      (a) (i) declare, set aside or pay any dividends on, or make any other
   distributions (whether in cash, securities or other property) in respect of,
   any of its capital stock (other than dividends and distributions by a direct
   or indirect wholly owned subsidiary of Headhunter to its parent); (ii)
   split, combine or reclassify any of its capital stock or issue or authorize
   the issuance of any other securities in respect of, in lieu of or in
   substitution for shares of its capital stock or any of its other securities;
   or (iii) purchase, redeem or otherwise acquire any shares of its capital
   stock or any other securities or any rights, warrants or options to acquire
   any such shares or other securities;

      (b) issue, deliver, sell, grant, pledge or otherwise dispose of or
   encumber any shares of its capital stock, any other voting securities or any
   securities convertible into or exchangeable for, or any rights, warrants or
   options to acquire, any such shares, voting securities or convertible or
   exchangeable securities (other than the issuance of Shares upon the exercise
   of stock options or warrants outstanding on the date of the Merger Agreement
   in accordance with their present terms);

      (c) amend its articles of incorporation, by-laws or other comparable
   charter or organizational documents, except as expressly provided by the
   Merger Agreement;

      (d) acquire (i) by merging or consolidating with, or by purchasing all or
   a substantial portion of the assets or any stock of, or by any other manner,
   any business or any corporation, partnership, joint venture, limited
   liability company, association or other business organization or division
   thereof or (ii) acquire any assets that are material, in the aggregate, to
   Headhunter and its subsidiaries, taken as a whole, except purchases of
   inventory and components in the ordinary course of business;

      (e) except in the ordinary course of business, sell, lease, license,
   pledge or otherwise dispose of or encumber any of properties or assets of
   Headhunter or its subsidiaries;

      (f) whether or not in the ordinary course of business, sell, dispose of,
   or otherwise transfer any assets material to Headhunter and its
   subsidiaries, taken as a whole (including any accounts, leases, contracts or
   intellectual property or any assets or the stock of any subsidiaries, but
   excluding the sale or non-exclusive license of products in the ordinary
   course of business);

      (g) adopt or implement any shareholder rights plan or, except as provided
   in the Merger Agreement, alter or further amend the Rights Agreement or the
   Rights;

                                      18

<PAGE>

      (h) enter into an agreement with respect to any merger, consolidation,
   liquidation or business combination, or any acquisition or disposition of
   all or substantially all of the assets or securities of Headhunter or any of
   its subsidiaries;

      (i) (i) except as permitted under the Merger Agreement, incur or suffer
   to exist any indebtedness for borrowed money other than such indebtedness
   reflected on the balance sheet of Headhunter as of June 30, 2001 or
   guarantee any such indebtedness of another person, (ii) issue, sell or amend
   any debt securities or warrants or other rights to acquire any debt
   securities of Headhunter or any of its subsidiaries, guarantee any debt
   securities of another person, enter into any "keep well" or other agreement
   to maintain any financial statement condition of another person or enter
   into any arrangement having the economic effect of any of the foregoing,
   (iii) make any loans, advances (other than routine advances to employees of
   Headhunter in the ordinary course of business) or capital contributions to,
   or investments in, any other person, other than Headhunter or any of its
   direct or indirect wholly owned subsidiaries, or (iv) enter into any hedging
   agreement or other financial agreement or arrangement fluctuations in
   commodities prices or exchange rates;

      (j) make any capital expenditures or other expenditures with respect to
   property, plant or equipment in excess of $500,000 in the aggregate for
   Headhunter and its subsidiaries, taken as a whole;

      (k) make any change in accounting methods, principles or practices,
   except insofar as may have been required by a change in generally accepted
   accounting principles or, except as so required, change any assumption
   underlying, or method of calculating, any bad debt, contingency or other
   reserve;

      (l) (i) pay, discharge, settle or satisfy any claims, liabilities or
   obligations (whether absolute, accrued, asserted or unasserted, contingent
   or otherwise), other than the payment, discharge or satisfaction, in the
   ordinary course of business or in accordance with their terms as in effect
   on the date of the Merger Agreement, of claims, liabilities or obligations
   reflected or reserved against in, or contemplated by, the most recent
   consolidated financial statements (or the notes thereto) of Headhunter
   included in any reports, registration statements, forms and other documents
   filed by Headhunter with the SEC prior to the date of the Merger Agreement
   (to the extent so reflected or reserved against) or incurred since the date
   of such financial statements in the ordinary course of business, or (ii)
   waive any material benefits of, modify in any adverse respect, fail to
   enforce, or consent to any matter with respect to which its consent is
   required under, any confidentiality, standstill or similar agreements to
   which Headhunter or any of its subsidiaries is a party;

      (m) modify, amend or terminate any material contract or agreement to
   which Headhunter or any of its subsidiaries is party, other than
   modifications, terminations or amendments reflected on the disclosure
   schedules provided by Headhunter to Career Holdings and Purchaser, or
   knowingly waive, release or assign any material rights or claims (including
   any write-off or other compromise of any accounts receivable of Headhunter
   or any of its subsidiaries);

      (n) (i) except in the ordinary course of business, enter into any
   contract or agreement relating to the rendering of services or the
   distribution, sale or marketing by third parties of the products of, or
   products licensed by, Headhunter or any of its subsidiaries or (ii) license
   any material intellectual property rights to or from any third party, other
   than non-exclusive licenses which may not be canceled without penalty by
   Headhunter or its subsidiaries upon written notice of 30 days or less;

      (o) except as required to comply with applicable law or agreements, plans
   or arrangements existing on the date of the Merger Agreement, (i) take any
   action with respect to, adopt, enter into, terminate or amend any
   employment, severance or similar agreement or benefit plan for the benefit
   or welfare of any current or former director, officer, employee or
   consultant or any collective bargaining agreement, (ii) increase in any
   material respect the compensation or fringe benefits of, or pay any bonus
   to, any director, officer, key employee or consultant, (iii) amend or
   accelerate the payment, right to payment or vesting of any compensation or
   benefits, including any outstanding options or any restricted stock awards
   (with certain exceptions), (iv) pay any material benefit not currently
   provided for under any benefit plan, (v) grant any awards under any bonus,
   incentive, performance or other compensation plan or arrangement or benefit
   plan,

                                      19

<PAGE>

   including the grant of stock options, stock appreciation rights, stock based
   or stock related awards, performance units or restricted stock, or the
   removal of existing restrictions in any benefit plans or agreements or
   awards made thereunder, or (vi) take any action other than in the ordinary
   course of business to fund or in any other way secure the payment of
   compensation or benefits under any employee plan, agreement, contract or
   arrangement or benefit plan;

      (p) make or rescind any tax election, settle or compromise any tax
   liability or amend any tax return;

      (q) commence any offering of Shares pursuant to the Headhunter's 2000
   Employee Stock Purchase Plan;

      (r) initiate, compromise or settle any material litigation or arbitration
   proceeding;

      (s) open or close any material facility or office;

      (t) fail to maintain insurance at levels substantially comparable to
   levels existing as of the date of the Merger Agreement;

      (u) fail to pay accounts payable and other obligations in the ordinary
   course of business; or

      (v) authorize any of, or commit or agree, in writing or otherwise, to
   take any of, the foregoing actions or any action which would cause any
   representation or warranty of Headhunter set forth in the Merger Agreement
   to be inaccurate under the applicable standard set forth in paragraph (e) of
   Section 15 of this Offer to Purchase, or would materially impair or prevent
   the satisfaction of any conditions set forth in Section 15 of this Offer to
   Purchase or set forth below under "--Conditions Precedent".

   No Solicitation. Under the Merger Agreement, neither Headhunter nor any of
its subsidiaries shall, and Headhunter shall cause its or their directors,
officers, employees, investment bankers, attorneys, accountants or other
agents, advisors or representatives not to, directly or indirectly (i) solicit,
initiate, participate in, or encourage or take any other action which
facilitate, any inquiries or the making of any proposal or offer that
constitutes, or may reasonably be expected to lead to, any Acquisition Proposal
(as defined below) or (ii) enter into, continue or otherwise participate in any
discussions or negotiations regarding, furnish to any person any information
with respect to, assist or participate in any effort or attempt by any person
with respect to, or otherwise cooperate in any way with, any Acquisition
Proposal. Notwithstanding the foregoing, prior to the acceptance for payment of
any Shares pursuant to the Offer, Headhunter may, to the extent required by the
fiduciary obligations of the Headhunter Board, as determined in good faith by
the Headhunter Board after consultation with outside counsel, in response to an
unsolicited Superior Proposal (as defined below) and subject to Headhunter's
compliance with its requirement to provide notice to Career Holdings of any
Acquisition Proposal, (x) furnish information with respect to Headhunter to the
person making such Superior Proposal pursuant to a customary confidentiality
agreement and (y) participate in discussions or negotiations with such person
regarding any Superior Proposal.

   The Merger Agreement provides that the Headhunter Board shall recommend the
Offer and the Merger to the Headhunter shareholders, and neither the Headhunter
Board nor any committee thereof shall (i) except as otherwise permitted by the
Merger Agreement, withdraw or modify, or propose to withdraw or modify, in a
manner adverse to Career Holdings or Purchaser, the approval or recommendation
by the Headhunter Board or any such committee of the Merger Agreement, the
Offer or the Merger; (ii) cause or permit Headhunter to enter into any letter
of intent, memorandum of understanding, agreement in principle, acquisition
agreement, merger agreement or similar agreement (an "Acquisition Agreement")
constituting or relating to any Acquisition Proposal; or (iii) adopt, approve
or recommend, or propose to adopt, approve or recommend, any Acquisition
Proposal. Notwithstanding the foregoing, prior to the acceptance and payment of
Shares pursuant to the Offer and from the third business day following Career
Holdings' receipt of written notice advising Career Holdings that the
Headhunter Board has decided to accept a Superior Proposal, specifying the
material terms and conditions of such Superior Proposal and identifying the
person making such Superior Proposal, the Headhunter Board may, in response to
an unsolicited Superior Proposal, withdraw or modify the recommendation by the

                                      20

<PAGE>

Headhunter Board of the Merger Agreement, the Offer or the Merger or terminate
the Merger Agreement, if the Headhunter Board determines in good faith, after
consultation with outside counsel, that failure to do so would be inconsistent
with its fiduciary obligations (and concurrently therewith causes Headhunter to
enter into an Acquisition Agreement with respect to such Superior Proposal).
Nothing shall be deemed to permit Headhunter to take any action described in
clauses (ii) or (iii) of the first sentence of this paragraph unless it has
terminated the Merger Agreement and paid to Career Holdings the Termination Fee
(as defined below).

   The Merger Agreement requires that Headhunter shall immediately advise
Career Holdings orally, with written confirmation to follow within 24 hours, of
any Acquisition Proposal or any request for nonpublic information in connection
with any Acquisition Proposal, or any inquiry with respect to, or that could
reasonably be expected to lead to any Acquisition Proposal, the material terms
and conditions of any such Acquisition Proposal or inquiry and the identity of
the person making any such Acquisition Proposal or inquiry. Headhunter shall
not provide any information to or participate in discussions or negotiations
with the person or entity making any Superior Proposal until two business days
after Headhunter has first notified Career Holdings of such Acquisition
Proposal as required by the preceding sentence. Headhunter shall (i) keep
Career Holdings informed of the status and details (including any change to the
terms) of any such Acquisition Proposal or inquiry, and (ii) if Career Holdings
shall make a counterproposal, consider and cause its financial and legal
advisors to negotiate on its behalf in good faith with respect to the terms of
such counterproposal. Contemporaneously with providing any information to a
third party in connection with any such Superior Proposal or inquiry,
Headhunter shall furnish a copy of such information to Career Holdings.

   Nothing contained in the Merger Agreement shall be deemed to prohibit
Headhunter from taking and disclosing to its shareholders a position with
respect to a tender or exchange offer by a third party required pursuant to
Rule 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided, however,
that, except as set forth above, in no event shall the Headhunter Board or any
committee thereof withdraw or modify, or propose to withdraw or modify, its
position with respect to the Merger Agreement, the Offer or the Merger or
adopt, approve or recommend, or propose to adopt, approve or recommend, any
Acquisition Proposal.

   For purposes of the Merger Agreement, "Acquisition Proposal" means (i) any
inquiry, proposal or offer for a merger, consolidation, dissolution, sale of
substantial assets, tender offer, recapitalization, share exchange or other
business combination involving Headhunter or any of its subsidiaries, (ii) any
proposal for the issuance by Headhunter or any of its subsidiaries of over 15%
of its equity securities (provided that, so long as the Stockholder Agreements
are in full force and effect without material breach thereof solely for
purposes of paragraph (c) under "--Fees and Expenses" below, such percentage
shall be 40% of its equity securities) or (iii) any proposal or offer to
acquire in any manner, directly or indirectly, over 15% (provided that, so long
as the Stockholder Agreements are in full force and effect without material
breach there of solely for purposes of paragraph (c) under "--Fees and
Expenses" below, such percentage shall be 40%) of the equity securities or
consolidated total assets of Headhunter, in each case other than the
transactions contemplated by the Merger Agreement.

   Also for purposes of the Merger Agreement, "Superior Proposal" means any
unsolicited, bona fide written proposal made by a third party to acquire
substantially all the equity securities or assets of Headhunter, pursuant to a
tender or exchange offer, a merger, or a sale of its assets, (i) on terms which
the Headhunter Board determines, at a duly constituted meeting of the
Headhunter Board or by unanimous written consent, in its reasonable good faith
judgment to be reasonably likely to be more favorable, both financially and
otherwise, to the holders of Shares than the transactions contemplated by the
Merger Agreement (after receiving the advice of Headhunter's independent
financial advisor that the value of the consideration provided for in such
proposal exceeds the value of the consideration provided for in the Merger),
taking into account all the terms and conditions of such proposal and the
Merger Agreement (including any proposal by Career Holdings to amend the terms
of the Merger Agreement) and (ii) that in the good faith judgment of the
Headhunter Board (after consultation with outside counsel) is reasonably
capable of being completed timely on the terms proposed, taking into account
all financial, regulatory, legal and other aspects of such proposal; and for
which financing, to the

                                      21

<PAGE>

extent required, is then committed or which, in the reasonable good faith
judgment of the Headhunter Board, as expressed in a resolution adopted at a
duly constituted meeting (based on the advice of Headhunter's independent
financial advisor), is reasonably capable of being obtained by such third
party.

   Stock Options and Warrants. Pursuant to the Merger Agreement, Headhunter
shall adjust the terms of all outstanding stock options and warrants to provide
that each stock option and warrant outstanding shall be canceled in exchange
for a cash payment by Headhunter at the Effective Time of an amount equal to
(i) the excess, if any, of (x) the Merger Consideration per Share over (y) the
exercise price per Share subject to such stock option or warrant, multiplied by
(ii) the number of Shares subject to such stock option or warrant. Headhunter
shall use its best efforts to obtain all necessary consents of the holders of
the stock options and warrants necessary to effectuate this cancellation.

   Headhunter's stock plans shall terminate as of the Effective Time, and the
provisions in any other of Headhunter's employee plans providing for the
issuance, transfer or grant of any Headhunter capital stock or any interest in
respect of any Headhunter capital stock shall terminate and be deleted as of
the Effective Time or (if permissible) at Purchaser's request, upon the initial
acceptance of the Shares pursuant to the Offer, and Headhunter shall ensure
that following the Effective Time no holder of a stock option or any
participant in any stock plan or other employee plan shall have any right
thereunder to acquire any capital stock of Headhunter.

   Headhunter has agreed that, as soon as practicable following the date of the
Merger Agreement, the Headhunter Board or, if appropriate, any committee
administering Headhunter's 2000 Employee Stock Purchase Plan, shall, if
permitted by the terms of such plan, adopt such resolutions or take such
actions as are required to (i) cancel all options under such plan and (ii)
terminate such plan prior to the Effective Time and return all payroll
deductions credited to the participants in such plan entitled thereto.

   Convertible Debt. The Merger Agreement provides that Headhunter shall take
all actions necessary to block the conversion into Shares of any unpaid
principal and interest outstanding under the Omnicom Credit Agreement.
Headhunter shall repay all unpaid amounts of principal and interest under the
Omnicom Credit Agreement in full prior to the Effective Time and Career
Holdings shall provide financing to Headhunter on commercially reasonable terms
in amounts sufficient to satisfy such obligation to Omnicom. See Section 13 for
more information on recent developments concerning the Omnicom Credit
Agreement.

   Indemnification. Pursuant to the Merger Agreement, for a period of six years
from and after the Effective Time, in the event of any threatened or actual
claim, action, suit, proceeding, or investigation, whether civil, criminal, or
administrative, including, without limitation, any such claim, action, suit,
proceeding or investigation in which any person who is now, or has been at any
time prior to the date of the Merger Agreement, a director or officer of
Headhunter (the "Indemnified Parties") is, or is threatened to be, made a party
based in whole or in part on, or arising in whole or in part out of, or
pertaining to (i) the fact that he or she is or was a director, officer, or
employee of Headhunter, or (ii) the Merger Agreement or any of the transactions
contemplated hereby, whether in any case asserted or arising before or after
the Effective Time, the Surviving Corporation shall indemnify and hold
harmless, as and to the fullest extent permitted by law, each such Indemnified
Party against any liability (including reasonable attorneys' fees and expenses
in advance of the final disposition of any claim, suit, proceeding, or
investigation to each Indemnified Party to the fullest extent permitted by law
upon receipt of any undertaking required by applicable law in form and
substance which is reasonably satisfactory to the Surviving Corporation),
judgments, fines, and amounts paid in settlement in connection with any such
threatened or actual claim, action, suit, proceeding, or investigation, and in
the event of any such threatened or actual claim, action, suit, proceeding, or
investigation (whether asserted or arising before or after the Effective Time),
the Indemnified Parties may retain counsel reasonably satisfactory to them;
provided, however, that (a) the Surviving Corporation shall have the right to
assume the defense thereof and upon such assumption the Surviving Corporation
shall not be liable to any Indemnified Party for any legal expenses of other
counsel or any other expenses subsequently incurred by any Indemnified Party in
connection with the defense thereof, except that if the Surviving Corporation
elects not to assume such defense or counsel for the Indemnified Parties
reasonably advises the Indemnified Parties that there are issues which raise
conflicts of interest between the Surviving Corporation and the Indemnified
Parties, the Indemnified Parties may retain one (but only one) counsel
reasonably satisfactory to

                                      22

<PAGE>

them and the Surviving Corporation, and in such instance the Surviving
Corporation shall pay the reasonable fees and expenses of such counsel for the
Indemnified Parties, (b) the Surviving Corporation shall not be liable for any
settlement effected without its prior written consent, and (c) the Surviving
Corporation shall have no obligation hereunder to any Indemnified Party when
and if a court of competent jurisdiction shall ultimately determine, and such
determination shall have become final and nonappealable, that indemnification
of such Indemnified Party in the manner contemplated hereby is prohibited by
applicable law.

   Under the Merger Agreement, the Surviving Corporation agrees that all rights
to indemnification and all limitations on liability existing in favor of the
directors, officers, and employees of Headhunter and its subsidiaries as
provided in their respective articles of incorporation, bylaws, or similar
governing instruments as in effect as of the date of the Merger Agreement with
respect to matters occurring prior to the Effective Time shall survive the
Merger and shall continue in full force and effect, and shall be honored by
such entities or their respective successors as if they were the indemnifying
party thereunder, without any amendment thereto, for a period of six years
after the Effective Time; provided, further, however, that nothing contained in
this section shall be deemed to preclude the liquidation, consolidation, or
merger of Headhunter or any subsidiary, in which case all of such rights to
indemnification and limitations on liability shall be deemed to so survive and
continue notwithstanding any such liquidation, consolidation, or merger.
Without limiting the foregoing, in any case in which approval by the Surviving
Corporation is required to effectuate any indemnification, Career Holdings
shall direct, at the election of the Indemnified Party, that the determination
of any such approval shall be made after consultation with independent counsel
mutually agreed upon between the Surviving Corporation and the Indemnified
Party.

   Pursuant to the Merger Agreement, Career Holdings, from and after the
Effective Time, will directly or indirectly cause the persons who served as
directors or officers of Headhunter at or before the Effective Time to be
covered by Headhunter's existing directors' and officers' liability insurance
policy (provided that Career Holdings may substitute therefor policies of
substantially similar coverage and amounts containing terms and conditions
which are not less advantageous than such policy), provided that Career
Holdings shall not be required to pay an annual premium for such insurance in
excess of 200% of the last annual premiums paid prior to the date of the Merger
Agreement, but in such case shall purchase as much coverage as possible for
such amount. Such insurance coverage shall commence at the Effective Time and
will be provided for a period of no less than six years after the Effective
Time.

   Board Representation. The Merger Agreement provides that promptly after such
time as Purchaser purchases Shares pursuant to the Offer, Purchaser will be
entitled to designate at its option up to that number of directors of the
Headhunter Board, subject to compliance with Section 14(f) of the Exchange Act,
as will make the percentage of Headhunter's directors designated by Purchaser
equal to the percentage of the aggregate voting power of the Shares held by
Career Holdings or any of its subsidiaries; provided, however, that in the
event that Purchaser's designees are elected to the Headhunter Board, until the
Effective Time the Headhunter Board shall have at least two directors who were
directors of Headhunter on the date of the Merger Agreement and who are not
officers of Headhunter (the "Independent Directors"). If the number of
Independent Directors shall be reduced below two for any reason, the
Independent Director shall designate an Independent Director for purposes of
the Merger Agreement or, if no Independent Directors then remain, the other
directors of Headhunter shall designate two persons to fill such vacancies who
shall not be directors, officers, employees or affiliates of Career Holdings or
any of its subsidiaries, and such persons shall be deemed to be Independent
Directors for purposes of the Merger Agreement. Following the time that
Purchaser's designees to the Headhunter Board constitute a majority of the
Headhunter Board and prior to the Effective Time, any amendment or modification
of the Merger Agreement, any termination of the Merger Agreement by Headhunter,
any extension by Headhunter of the time for the performance of any of the
obligations or other acts of Career Holdings or Purchaser or any waiver of any
condition to Headhunter's obligations under the Merger Agreement or any of
Headhunter's rights under the Merger Agreement will require the concurrence of
at least one of the Independent Directors. Headhunter shall take all action
requested by Career Holdings to effect any such election, including mailing to
its shareholders the information required by Section 14(f) of the Exchange Act
and Rule 14f-1 promulgated thereunder, and

                                      23

<PAGE>

Headhunter agrees to make such mailing with the mailing of the Schedule 14D-9
(provided that Purchaser shall have provided to Headhunter on a timely basis
all information required to be included in the Information Statement with
respect to Purchaser's designees). In connection with the foregoing, Headhunter
will promptly, at the option of Career Holdings, either increase the size of
the Headhunter Board and/or obtain the resignation of such number of its
current directors as is necessary to enable Purchaser's designees to be elected
or appointed to the Headhunter Board as provided above.

   Beneficiary of the Investment Agreement. Pursuant to the Merger Agreement,
Career Holdings has agreed that Headhunter is an express third party
beneficiary of the Investment Agreement dated as of August 24, 2001 (the
"Investment Agreement") between Career Holdings, Tribune and Knight Ridder
Digital for purposes of enforcing its rights against Career Holdings pursuant
to the Merger Agreement. See " -- The Investment Agreement."

   Rights Agreement. As required by the Merger Agreement, Headhunter has
amended the Rights Agreement and has agreed to take all other action necessary
or appropriate so that the execution, delivery and performance of the Merger
Agreement and/or the Stockholder Agreements do not and will not result in the
ability of any person to exercise any of the Rights under the Rights Agreement
or enable or require the Rights issued thereunder to separate from the shares
of Company Common Stock to which they are attached or to be triggered or become
exercisable or cease to be redeemable.

   Conditions Precedent. The respective obligations of each party to effect the
Merger are subject to the satisfaction (or waiver by each party) prior to the
Effective Time of the following conditions: (i) the Merger Agreement shall have
been approved and adopted by the requisite vote of the shareholders of
Headhunter (unless the vote of shareholders is not required under the GBCC) as
required by the GBCC and Headhunter's Articles of Incorporation; (ii) any
waiting period (and any extension thereof) applicable to the consummation of
the Merger under the HSR Act shall have expired or been terminated; (iii)
Purchaser shall have previously accepted for payment and paid for Shares
pursuant to the Offer; and (iv) no temporary restraining order, preliminary or
permanent injunction or other order, decree or ruling issued by a court or by
any governmental entity nor any statute, rule, regulation or executive order
promulgated or enacted by any governmental entity shall be in effect, which
would make the acquisition or holding by Career Holdings or its subsidiaries of
the Shares illegal or otherwise prevent the consummation of the Merger.

   Termination. The Merger Agreement provides that it may be terminated at any
time prior to the Effective Time, whether before or after adoption of the
Merger Agreement by the shareholders of Headhunter, as follows:

      (a) by mutual written consent of Career Holdings and Headhunter;

      (b) by either Career Holdings or Headhunter: (i) if (x) as a result of
   the failure of any of the conditions to the Offer as set forth in Section 15
   of this Offer to Purchase, the Offer shall have terminated or expired in
   accordance with its terms without Purchaser having accepted for payment any
   Shares pursuant to the Offer or (y) Purchaser shall not have accepted for
   payment any Shares pursuant to the Offer prior to November 20, 2001,
   provided that if on such date each of the conditions to the Offer as set
   forth in Section 15 of this Offer to Purchase other than the HSR Condition
   (as defined below) has been fulfilled or is capable of being fulfilled, then
   such date shall be extended to January 20, 2002 (provided that the right to
   terminate the Merger Agreement pursuant to this clause (b)(i) shall not be
   available to any party whose failure to fulfill any obligations under the
   Merger Agreement results in the failure of the Offer to be consummated), or
   (ii) if any Governmental Entity shall have issued an order, decree or ruling
   or taken any other action permanently enjoining, restraining or otherwise
   prohibiting the acceptance for payment of, or payment for, Shares pursuant
   to the Offer and such order, decree or ruling or other action shall have
   become final and nonappealable;

      (c) by Career Holdings prior to the purchase of Shares pursuant to the
   Offer (i) in the event of a breach by Headhunter of any representation,
   warranty, covenant or other agreement contained in the Merger Agreement
   which would give rise to the failure of the Offer conditions described in
   paragraph (e) or (f) of

                                      24

<PAGE>

   Section 15 and cannot be or has not been cured within 20 days after the
   giving of written notice to Headhunter or (ii) if Career Holdings is
   entitled to terminate the Offer as a result of the occurrence of any event
   set forth in paragraph (g) of Section 15 or if Headhunter breaches its
   obligations set forth above under "--No Solicitation";

      (d) by Headhunter in connection with entering into a definitive agreement
   for a Superior Proposal as set forth above under "--No Solicitation",
   provided that Headhunter has complied with all provisions of that section of
   the Merger Agreement, including the notice section, and makes simultaneous
   payment of Expenses (as defined below) and the Termination Fee as provided
   below under "--Fees and Expenses"; or

      (e) by Headhunter prior to the purchase of Shares pursuant to the Offer
   if Career Holdings or Purchaser breaches or fails to perform in any material
   respect any of their respective representations, warranties or covenants
   contained in the Merger Agreement, which breach or failure to perform
   materially impairs Career Holding's and Purchaser's ability to consummate
   the Offer or the Merger and which breach or failure to perform cannot be or
   has not been cured within 20 days after the giving of written notice to
   Career Holdings of such breach.

   In the event of a termination of the Merger Agreement by either Headhunter
or Career Holdings, there shall be no liability or obligation on the part of
Career Holdings, Purchaser or Headhunter (except for certain provisions
pertaining to the payment of certain expenses and fees and except for certain
confidentiality obligations of the parties) other than for liability for any
willful or intentional breach of the Merger Agreement or for fraud.

   Fees and Expenses. Except as provided in the Merger Agreement, all fees and
expenses incurred in connection with the Offer, the Merger and the Merger
Agreement shall be paid by the party incurring such fees and expenses.

   The Merger Agreement provides that Headhunter will pay in same day funds to
Career Holdings the following amounts under the circumstances and at the times
set forth as follows:

      (a) if Career Holdings terminates the Merger Agreement in accordance with
   the provisions described in clause (c)(ii) under "--Termination" above,
   Headhunter shall pay a $8,000,000 termination fee, less the aggregate amount
   of Expenses paid to Career Holdings pursuant to the Merger Agreement (the
   "Termination Fee") within one business day following such termination;

      (b) if Headhunter terminates the Merger Agreement in accordance with the
   provision described in clause (d) under "--Termination" above, Headhunter
   shall pay the Termination Fee within one business day following such
   termination; or

      (c) if Career Holdings terminates the Merger Agreement in accordance with
   the provisions described in clause (c)(i) under "--Termination" above, and
   after the date of the Merger Agreement and prior to such termination an
   Acquisition Proposal shall have been made (x) Headhunter shall pay the
   Expenses (as defined below) of Career Holdings upon demand, and (y) if
   concurrently therewith or within nine months thereafter, Headhunter enters
   into a merger agreement, acquisition agreement or similar agreement
   (including a letter of intent) with respect to an Acquisition Proposal, or
   an Acquisition Proposal is consummated, Headhunter shall pay the Termination
   Fee upon the earlier of the execution of such agreement or upon consummation
   of such Acquisition Proposal.

   For purposes of the Merger Agreement, "Expenses" means documented
out-of-pocket fees and expenses incurred or paid by or on behalf of Career
Holdings and/or Purchaser in connection with the Offer, the Merger or the
consummation of any of the transactions contemplated by the Merger Agreement,
including all fees and expenses of law firms, investment banking firms,
accountants, experts and consultants to Career Holdings and/or Purchaser.

                                      25

<PAGE>

  The Confidentiality Agreement.

   The following summary description of the Confidentiality Agreement is
qualified in its entirety by reference to the Confidentiality Agreement itself,
which we have filed as an exhibit to the Tender Offer Statement on Schedule TO
that we filed with the SEC, which you may examine and copy as set forth in
Section 8.

   Headhunter and CareerBuilder entered into a Confidentiality Agreement dated
August 6, 2001 (the "Confidentiality Agreement"). The Confidentiality Agreement
applies to confidential information (as that term is defined in the
Confidentiality Agreement) exchanged for the purpose of evaluating a possible
transaction such as the Merger. The Confidentiality Agreement provides that
none of the parties shall disclose confidential information provided to it by
another party and that each party shall use confidential information provided
to it by another party only for the purpose of evaluating the possible
transaction. Each party agrees that, without the consent of the other party, it
shall not (i) communicate with any employee of the other party concerning the
possible transaction, (ii) discuss with or offer to any third party an equity
participation in the possible transaction and (iii) solicit any person who is
employed by the other party in an executive or management level position or
otherwise considered to be a key employee for a period of one year. In
addition, each party agrees for one year not to act or seek to control or
influence the management of the other party. The parties are bound by the
provisions of the Confidentiality Agreement until August 6, 2002.

  The Stockholder Agreements.

   The following summary description of the Stockholder Agreements is qualified
in its entirety by reference to the Stockholder Agreements themselves, which we
have filed as exhibits to the Tender Offer Statement on Schedule TO that we
filed with the SEC, which you may examine and copy as set forth in Section 8.

   Career Holdings and Purchaser entered into Stockholder Agreements dated
August 24, 2001 (the "Stockholder Agreements") with each of the following
shareholders of Headhunter: William H. Scott, III, Burton B. Goldstein, Jr.,
Robert M. Montgomery, Michael G. Misikoff, J. Douglas Cox, Kimberly E. Thompson
and ITC Holding Company, Inc. (the "Tendering Shareholders"). The Tendering
Shareholders have agreed to tender 5,524,966 Shares in the Offer, consisting of
approximately 27.1% of the total number of Shares issued and outstanding as of
August 28, 2001.

   Pursuant to the Stockholder Agreements, each Tendering Shareholder has
agreed that, (a) if necessary, such Tendering Shareholder shall vote the
Subject Shares (as defined in the Stockholder Agreements) held by such
Tendering Shareholder in favor of the Merger and the Merger Agreement, provided
that the terms of the Merger Agreement shall not have been amended to adversely
affect such Tendering Shareholder; (b) if necessary, such Tendering Shareholder
shall vote the Subject Shares held by such Tendering Shareholder against: (i)
any other merger agreement or merger, consolidation, combination, sale of
substantial assets, reorganization, recapitalization, dissolution, liquidation
or winding up of or by Headhunter or any other Acquisition Proposal or (ii) any
amendment of Headhunter's articles of incorporation or by-laws or other
proposal or transaction involving Headhunter or any of its subsidiaries, which
amendment or other proposal or transaction would in any manner impede,
frustrate, prevent or nullify the Merger, the Merger Agreement or any of the
other transactions contemplated by the Merger Agreement; (c) such Tendering
Shareholder shall not (i) sell, transfer, pledge, assign or otherwise dispose
of or enter into any contract, option or other arrangement (including any
profit sharing arrangement) with respect to the sale, transfer, pledge,
assignment or other disposition of any or all of the Subject Shares or any
interest therein or (ii) grant any other proxy, power-of-attorney or other
authorization in or with respect to the Subject Shares; (d) such Tendering
Shareholder shall not, and shall not permit any investment banker, attorney or
other adviser or representative of the Tendering Shareholder to (i) directly or
indirectly solicit, initiate or encourage the submission of any Acquisition
Proposal or (ii) directly or indirectly participate in any discussions or
negotiations regarding, or furnish to any person any information with respect
to, or take any other action to facilitate any inquires or the making of any
proposal that constitutes, or may reasonably be expected to lead to, any
Acquisition Proposal in any manner inconsistent with the provisions of the
Merger Agreement, except as permitted by the Merger Agreement; and (e) the
Tendering Shareholder shall tender and not withdraw the Subject Shares. The
Stockholder Agreements terminate upon the earlier of (i) the Effective Time and
(ii) a termination of the Merger Agreement in accordance with its terms.

                                      26

<PAGE>

  The Investment Agreement.

   On August 24, 2001, the stockholders of Career Holdings (Knight Ridder
Digital, Tribune, Robert J. McGovern and James Winchester) and Career Holdings
entered into the Investment Agreement pursuant to which each of Tribune and
Knight Ridder Digital agreed to purchase 1,005,000 shares of preferred stock of
Career Holdings at a purchase price of $100 per share. The proceeds of such
issuance will be sufficient to provide funds to purchase all of the Shares
pursuant to the Offer. The Investment Agreement does not contain any conditions
to the purchase of shares by the Knight Ridder Digital and Tribune. The
Investment Agreement provides that it may not be terminated while the Merger
Agreement is in effect and that Headhunter is an express beneficiary of the
obligations of the parties under the Investment Agreement.

  Statutory Requirements.

   In general, under the GBCC, a merger of two Georgia corporations requires
that the board of directors of each of the corporations adopt a plan of merger
containing certain specified provisions and that the board, unless there exists
a conflict of interest or other special circumstances, recommend the plan to
the shareholders. The plan of merger must then be approved by the shareholders
of each corporation by the affirmative vote of the holders of a majority of all
the outstanding shares of stock entitled to vote on the merger. The Shares are
the only securities of Headhunter which entitle the holders thereof to voting
rights.

   The GBCC also provides that if a parent corporation owns at least 90% of
each class of stock of a subsidiary that is outstanding and entitled to vote on
a merger, the parent corporation can effect a short-form merger (a "Short-Form
Merger") with that subsidiary without the action of the other shareholders of
the subsidiary. Accordingly, if as a result of the Offer or otherwise Purchaser
acquires or controls the voting power of at least 90% of the Shares, Purchaser
could, and intends (subject to the conditions to its obligations to effect the
Merger contained in the Merger Agreement), to effect the Merger without prior
notice to, or any action by, any other shareholder of Headhunter. Pursuant to
the Merger Agreement, under certain circumstances, we could extend the Offer
for a limited period of time in order to receive tenders of at least 90% of the
issued and outstanding Shares to enable us to effect a Short-Form Merger. See
"--The Merger Agreement--The Offer."

  Dissenters' Rights.

   No dissenters' rights are available in connection with the Offer. However,
if the Merger is submitted to the shareholders for approval or is consummated
by the Headhunter Board without shareholder approval being required,
shareholders will have certain rights under Article 13 of the GBCC, including
the right to dissent, and the right to demand and receive payment in cash of
the fair value of their Shares. Such dissenters' rights, if the statutory
procedures are met, could lead to a judicial determination of the fair value of
the Shares immediately before the effectuation of the Merger (excluding any
change in value arising in anticipation of the Merger) and a judgment requiring
payment of the fair value in cash to such dissenting holders for their Shares.
In addition, such dissenting shareholders would be entitled to receive payment
of a fair rate of interest from the date of consummation of the Merger on the
amount determined to be the fair value of their Shares. Any determination of
the fair value of Shares in a court proceeding could be based upon
considerations other than, or in addition to, the Offer Price and the market
value of the Shares, including, among other things, asset values and earning
capacity. Therefore, the value so determined in any court proceeding could be
the same as, or more or less than, the Offer Price or the Merger Consideration.

  Transactions and Arrangements Concerning the Shares.

   Except as set forth elsewhere in this Offer to Purchase or in Schedule I
hereto: (i) neither Career Holdings, Purchaser nor, to Career Holdings' or
Purchaser's knowledge, any of the persons listed in Schedule I hereto or any
associate or majority owned subsidiary of Career Holdings' or Purchaser's or of
any of the persons so listed, beneficially owns or has a right to acquire any
Shares or any other equity securities of Headhunter, (ii) neither Career
Holdings, Purchaser nor, to Career Holdings' or Purchaser's knowledge, any of
the persons or entities referred to in clause (i) above or any of their
executive officers, directors or subsidiaries has effected any transaction in
the Shares or any other equity securities of Headhunter during the past 60
days, and (iii) neither

                                      27

<PAGE>

Career Holdings, Purchaser nor, to Career Holdings' or Purchaser's knowledge,
any of the persons listed in Schedule I hereto, has any contract, arrangement,
understanding or relationship with any other person with respect to any
securities of Headhunter (including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or the
voting of any such securities, joint ventures, loan or option arrangements,
puts or calls, guaranties of loans, guaranties against loss, or the giving or
withholding of proxies, consents or authorizations).

13. Purpose of the Offer; Plans for Headhunter.

   The purpose of the Offer and the Merger is for Career Holdings and its
subsidiaries to acquire all of the outstanding Shares. Upon the consummation of
the Merger, Headhunter will become a wholly owned subsidiary of Career
Holdings. The acquisition of Shares has been structured as a cash tender offer
followed by a cash merger in order to effect a prompt and orderly transfer of
ownership of Headhunter from the public shareholders to Career Holdings and
provide Headhunter's shareholders with cash for all of their Shares.

   Pursuant to the Merger Agreement, upon completion of the Offer, we intend to
effect the Merger in accordance with the Merger Agreement. See Section 12.

   Except as otherwise described below in this Section or elsewhere in this
Offer to Purchase, we have no current plans or proposals or negotiations which
relate to or would result in: (i) other than the Merger, an extraordinary
corporate transaction, such as a merger, reorganization or liquidation
involving Headhunter; (ii) any purchase, sale or transfer of a material amount
of assets of Headhunter; (iii) any material change in the present dividend
policy or indebtedness of Headhunter; (iv) any change in the management of
Headhunter or any change in any material term of the employment contract of any
executive officer of Headhunter; (v) any other material change in Headhunter's
corporate structure or business; (vi) the Shares ceasing to be authorized for
quotation on Nasdaq; or (vii) the Shares becoming eligible to termination of
registration under Section 12(c)(4) of the Exchange Act.

   Currently, Headhunter has $10.0 million in convertible subordinated debt
outstanding under its Amended and Restated Credit Agreement, dated February 27,
2001, between Headhunter and Omnicom Finance, Inc. ("OFI"), as amended by the
Amendment to Amended and Restated Credit Agreement dated May 10, 2001 (the
"Omnicom Credit Agreement"). Pursuant to the Merger Agreement, Headhunter is
required to repay all unpaid amounts of principal and interest under the
Omnicom Credit Agreement in full prior to the Effective Time.

   Further, but subject to certain restrictions based on the trading price of
Headhunter's common stock, OFI has the right to convert outstanding principal
and unpaid interest into shares of Headhunter's common stock at the "Applicable
Conversion Price" (as defined in the Omnicom Credit Agreement). Headhunter has
the right to block such conversion rights of OFI by delivering a blockage
notice to OFI within 5 business days of receipt of the OFI conversion notice
and repaying the amount OFI desires to be converted no later than 10 business
days after delivery of the blockage notice to OFI. The Merger Agreement
provides that Headhunter shall take all actions necessary to block any
attempted conversion by OFI.

   On August 28, 2001, OFI delivered notice to Headhunter that it was
exercising its conversion rights in connection with all amounts outstanding
under the Omnicom Credit Agreement as of such date. On August 31, 2001,
Headhunter delivered a notice to OFI that it was exercising its right to block
OFI's conversion rights. Under the Merger Agreement, Career Holdings has agreed
to provide financing to Headhunter on commercially reasonable terms in light of
the nature of the transactions proposed under the Merger Agreement in an amount
necessary to enable Headhunter to repay the Omnicom Credit Agreement prior to
the Effective Time or to effect a conversion blockage. As a result of
Headhunter's delivery of the conversion blockage notice to OFI, Career Holdings
intends to extend the necessary financing to Headhunter to repay the Omnicom
Credit Agreement in full no later than September 17, 2001.

                                      28

<PAGE>

   Headhunter also has $5.0 million of indebtedness outstanding under a Loan
and Security Agreement with Wachovia Capital Investments, Inc. ("Wachovia")
dated May 10, 2001 (the "Wachovia Credit Agreement"). Under the Wachovia Credit
Agreement, the purchase by a third party of 30% or more of Headhunter's capital
stock constitutes a "Change in Control" and an event of default which would
permit Wachovia to accelerate the indebtedness of Headhunter thereunder. The
consummation of the transactions contemplated by the Merger Agreement would
constitute a "Change in Control" requiring that Headhunter must repay all
indebtedness under the Wachovia Credit Agreement at the time of the closing of
the Offer.

   The Wachovia Credit Agreement constitutes senior debt of Headhunter and the
Omnicom Credit Agreement is subordinated to the Wachovia Credit Agreement
pursuant to customary subordination provisions. Upon the occurrence of an event
of default under the Wachovia Credit Agreement, Wachovia may block payments
under the Omnicom Credit Agreement, subject to the conversion rights of OFI
described above. In addition, Headhunter's repayment of amounts outstanding
under the Omnicom Credit Agreement would also constitute an event of default
under the Wachovia Credit Agreement, unless Wachovia consents to such
repayment.

   In addition, we may initiate a review of Headhunter and its assets,
corporate structure, capitalization, operations, properties, policies,
management and personnel to determine what changes, if any, would be desirable
following the Merger in order best to organize and integrate the activities of
Headhunter and Career Holdings.

14. Dividends and Distributions.

   The Merger Agreement provides that Headhunter shall not, without the prior
written consent of Career Holdings, (i) declare, set aside or pay any dividends
on, or make any other distributions (whether in cash, securities or other
property) in respect of, any of its capital stock (other than dividends and
distributions by a direct or indirect wholly owned subsidiary of Headhunter to
its parent); (ii) split, combine or reclassify any of its capital stock or
issue or authorize the issuance of any other securities in respect of, in lieu
of or in substitution for shares of its capital stock or any of its other
securities; or (iii) purchase, redeem or otherwise acquire any shares of its
capital stock or any other securities or any rights, warrants or options to
acquire any such shares or other securities.

15. Conditions of the Offer.

   Notwithstanding any other provisions of the Offer or the Merger Agreement,
and in addition to (and not in limitation of) Purchaser's rights to extend and
amend the Offer at any time in its sole discretion (subject to the provisions
of the Merger Agreement), Purchaser shall not be required to accept for payment
or, subject to any applicable rules and regulations of the SEC, including Rule
14e-1(c) under the Exchange Act (relating to Purchaser's obligation to pay for
or return tendered Shares promptly after termination or withdrawal of the
Offer), pay for, and may delay the acceptance for payment of or, subject to the
restriction referred to above, the payment for, any tendered Shares, and may
terminate or amend the Offer as to any Shares not then paid for, if (i) prior
to the expiration date of the Offer, (x) the Minimum Condition shall not have
been satisfied or (y) the HSR Condition shall not have been satisfied or (ii)
at any time on or after the date of the Merger Agreement and prior to the
expiration date of the Offer, any of the following conditions shall exist and
be continuing:

      (a) there shall be threatened in writing, instituted or pending any suit,
   action or proceeding by any Governmental Entity (as defined in the Merger
   Agreement) (i) seeking to challenge, or which could reasonably be expected
   to make illegal or otherwise restrain, prohibit or make materially more
   costly, the transactions contemplated by the Merger Agreement or the
   Stockholder Agreements, including the Offer and the Merger, or seeking to
   obtain from Headhunter or (to the extent it relates to the transactions
   contemplated by the Merger Agreement or the Stockholder Agreements,
   including the Offer or the Merger) Career Holdings or any of its affiliates,
   any material damages, (ii) seeking to prohibit or limit the ownership or
   operation by Headhunter, Career Holdings or Purchaser of all or any material
   portion of the business or assets of Headhunter and its subsidiaries taken
   as a whole or (to the extent it relates to the transactions

                                      29

<PAGE>

   contemplated by the Merger Agreement or the Stockholder Agreements,
   including the Offer or the Merger) of Career Holdings and its affiliates,
   (iii) seeking to compel Headhunter, Career Holdings or Purchaser to dispose
   of or to hold separate all or any material portion of the business or assets
   of Headhunter or any of its subsidiaries taken as a whole or (to the extent
   it relates to the transactions contemplated by the Merger Agreement or the
   Stockholder Agreements, including the Offer or the Merger) of Career
   Holdings or any of its affiliates, (iv) seeking to impose any material
   limitation on the ability of Headhunter, Career Holdings or Purchaser to
   conduct the business or own a material portion of the assets of Headhunter
   and its subsidiaries taken as a whole, or (to the extent it relates to the
   transactions contemplated by the Merger Agreement or Stockholder Agreements,
   including the Offer or the Merger) of Career Holdings or any of its
   affiliates, (v) seeking to impose limitations on the ability of Career
   Holdings or Purchaser to acquire or hold, or to exercise full rights of
   ownership of any Shares, including the right to vote such Shares on all
   matters properly presented to Headhunter's shareholders, (vi) seeking to
   require divestiture by Career Holdings or Purchaser of all or any of the
   Shares, (vii) seeking to impose material limitations on the ability of
   Purchaser, or rendering Purchaser unable, to accept for payment, pay for or
   purchase all of the Shares pursuant to the Offer and the Merger, or (viii)
   that otherwise has resulted in, or could reasonably be expected to result
   in, a Material Adverse Effect (as defined below);

      (b) there shall be any action taken, or any statute, rule, regulation,
   legislation, interpretation, judgment, order or injunction enacted,
   promulgated, entered, enforced, amended or issued, by any Governmental
   Entity, which is applicable to or deemed applicable to (i) Career Holdings,
   Purchaser, Headhunter or any subsidiary of Headhunter or (ii) the Offer, the
   Merger, the Merger Agreement or the Stockholder Agreements, other than the
   routine application to the Offer, the Merger or the transactions
   contemplated by the Stockholder Agreements of the waiting period provisions
   under the HSR Act, that result in, or could reasonably be expected to result
   in, directly or indirectly, any of the consequences referred to in paragraph
   (a) above;

      (c) any change or event shall have occurred which has had, or could
   reasonably be expected to result in, a Material Adverse Effect;

      (d) there shall have occurred (i) any general suspension of trading in,
   or limitation on prices for, securities on any U.S. securities exchange or
   in the Nasdaq National Market for a period in excess of five hours
   (excluding any coordinated trading halt triggered solely as a result of a
   specified decrease in a market index and any suspensions or limitations
   resulting solely from physical damage or interference with such markets not
   related to market conditions), (ii) any decline in any of the Dow Jones
   Industrial Average or the Nasdaq National Market in excess of 40% measured
   from the close of business on the trading day immediately preceding the date
   of the Merger Agreement, (iii) a declaration of a banking moratorium or any
   suspension of payments in respect of banks in the United States, (iv) any
   material limitation (whether or not mandatory) by any Governmental Entity on
   the extension of credit by banks or other financial institutions, (v) a
   commencement or escalation of a war or armed hostilities or other national
   or international calamity directly or indirectly involving the United
   States, or (vi) in the case of any of the foregoing existing at the date of
   the Merger Agreement, an acceleration or worsening thereof;

      (e) (i) the representations and warranties of Headhunter concerning its
   capitalization set forth in the Merger Agreement shall be inaccurate in any
   respect except for de minimis amounts as of the date of the Merger Agreement
   or the scheduled or extended expiration date of the Offer, (ii) the
   representations and warranties of Headhunter concerning authority, no
   conflicts and required filings and consents set forth in the Merger
   Agreement shall be inaccurate in any material respect as of the date of the
   Merger Agreement or the scheduled or extended expiration date of the Offer
   or (iii) the representations and warranties of Headhunter set forth in the
   Merger Agreement (other than those described in clauses (i) and (ii) above)
   shall be inaccurate as of the date of the Merger Agreement or the scheduled
   or extended expiration date of the Offer (except to the extent that any such
   representation or warranty refers specifically to a particular date, in
   which case such representation or warranty shall be true and correct as of
   such date) unless the inaccuracies (without giving effect to any materiality
   or Material Adverse Effect qualification or expectations contained therein)
   under such representations and warranties, taking all the inaccuracies under
   all such representations and warranties together in their entirety, do not
   result in a Material Adverse Effect;

                                      30

<PAGE>

      (f) Headhunter shall have failed to perform in any material respect any
   obligation or to comply in any material respect with any agreement or
   covenant of Headhunter to be performed or complied with by it under the
   Merger Agreement;

      (g) (i) the Headhunter Board or any committee thereof shall have (A)
   withdrawn or modified, or proposed to withdraw or modify, in a manner
   adverse to Career Holdings or Purchaser its approval or recommendation of
   the Offer, the Merger, the Merger Agreement or the Stockholder Agreements,
   or (B) approved or recommended, or proposed to approve or recommend, or
   announced a neutral position with respect to, any Acquisition Proposal, (ii)
   Headhunter shall have entered into, or publicly announced its intention to
   enter into, any agreement with respect to any Acquisition Proposal or (iii)
   the Headhunter Board or any committee thereof shall have resolved to do any
   of the foregoing;

      (h) beneficial ownership (as defined in Rule 13d-3 promulgated under the
   Exchange Act) of 25% or more of the Shares has been acquired by any person
   or group (as defined in Section 13(d)(3) of the Exchange Act), provided,
   that in the case of ITC such beneficial ownership shall not have been
   increased above 28%;

      (i) the Merger Agreement shall have been terminated in accordance with
   its terms; or

      (j) all consents necessary to the consummation of the Offer or the Merger
   including, without limitation, consents from parties to loans, contracts,
   leases or other agreements shall not have been obtained, other than consents
   the failure to obtain which would not have a Material Adverse Effect.

   "Material Adverse Effect" means, with respect to Headhunter, any change,
event, circumstance, development or effect that is or is reasonably likely to
have a materially adverse effect on (i) the business, assets, liabilities,
condition (financial or other), or results of operations of Headhunter and its
subsidiaries, taken as a whole or (ii) the ability of Headhunter to consummate
the transactions contemplated by the Merger Agreement; provided, however, that
in no event shall any of the following be taken into account (alone or in
combination with any other event identified in this proviso) in determining
whether there has been such a Material Adverse Effect: (i) any change, event,
circumstance, development or effect that results from or arises out of the
public announcement or pendency of the Offer, the Merger or of the other
transactions contemplated by the Merger Agreement; (ii) any change, event,
circumstance, development or effect attributable to conditions generally
affecting the industry as a whole in which Headhunter participates; (iii)
changes in United States generally accepted accounting principles for companies
operating in the industry in which Headhunter participates; or (iv) actions or
omissions of Headhunter taken with the prior written consent of Career Holdings
or Purchaser.

   The foregoing conditions are for the sole benefit of Career Holdings and
Purchaser and may be asserted by Career Holdings and Purchaser regardless of
the circumstances giving rise to any such condition and may be waived by Career
Holdings or Purchaser (except for the Minimum Condition), in whole or in part,
at any time and from time to time, in their respective sole discretion. The
failure by Career Holdings or Purchaser at any time to exercise any of the
foregoing rights will not be deemed a waiver of any such right, the waiver of
any such right with respect to any particular facts and circumstances shall not
be deemed a waiver with respect to any other facts and circumstances and each
such right will be deemed an ongoing right that may be asserted at any time and
from time to time.

16. Legal Matters; Required Regulatory Approvals.

   Except as set forth in this Offer to Purchase, based on our review of
publicly available filings by Headhunter with the SEC and other information
regarding Headhunter, we are not aware of any licenses or regulatory permits
that appear to be material to the business of Headhunter, and that might be
adversely affected by our acquisition of Shares in the Offer. In addition,
except as described in this Offer to Purchase, we are not aware of any filings,
approvals or other actions by or with any governmental authority or
administrative or regulatory agency that would be required for our acquisition
or ownership of the Shares. Should any such approval or other action be
required, we expect to seek such approval or action, except as described below
under "State Takeover Laws."

                                      31

<PAGE>

Should any such approval or other action be required, we cannot be certain that
we would be able to obtain any such approval or action without substantial
conditions or that adverse consequences might not result to Headhunter's
business, or that certain parts of Headhunter's, Career Holdings', or any of
their respective subsidiaries' businesses might not have to be disposed of or
held separate in order to obtain such approval or action. In that event, we may
not be required to purchase any Shares in the Offer. See Introduction and
Section 15 for a description of the conditions to the Offer.

   State Takeover Laws. Headhunter is incorporated under the laws of the State
of Georgia. Headhunter has elected in its bylaws to be subject to Sections 1131
through 1133 (the "Business Combination Provisions") and Sections 1110 through
1113 (the "Fair Price Provisions") of the GBCC. In general, the Business
Combination Provisions prevent an "interested shareholder" (including a person
who is the beneficial owner of 10% or more of the voting power of the
outstanding voting shares of a corporation) from engaging in a "business
combination" (defined to include mergers and certain other actions) with a
Georgia corporation for a period of five years following the date such person
became an interested shareholder. However, this prohibition does not apply if
prior to the time that such person became an interested shareholder, the
"business combination" or the transaction which resulted in such person
becoming an interested shareholder is approved by the Board of Directors of the
corporation. In addition, the Fair Price Provisions provide that a business
combination with an interested shareholder must meet specified fair pricing
criteria and certain other tests unless the business combination is approved by
all the directors of the corporation that are not affiliated or otherwise
associated with the interested shareholder, provided that there are at least
three such directors. The Headhunter Board has unanimously approved the Offer
and the Merger, including the Merger Agreements and the Stockholder Agreements.
Accordingly, the substantive restrictions of the Business Combination
Provisions and the Fair Price Provisions will not apply to the Offer and the
Merger.

   A number of other states have adopted laws and regulations applicable to
attempts to acquire securities of corporations which are incorporated, or have
substantial assets, shareholders, principal executive offices or principal
places of business or whose business operations otherwise have substantial
economic effects in such states. In 1982, the Supreme Court of the United
States, in Edgar v. Mite Corp., invalidated on constitutional grounds the
Illinois Business Takeovers Statute, which as a matter of state securities law
made takeovers of corporations meeting certain requirements more difficult. The
reasoning in that decision is likely to apply to certain other state takeover
statutes. In 1987, however, in CTS Corp. v. Dynamics Corp. of America, the
Supreme Court of the United States held that the State of Indiana could as a
matter of corporate law and, in particular, those aspects of corporate law
concerning corporate governance, constitutionally disqualify a potential
acquirer from voting on the affairs of a target corporation without the prior
approval of the remaining shareholders, as long as those laws were applicable
only under certain conditions. Subsequently, in TLX Acquisition Corp. v. Telex
Corp., a federal district court in Oklahoma ruled that the Oklahoma statutes
were unconstitutional insofar as they apply to corporations incorporated
outside Oklahoma, because they would subject those corporations to inconsistent
regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a federal district
court in Tennessee ruled that four Tennessee takeover statutes were
unconstitutional as applied to corporations incorporated outside Tennessee.
This decision was affirmed by the United States Court of Appeals for the Sixth
Circuit.

   We have not attempted to comply with any state takeover statutes in
connection with the Offer or the Merger other than the Business Combination
Provisions and the Fair Price Provisions. We reserve the right to challenge the
validity or applicability of any state law allegedly applicable to the Offer or
the Merger, and nothing in this Offer to Purchase nor any action that we take
in connection with the Offer is intended as a waiver of that right. In the
event that it is asserted that one or more takeover statutes apply to the Offer
or the Merger, and it is not determined by an appropriate court that the
statutes in question do not apply or are invalid as applied to the Offer or the
Merger, as applicable, we may be required to file certain documents with, or
receive approvals from, the relevant state authorities, and we might be unable
to accept for payment or purchase Shares tendered in the Offer or be delayed in
continuing or consummating the Offer. In that case, we may not be obligated to
accept for purchase, or pay for, any Shares tendered. See Section 15.

                                      32

<PAGE>

   Antitrust. Under the HSR Act and the related rules and regulations that have
been issued by the Federal Trade Commission (the "FTC"), certain acquisition
transactions may not be consummated until certain information and documentary
material has been furnished for review by the FTC and the Antitrust Division of
the Department of Justice (the "Antitrust Division") and certain waiting period
requirements have been satisfied. These requirements apply to our acquisition
of Shares in the Offer and the Merger.

   Under the HSR Act, the purchase of Shares in the Offer may not be completed
until the expiration of a 15-calendar-day waiting period following the filing
of certain required information and documentary material concerning the Offer
with the FTC and the Antitrust Division, unless the waiting period is earlier
terminated by the FTC and the Antitrust Division. We expect to file a Premerger
Notification and Report Form under the HSR Act with the FTC and the Antitrust
Division in connection with the purchase of Shares in the Offer and the Merger
on August 31, 2001, and, in that event, the required waiting period with
respect to the Offer and the Merger will expire at 11:59 p.m., New York City
time, on or about September 17, 2001, unless earlier terminated by the FTC or
the Antitrust Division or we receive a request for additional information or
documentary material prior to that time. If within the 15-calendar-day waiting
period either the FTC or the Antitrust Division requests additional information
or documentary material from us, the waiting period with respect to the Offer
and the Merger would be extended for an additional period of 10 calendar days
following the date of our substantial compliance with that request. Only one
extension of the waiting period pursuant to a request for additional
information is authorized by the HSR Act rules. After that time, the waiting
period could be extended only by court order or with our consent. The FTC or
the Antitrust Division may terminate the additional 10-calendar-day waiting
period before its expiration. In practice, complying with a request for
additional information or documentary material can take a significant period of
time. Although Headhunter is required to file certain information and
documentary material with the FTC and the Antitrust Division in connection with
the Offer, neither Headhunter's failure to make those filings nor a request
made to Headhunter from the FTC or the Antitrust Division for additional
information or documentary material will extend the waiting period with respect
to the purchase of Shares in the Offer and the Merger.

   The FTC and the Antitrust Division frequently scrutinize the legality under
the antitrust laws of transactions such as our acquisition of Shares in the
Offer and the Merger. At any time before or after our purchase of Shares, the
FTC or the Antitrust Division could take any action under the antitrust laws
that either considers necessary or desirable in the public interest, including
seeking to enjoin the purchase of Shares in the Offer and the Merger, the
divestiture of Shares purchased in the Offer or the divestiture of substantial
assets of Career Holdings, Headhunter or any of their respective subsidiaries
or affiliates. Private parties as well as state attorneys general may also
bring legal actions under the antitrust laws under certain circumstances.

   Based upon an examination of publicly available information relating to the
businesses in which Headhunter is engaged, we believe that the acquisition of
Shares in the Offer and the Merger should not violate the applicable antitrust
laws. Nevertheless, we cannot be certain that a challenge to the Offer and the
Merger on antitrust grounds will not be made, or, if such challenge is made,
what the result will be.

17. Fees and Expenses.

   We have retained Georgeson Shareholder Communications Inc. as Information
Agent in connection with the Offer. The Information Agent may contact holders
of Shares by mail, telephone, telex, telegraph and personal interview and may
request brokers, dealers and other nominee shareholders to forward material
relating to the Offer to beneficial owners of Shares. We will pay the
Information Agent reasonable and customary compensation for these services in
addition to reimbursing the Information Agent for its reasonable out-of-pocket
expenses. We have agreed to indemnify the Information Agent against certain
liabilities and expenses in connection with the Offer.

   In addition, we have retained American Stock Transfer & Trust Company as the
Depositary. We will pay the Depositary reasonable and customary compensation
for its services in connection with the Offer, will

                                      33

<PAGE>

reimburse the Depositary for its reasonable out-of-pocket expenses and will
indemnify the Depositary against certain liabilities and expenses.

   Except as described in Section 12 under "--Fees and Expenses," Headhunter
will not pay any of the fees and expenses to be incurred by us in connection
with the Offer.

   Except as set forth above, we will not pay any fees or commissions to any
broker, dealer or other person for soliciting tenders of Shares pursuant to the
Offer. We will reimburse brokers, dealers, commercial banks and trust companies
and other nominees, upon request, for customary clerical and mailing expenses
incurred by them in forwarding offering materials to their customers.

18. Miscellaneous.

   We are not aware of any jurisdiction where the making of the Offer is
prohibited by any administrative or judicial action pursuant to any valid state
statute. If we become aware of any valid state statute prohibiting the making
of the Offer or the acceptance of the Shares, we will make a good faith effort
to comply with that state statute. If, after a good faith effort, we cannot
comply with the state statute, we will not make the Offer to, nor will we
accept tenders from or on behalf of, the holders of Shares in that state. In
any jurisdiction where the securities, blue sky or other laws require the Offer
to be made by a licensed broker or dealer, the Offer shall be deemed to be made
on behalf of Purchaser by one or more registered brokers or dealers licensed
under the laws of such jurisdiction.

   We have filed with the SEC a Tender Offer Statement on Schedule TO, together
with exhibits, furnishing certain additional information with respect to the
Offer, and may file amendments to our Schedule TO. Our Schedule TO and any
exhibits or amendments may be examined and copies may be obtained from the SEC
in the same manner as described in Section 8 with respect to information
concerning Headhunter.

   We have not authorized any person to give any information or to make any
representation on our behalf not contained in this Offer to Purchase or in the
Letter of Transmittal and, if given or made, you should not rely on any such
information or representation as having been authorized.

   Neither the delivery of the Offer to Purchase nor any purchase pursuant to
the Offer will under any circumstances create any implication that there has
been no change in the affairs of Career Holdings, Purchaser, Headhunter or any
of their respective subsidiaries since the date as of which information is
furnished or the date of this Offer to Purchase.

                                          CB MERGER SUB, INC.

August 31, 2001

                                      34

<PAGE>

                                  SCHEDULE I

          DIRECTORS AND EXECUTIVE OFFICERS OF CAREER HOLDINGS, INC.,
        CB MERGER SUB, INC., TRIBUNE COMPANY AND KNIGHT RIDDER DIGITAL

Directors and Executive Officers of Career Holdings, Inc.

   The name, age, present principal occupation or employment and business
address and material occupations or employment for the past five years of each
of the directors and executive officers of Career Holdings is set forth below.
Unless otherwise indicated below, each occupation set forth opposite each
person refers to employment with Career Holdings, a provider for online
recruiting services and solutions. The business address of each such person is,
unless otherwise indicated below, 10790 Parkridge Blvd., Suite 200, Reston,
Virginia 20191. Each individual listed below is a citizen of the United States.

<TABLE>
<CAPTION>
Directors/Executive Officers                     Principal Occupation and Business Address
----------------------------                     -----------------------------------------
<C>                          <S>
 Daniel J. Finnigan (38).... Vice President and Director; President of Knight Ridder Digital and Vice
 c/o Knight-Ridder, Inc.     President of Knight-Ridder, Inc. since July 1999; President and CEO of SBC
 50 W. San Fernando St.      Interactive from 1998 to July 1999; various positions with SBC
 Suite 1500                  Communications, Inc., until 1998.
 San Jose, CA 95113
 Mark W. Hianik (41)........ Secretary; Vice President, Assistant General Counsel and Assistant Secretary of
 c/o Tribune Company         Tribune since July 2000; Senior Counsel/Mergers and Acquisitions and Assistant
 435 North Michigan Avenue   Secretary of Tribune from February 1999 until July 2000; Counsel/Mergers and
 Chicago, IL 60611           Acquisitions of Tribune from December 1997 until February 1999; Partner, at
                             the law firm of Wildman, Harrold, Allen & Dixon until November 1997.
 David D. Hiller (48)....... Vice President, Assistant Secretary and Director; President of Tribune
 c/o Tribune Company         Interactive, Inc. a subsidiary of Tribune, since May 2000; Senior Vice President/
 435 North Michigan Avenue   Development of Tribune until May 2000.
 Chicago, IL 60611
 Adrienne Lilly (31)........ Assistant Secretary; Assistant Vice President/Assistant General Counsel of
 c/o Knight-Ridder, Inc.     Knight-Ridder, Inc. since February 2001, Assistant General Counsel of Knight-
 50 W. San Fernando St.      Ridder, Inc. from 1999 until February 2001; Associate, Fredrikson & Byron,
 Suite 1500                  P.A. from 1995 to December 1999.
 San Jose, CA 95113
 Robert J. McGovern (40).... Chief Executive Officer and Chairman; Founder of CareerBuilder, Inc. and
                             Chairman of the Board of Directors, President and Chief Executive Officer of
                             CareerBuilder, Inc. since its founding in November 1995.
 James A. Tholen (42)....... Vice President, Treasurer and Director; Senior Vice President and Chief
                             Financial Officer of CareerBuilder, Inc. since September 1998; Chief Operating
                             Officer and Chief Financial Officer of FTP Software, Inc., a software
                             communications company, from April 1997 until September 1998; Chief
                             Financial Officer of the Compucare Company, a healthcare information systems
                             provider, until April 1997.
 James E. Winchester (51)... Vice President; Founder of CareerBuilder, Inc. and has served as Senior Vice
                             President of Engineering and Chief Technology Officer of CareerBuilder, Inc.
                             since its founding in November 1995.
</TABLE>

                                      I-1

<PAGE>

Directors and Executive Officers of CB Merger Sub, Inc.

   The name, age, present principal occupation or employment and business
address and material occupations or employment for the past five years of each
of the directors and executive officers of Purchaser is set forth below. Unless
otherwise indicated below, each occupation set forth opposite each person
refers to employment with CB Merger Sub, Inc. The business address of each such
person is, unless otherwise indicated below, 10790 Parkridge Blvd., Suite 200,
Reston, Virginia 20191. Each individual listed below is a citizen of the United
States.

<TABLE>
<CAPTION>
Directors/Executive Officers                     Principal Occupation and Business Address
----------------------------                     -----------------------------------------
<C>                          <S>
 Daniel J. Finnigan (38).... Director; Vice President and Director of Career Holdings, Inc. since July 2001;
 c/o Knight-Ridder, Inc.     President of Knight Ridder Digital and Vice President of Knight-Ridder, Inc.
 50 W. San Fernando St.      since July 1999; President and CEO of SBC Interactive from 1998 to July 1999;
 Suite 1500                  various positions with SBC Communications, Inc., until 1998.
 San Jose, CA 95113
 David D. Hiller (48)....... Director; Vice President and Director of Career Holdings, Inc. since July 2001;
 c/o Tribune Company         President of Tribune Interactive, Inc. a subsidiary of Tribune, since May 2000;
 435 North Michigan Avenue   Senior Vice President/Development of Tribune until May 2000.
 Chicago, IL 60611
 Robert J. McGovern (40).... Director; Chief Executive Officer and Chairman of Career Holdings, Inc. since
                             July 2001; Founder of CareerBuilder, Inc. and Chairman of the Board of
                             Directors, President and Chief Executive Officer of CareerBuilder, Inc. since its
                             founding in November 1995.
 James A. Tholen (42)....... President, Treasurer, Secretary and Director; Vice President, Treasurer and
                             Director of Career Holdings, Inc. since July 2001; Senior Vice President and
                             Chief Financial Officer of CareerBuilder, Inc. since September 1998; Chief
                             Operating Officer and Chief Financial Officer of FTP Software, Inc., a software
                             communications company, from April 1997 until September 1998; Chief
                             Financial Officer of the Compucare Company, a healthcare information systems
                             provider, until April 1997.
</TABLE>

Directors and Executive Officers of Tribune Company.

   The following table sets forth the name and present principal occupation or
employment, and material occupations, positions, offices or employment for the
past five years of each director and executive officer of Tribune, a media
company with interests in broadcasting, publishing and on the Internet. Unless
otherwise indicated below, each occupation set forth opposite each person
refers to employment with Tribune. The business address of each such person is
c/o Tribune Company, 435 North Michigan Avenue, Chicago, Illinois 60611, and
each such person is a citizen of the United States of America.


<TABLE>
<CAPTION>
     Directors                          Principal Occupation and Business Address
     ---------                          -----------------------------------------
<C>                  <S>
Jeffrey Chandler.... Director. President and Chief Executive Officer, Chandler Ranch Co., one of the
                     largest avocado growers in California.
Dennis J. FitzSimons Director. President and Chief Operating Officer of Tribune since May 2001;
                     Executive Vice President of Tribune from January 2000 to May 2001; President,
                     Tribune Broadcasting Company, a subsidiary of Tribune, from May 1997 until
                     December 1999; and Executive Vice President, Tribune Broadcasting Company,
                     a subsidiary of Tribune, until May 1997.
Jack W. Fuller...... Director. President of Tribune Publishing, a subsidiary of Tribune, since May
                     1997; President and Publisher of Chicago Tribune Company, a subsidiary of
                     Tribune, until May 1997.
</TABLE>

                                      I-2

<PAGE>

<TABLE>
<CAPTION>
 Directors                     Principal Occupation and Business Address
 ---------                     -----------------------------------------
<C>                   <S>
Roger Goodan............ Director. Vice President, Schlumberger Information Solutions, a supplier of
                         integrated solutions, since December 2000; various positions with Schlumberger
                         since 1973; Director of The Times Mirror Company from December 1988
                         through the merger into Tribune on June 12, 2000.
Enrique Hernandez, Jr... Director. Chairman and Chief Executive Officer of Inter-Con Security Systems,
                         Inc., an international provider of high-end security and facility support services
                         to government, utilities and industrial customers; Director, McDonald's
                         Corporation, Nordstrom, Inc. and Washington Mutual, Inc.
John W. Madigan......... Director. Chairman and Chief Executive Officer of Tribune; President of
                         Tribune until May 2001; President of Tribune Publishing Company, a subsidiary
                         of Tribune, until May 1994; Publisher, Chicago Tribune until May 1994.
                         Director of Morgan Stanley Dean Witter & Co. and AT&T Wireless Services,
                         Inc.
Nancy Hicks Maynard..... Director. President, Maynard Partners Incorporated, consultants in news media
                         economics; Chair, The Freedom Forum Media Studies Center from March 1996
                         to September 1997; Director, Economics of News Project, since September
                         1997; Member, Global Business Network.
Andrew J. McKenna....... Director. Chairman and Chief Executive Officer, Schwarz WorldWide, an
                         international distributor of paper packaging and related products and a printer,
                         producer and converter. Director of Aon Corporation, McDonald's Corporation
                         and Skyline Corporation.
James J. O'Connor....... Director. Retired Chairman and Chief Executive Officer of Unicom Corporation,
                         a holding company, where he served from June 1994 until March 1998, and of
                         Commonwealth Edison Company, an electric utility, where he served from 1980
                         to March 1998. Director of Corning Incorporated, Smurfit-Stone Container
                         Corporation and UAL Corporation.
Patrick G. Ryan......... Director. Chairman, Chief Executive Officer and Director of Aon Corporation, a
                         broad-based insurance holding company.
William Stinehart, Jr... Director. Partner, law firm of Gibson, Dunn & Crutcher LLP, the law firm where
                         he has practiced since 1969; Director, The Times Mirror Company from
                         December 1991 through the merger into Tribune on June 12, 2000.
Dudley S. Taft.......... Director. President and Director, Taft Broadcasting Company, an investor in
                         media and entertainment companies. Director of CINergy Corp.; Fifth Third
                         Bancorp; Southern Star Group; The Union Central Life Insurance Company.
Arnold R. Weber......... Director. President-Emertius, Northwestern University since January 1999.
                         President, Civic Committee of the Commercial Club of Chicago until July 1999.
                         Chancellor, Northwestern University until December 1998. Director of Aon
                         Corporation; Burlington Northern Santa Fe Corporation; Deere & Company;
                         Diamond Technology Partners, Inc.
</TABLE>

                                      I-3

<PAGE>

<TABLE>
<CAPTION>
 Executive Officers                                Principal Occupation
 ------------------                                --------------------
<C>                  <S>
Dennis J. FitzSimons President and Chief Operating Officer of Tribune since May 2001; Executive
                     Vice President of Tribune from January 2000 to May 2001; President and Chief
                     Executive Officer, Tribune Broadcasting Company, a subsidiary of Tribune,
                     from May 1997 until December 1999; and Executive Vice President, Tribune
                     Broadcasting Company until May 1997.
Jack W. Fuller...... President of Tribune Publishing, a subsidiary of Tribune, since May 1997;
                     President and Publisher of Chicago Tribune Company, a subsidiary of Tribune,
                     until May 1997.
Donald C. Grenesko.. Senior Vice President/Finance and Administration of Tribune since August 1996;
                     Senior Vice President of Tribune until August 1996.
David D. Hiller..... President of Tribune Interactive, Inc. a subsidiary of Tribune, since May 2000;
                     Senior Vice President/Development of Tribune until May 2000.
Crane H. Kenney..... Senior Vice President, General Counsel and Secretary of Tribune since May 2000;
                     Vice President, General Counsel and Secretary of Tribune from August 1996 until
                     May 2000; Vice President/Chief Legal Officer until August 1996.
Luis E. Lewin....... Senior Vice President/Human Resources of Tribune since May 2000; Vice
                     President/Human Resources of Tribune from October 1996 until May 2000;
                     Director/Human Resources of Tribune until October 1996; Acting Publisher of
                     Exito! in Chicago from December 1995 to September 1996.
John W. Madigan..... Chairman and Chief Executive Officer of Tribune; President of Tribune until
                     May 2001; President of Tribune Publishing Company, a subsidiary of Tribune
                     until May 1994; Publisher, Chicago Tribune until May 1994. Director of Morgan
                     Stanley Dean Witter & Co. and AT&T Wireless Services, Inc.
Patrick J. Mullen... President of Tribune Television since March 2001; Regional Vice President of
                     Tribune Television from June 1998 to March 2001; Vice President/General
                     Manager of WXMI-TV (Grand Rapids), a Tribune Broadcasting station, until June
                     1998.
Ruthellyn Musil..... Vice President/Corporate Relations of Tribune since March 1995.
Andrew J. Oleszczuk. Senior Vice President/Development since May 2000; President of Tribune
                     Ventures, a division of Tribune, from August 1998 until May 2000; Vice President/
                     Development of Tribune until August 1998.
Jeff R. Scherb...... Senior Vice President and Chief Techology Officer of Tribune since May 2000;
                     President of Tribune Interactive, Inc., a subsidiary of Tribune, from May 1999
                     until May 2000; Senior Vice President and Chief Technology Officer of Tribune
                     from August 1996 until May 1999; Chief Technology Officer and Senior Vice
                     President for Research and Development at Dun & Bradstreet Software until
                     August 1996.
</TABLE>

                                      I-4

<PAGE>

Directors and Executive Officers of Knight Ridder Digital

   The following table sets forth the name and present principal occupation or
employment, and material occupations, positions, offices or employment for the
past five years of each director and executive officer of Knight Ridder
Digital, a creator and manager of online services and a wholly owned subsidiary
of Knight-Ridder, Inc. The business address of each such person is c/o
Knight-Ridder, Inc., 50 West San Fernando Street, Suite 1500, San Jose,
California 95113, and each such person is a citizen of the United States of
America.

<TABLE>
<CAPTION>
    Directors                                  Principal Occupation
    ---------                                  --------------------
<C>                  <S>
Jerome Ceppos......  Director. Vice President/News of Knight-Ridder, Inc. since May 1999; Vice
                     President and Executive Editor, San Jose Mercury News from 1995 to 1999;
                     Managing Editor of San Jose Mercury News from 1983 to 1995; Various editing
                     positions at the San Jose Mercury News from 1981 to 1983.
Mary Jean Connors..  Director. Senior Vice President/Human Resources of Knight-Ridder, Inc. since
                     1996; Vice President/Human Resources of Knight-Ridder, Inc. from 1989 to 1996;
                     Vice President/Human Resources, Philadelphia Newspapers, Inc., a subsidiary of
                     Knight-Ridder, Inc., 1988 to 1989; Assistant to the Senior Vice President/News,
                     Knight-Ridder, Inc. 1988; Assistant Managing Editor/Personnel, The Miami Herald
                     from 1985 to 1988 and in various editing positions there from 1980 to 1985.
Frank McComas....... Director. Senior Vice President/Operations of Knight-Ridder, Inc. since 1996
                     and Vice President/Operations of Knight-Ridder, Inc. from 1995 to 1996;
                     Publisher, The (Columbia) State from 1988 to 1995; Publisher, Bradenton
                     Herald 1980 to 1988; Various positions at The Miami Herald and The Charlotte
                     Observer from 1970 to 1980.
P. Anthony Ridder... Director. Chairman and CEO of Knight-Ridder, Inc. since 1995; President of
                     Knight-Ridder, Inc. from 1989 to 1995; President of the Newspaper Division of
                     Knight-Ridder, Inc. from 1986 to 1995.
Steven B. Rossi..... Director. President/Newspaper Division of Knight-Ridder, Inc. since February 2001;
                     Senior Vice President/Operations of Knight-Ridder, Inc. from 1998 to February
                     2001; Executive Vice President and General Manager, Philadelphia Newspapers,
                     Inc. from 1992 to 1998; Executive Vice President 1991 to 1992; Senior Vice
                     President 1988 to 1991; Vice President/Finance and CFO 1987 to 1988; Vice
                     President and Divisional General Manager of Amerigas, Inc., 1981 to 1987.
Gordon Yamate....... Director. Vice President and General Counsel of Knight-Ridder, Inc. since
                     September 2000; Vice President, General Counsel and Corporate Secretary at
                     Liberate Technologies from March 1999 to September 2000; Partner in the law
                     firm of McCutchen, Doyle, Brown & Enersen, LLP, in Palo Alto and San Jose
                     from 1988 to March 1999.
Executive Officers                                  Principal Occupation
------------------                                  --------------------
Elizabeth Drewry.... Vice President/Human Resources of Knight Ridder Digital since September
                     2000; Senior Vice President/Human Resources of the Los Angeles Times from
                     1997 until 2000; Vice President/Employee, Labor & Public Affairs and other
                     various positions with Newsday from 1984 to 1997.
Daniel J. Finnigan.. President of Knight Ridder Digital and Vice President of Knight-Ridder, Inc. since
                     July 1999; President and CEO of SBC Interactive from 1998 to July 1999; Various
                     positions with SBC Communications, Inc., until 1998.
</TABLE>

                                       I-5


<PAGE>

<TABLE>
<CAPTION>
Executive Officers                              Principal Occupation
------------------                              --------------------
<C>                <S>
 Timothy Lambert.. Vice President/Sales of Knight Ridder Digital since September 1999; Vice
                   President/Sales SBC Interactive, Inc. from 1998 to 1999; General Manager,
                   Pacific Bell Directory, from 1996 to 1998; Various positions with Pacific Bell
                   Directory from 1990 to 1996.
 Tally Liu........ Senior Vice President/Finance and Operations of Knight Ridder Digital since
                   March 2000; Vice President/Finance and Advanced Technology of Knight-
                   Ridder, Inc. from 1998 to March 2000; Vice President/Finance and
                   Administration of Knight-Ridder, Inc. from 1994 to 1998; Vice President and
                   Controller of Knight-Ridder, Inc. from 1990 to 1993; Vice President and CFO of
                   the San Jose Mercury News 1987 to 1990.
 Rohn Jay Miller.. Senior Vice President/Product and Technology of Knight Ridder Digital since
                   August 2000; Managing Director and Partner in Collaborate Advertising &
                   Strategy from 1999 to 2000; Executive Vice President and Chief Operating
                   Officer and member of the board of directors of Ikonic, Inc. from 1993 to 1998;
                   Executive Producer and Executive Vice President of Synapse Technologies from
                   1991 to 1993.
 Robert Ryan...... Vice President & General Manager/Site Operations of Knight Ridder Digital
                   since 2000; Director of the Mercury Center and member of the Executive
                   Committee of the San Jose Mercury News from 1995 to 1999; Deputy Managing
                   Editor of the San Jose Mercury News from 1993 to 1995, and in various other
                   positions at the San JoseMercury News from 1982 to 1993.
</TABLE>

                                      I-6

<PAGE>

   Facsimile copies of Letters of Transmittal, properly completed and duly
executed, will be accepted. The appropriate Letter of Transmittal, certificates
for Shares and any other required documents should be sent or delivered by each
shareholder of HeadHunter or his broker, dealer, commercial bank, trust company
or other nominee to the Depositary at its address set forth below:

                       The Depositary for the Offer is:

                    AMERICAN STOCK TRANSFER & TRUST COMPANY

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

                     By Mail, Hand or Overnight Delivery:

                                59 Maiden Lane
                           New York, New York 10038

                          By Facsimile Transmission:

                       (For Eligible Institutions Only)
                                (718) 234-5001

                  Confirm Receipt of Facsimile by Telephone:

                                (718) 921-8200

   You may direct questions and requests for assistance to the Information
Agent at its telephone number and address set forth below. You may obtain
additional copies of this Offer to Purchase, the Letter of Transmittal, the
Notice of Guaranteed Delivery and other tender offer materials from the
Information Agent as set forth below and they will be furnished promptly at our
expense. You may also contact your broker, dealer, commercial bank, trust or
other nominee for assistance concerning the Offer.

                    The Information Agent for the Offer is:


                          [LOGO] Georgeson Shareholder
                              Communications Inc.
                          17 State Street, 10th Floor
                           New York, New York 10004
                        Banks and Brokers Call Collect:
                                (212) 440-9800
                          All Others Call Toll-Free:
                                (800) 223-2064



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(1)(B)
<SEQUENCE>4
<FILENAME>dex99a1b.txt
<DESCRIPTION>LETTER OF TRANSMITTAL
<TEXT>
<PAGE>

                                                               Exhibit (a)(1)(B)
                             Letter of Transmittal
                       to Tender Shares of Common Stock
(including the Associated Junior Participating Preferred Stock Purchase Rights)
                                      of

                             HeadHunter.NET, Inc.

                       Pursuant to the Offer to Purchase
                             Dated August 31, 2001
                                      by

                             CB Merger Sub, Inc.,
                         a wholly owned subsidiary of

                             Career Holdings, Inc.

          ------------------------------------------------------------
             THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
          MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, SEPTEMBER 28, 2001
                         UNLESS THE OFFER IS EXTENDED.
          ------------------------------------------------------------

                       The Depositary for the Offer is:

                    AMERICAN STOCK TRANSFER & TRUST COMPANY

<TABLE>
<S>                                  <C>
By Mail, Hand or Overnight Delivery:         By Facsimile Transmission:
                                          (For Eligible Institutions Only)
           59 Maiden Lane
      New York, New York 10038                     (718) 234-5001
                                     Confirm Receipt of Facsimile by Telephone:

                                                   (718) 921-8200
</TABLE>


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                             DESCRIPTION OF SHARES TENDERED
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s)                                                         Shares Tendered
          (Please Fill in, if blank)                                                         (Attach additional list if necessary)
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                       Number of
                                                                             Share                      Shares          Number
                                                                          Certificate               Represented by    of Shares
                                                                          Number(s)*                Certificate(s)*   Tendered**
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                        <C>             <C>
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                             Total Shares
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
   *  Need not be completed by shareholders tendering by book-entry transfer.
   ** Unless otherwise indicated, it will be assumed that all Shares represented by any certificates delivered to the Depositary
      are being tendered. See Instruction 4.

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

</TABLE>

<PAGE>

   DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A
VALID DELIVERY TO THE DEPOSITARY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN
THE APPROPRIATE SPACE THEREFOR PROVIDED BELOW AND COMPLETE THE SUBSTITUTE FORM
W-9 SET FORTH BELOW.

   THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

   This Letter of Transmittal is to be completed by shareholders of
HeadHunter.NET, Inc., a Georgia corporation (the "Company"), if certificates
are to be forwarded herewith or, unless an Agent's Message (as defined in the
Offer to Purchase) is utilized, if delivery of Shares (as defined below) is to
be made by book-entry transfer to the Depositary's account at The Depository
Trust Company (hereinafter referred to as the "Book-Entry Transfer Facility")
pursuant to the procedures set forth in Section 2 of the Offer to Purchase (as
defined below). Delivery of documents to the Book-Entry Transfer Facility does
not constitute delivery to the Depositary.
   Shareholders whose certificates for Shares are not immediately available or
who cannot deliver their Shares and all other documents required hereby to the
Depositary by the Expiration Date (as defined in the Offer to Purchase), or who
cannot comply with the book-entry transfer procedures on a timely basis, may
nevertheless tender their Shares pursuant to the guaranteed delivery procedures
set forth in Section 2 of the Offer to Purchase. See Instruction 2.

[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
   THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
   THE FOLLOWING:

Name of Tendering Institution _________________________________________________

Account No. at The Depository Trust Company: __________________________________

Transaction Code No.: _________________________________________________________

[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
   GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
   FOLLOWING:

Name(s) of Tendering Shareholder(s): __________________________________________

Date of Execution of Notice of Guaranteed Delivery: ___________________________

Name of Institution which Guaranteed Delivery: ________________________________

If delivery is by book-entry transfer:

    Name of Tendering Institution: ____________________________________________

    Account No. at The Depository Trust Company: ______________________________

Transaction Code No.: _________________________________________________________

                    NOTE: SIGNATURES MUST BE PROVIDED BELOW
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

                                      2

<PAGE>

Ladies and Gentlemen:

   The undersigned hereby tenders to CB Merger Sub, Inc. ("Purchaser"), a
Georgia corporation and a wholly owned subsidiary of Career Holdings, Inc., a
Delaware corporation ("Career Holdings"), the above-described shares of common
stock, $.01 par value per share (the "Common Stock"), of HeadHunter.NET, Inc.,
a Georgia corporation (the "Company"), including the associated junior
participating preferred stock purchase rights (the "Rights" and, together with
the Common Stock, the "Shares") issued pursuant to a Shareholder Protection
Rights Agreement, dated as of April 15, 2000, between the Company and American
Stock Transfer & Trust Company, as amended by Amendment No. 1 to the
Shareholder Protection Rights Agreement, dated as of February 27, 2001, and
Amendment No. 2 to the Shareholder Protection Rights Agreement, dated as of
August 24, 2001, pursuant to Purchaser's offer to purchase all of the
outstanding Shares at a purchase price of $9.25 per Share, net to the seller in
cash, without interest, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated August 31, 2001 (the "Offer to Purchase"),
receipt of which is hereby acknowledged, and in this Letter of Transmittal
(which, together with the Offer to Purchase, and any amendments or supplements
hereto or thereto, collectively constitute the "Offer"). The Offer is being
made in connection with the Agreement and Plan of Merger, dated as of August
24, 2001 (the "Merger Agreement"), among Career Holdings, Purchaser and the
Company.

   Subject to and effective upon acceptance for payment of and payment for the
Shares tendered herewith, the undersigned hereby sells, assigns and transfers
to or upon the order of Purchaser all right, title and interest in and to all
the Shares that are being tendered hereby (and any and all other Shares or
other securities issued or issuable in respect thereof) and appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares (and all such other Shares or securities), with
full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (a) deliver certificates for
such Shares (and all such other Shares or securities), or transfer ownership of
such Shares (and all such other Shares or securities) on the account books
maintained by the Book-Entry Transfer Facility, together, in any such case,
with all accompanying evidences of transfer and authenticity, to or upon the
order of Purchaser, (b) present such Shares (and all such other Shares or
securities) for transfer on the books of the Company and (c) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares (and all such other Shares or securities), all in accordance with the
terms of the Offer.

   The undersigned hereby irrevocably appoints each designee of Purchaser as
the attorney-in-fact and proxy of the undersigned, each with full power of
substitution, to exercise all voting and other rights of the undersigned in
such manner as each such attorney and proxy or his substitute shall in his sole
judgment deem proper, with respect to all of the Shares tendered hereby which
have been accepted for payment by Purchaser prior to the time of any vote or
other action (and any and all other Shares or other securities or rights issued
or issuable in respect of such Shares) at any meeting of shareholders of the
Company (whether annual or special and whether or not an adjourned meeting),
any actions by written consent in lieu of any such meeting or otherwise. This
proxy is irrevocable and is granted in consideration of, and is effective upon,
the acceptance for payment of such Shares by Purchaser in accordance with the
terms of the Offer. Such acceptance for payment shall revoke any other proxy or
written consent granted by the undersigned at any time with respect to such
Shares (and all such other Shares or other securities or rights), and no
subsequent proxies will be given or written consents will be executed by the
undersigned (and if given or executed, will not be deemed effective).

   The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby (and any and all other Shares or other securities or rights issued or
issuable in respect of such Shares) and that when the same are accepted for
payment by Purchaser, Purchaser will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances
and not subject to any adverse claims. The undersigned, upon request, will
execute and deliver any additional documents deemed by the Depositary or
Purchaser to be necessary or desirable to complete the sale, assignment and
transfer of the Shares tendered hereby (and all such other Shares or other
securities or rights).

   All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal

                                      3

<PAGE>

representatives, successors and assigns of the undersigned. Except as stated in
the Offer, this tender is irrevocable.

   The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 2 of the Offer to Purchase and in the
instructions hereto will constitute an agreement between the undersigned and
Purchaser upon the terms and subject to the conditions of the Offer.

   Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of any Shares purchased, and return any
Shares not tendered or not purchased, in the name(s) of the undersigned.
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the check for the purchase price of any Shares purchased and return
any certificates for Shares not tendered or not purchased (and accompanying
documents, as appropriate) to the undersigned at the address shown below the
undersigned's signature(s). In the event that both "Special Payment
Instructions" and "Special Delivery Instructions" are completed, please issue
the check for the purchase price of any Shares purchased and return any Shares
not tendered or not purchased in the name(s) of, and mail said check and any
certificates to, the person(s) so indicated. The undersigned recognizes that
Purchaser has no obligation, pursuant to the "Special Payment Instructions," to
transfer any Shares from the name of the registered holder(s) thereof if
Purchaser does not accept for payment any of the Shares so tendered.

<TABLE>
<S>                                                        <C>
---------------------------------------------------------  ---------------------------------------------------
             SPECIAL PAYMENT INSTRUCTIONS                           SPECIAL DELIVERY INSTRUCTIONS
           (See Instructions 1, 5, 6 and 7)                        (See Instructions 1, 5, 6 and 7)

  To be completed ONLY if the check for the                  To be completed ONLY if the check for the
purchase price of Shares purchased or                      purchase price of Shares purchased or
certificates for Shares not tendered or not                certificates for Shares not tendered or not
purchased are to be issued in the name of                  purchased are to be mailed to someone other
someone other than the undersigned or if Shares            than the undersigned or to the undersigned at an
tendered hereby and delivered by book-entry                address other than that shown below the
transfer which are not accepted for payment are            undersigned's signature(s).
to be returned by credit to an account at the
Book-Entry Transfer Facility other than                    Mailcheck and/or certificates to:
designated above.
                                                           Name
Issue:[_] Check [_] Certificate to:                                         (Please Print)

Name                                                       Address
                    (Please Print)

Address                                                                                          (Zip Code)


                                            (Zip Code)     (Taxpayer Identification or Social Security No.)

                                                                      (See Substitute Form W-9)
   (Taxpayer Identification or Social Security No.)
              (See Substitute Form W-9)

[_] Credit Shares delivered by book-entry transfer and
    not purchased to The Depository Trust Company.
---------------------------------------------------------  ---------------------------------------------------
</TABLE>

                                      4

<PAGE>

                                 INSTRUCTIONS

             Forming Part of the Terms and Conditions of the Offer

   1. Guarantee of Signatures. Except as otherwise provided below, signatures
on all Letters of Transmittal must be guaranteed by a firm that is a bank,
broker, dealer, credit union, savings association or other entity which is a
member in good standing of the Securities Transfer Agents Medallion Program (an
"Eligible Institution"), unless the Shares tendered thereby are tendered (i) by
a registered holder (which term, for purposes of this document, shall include
any participant in the Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of Shares) of Shares who has not
completed either the box labeled "Special Payment Instructions" or the box
labeled "Special Delivery Instructions" on the Letter of Transmittal or (ii)
for the account of an Eligible Institution. See Instruction 5. If the
certificates are registered in the name of a person or persons other than the
signer of this Letter of Transmittal, or if payment is to be made or delivered
to, or certificates evidencing unpurchased Shares are to be issued or returned
to, a person other than the registered owner or owners, then the tendered
certificates must be endorsed or accompanied by duly executed stock powers, in
either case signed exactly as the name or names of the registered owner or
owners appear on the certificates or stock powers, with the signatures on the
certificates or stock powers guaranteed by an Eligible Institution as provided
herein. See Instruction 5.

   2. Delivery of Letter of Transmittal and Shares. This Letter of Transmittal
is to be used either if certificates are to be forwarded herewith or, unless an
Agent's Message (as defined in the Offer to Purchase) is utilized, if the
delivery of Shares is to be made by book-entry transfer pursuant to the
procedures set forth in Section 2 of the Offer to Purchase. Certificates for
all physically delivered Shares, or a confirmation of a book-entry transfer
into the Depositary's account of the Book-Entry Transfer Facility of all Shares
delivered electronically, as well as a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile thereof) and any other
documents required by this Letter of Transmittal, or an Agent's Message in the
case of a book-entry delivery, must be received by the Depositary at one of its
addresses set forth on the front page of this Letter of Transmittal by the
Expiration Date. Shareholders who cannot deliver their Shares and all other
required documents to the Depositary by the Expiration Date must tender their
Shares pursuant to the guaranteed delivery procedures set forth in Section 2 of
the Offer to Purchase. Pursuant to such procedures: (a) such tender must be
made by or through an Eligible Institution; (b) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
Purchaser, must be received by the Depositary prior to the Expiration Date; and
(c) the certificates for all tendered Shares, in proper form for tender, or a
confirmation of a book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility of all Shares delivered electronically, as well as
a properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile thereof), and any other documents required by this Letter of
Transmittal must be received by the Depositary within three trading days after
the date of execution of such Notice of Guaranteed Delivery, all as provided in
Section 2 of the Offer to Purchase. The term "trading day" is any day on which
the New York Stock Exchange is open for business.

   The method of delivery of Shares, the Letter of Transmittal and all other
required documents, including delivery through the Book-Entry Transfer
Facility, is at the option and risk of the tendering shareholder. Shares will
be deemed delivered only when actually received by the Depositary (including,
in the case of a book-entry transfer, by a confirmation of a book-entry
transfer). If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. In all cases, sufficient time
should be allowed to ensure timely delivery.

   No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. By executing this Letter of Transmittal
(or a manually signed facsimile thereof), the tendering stockholder waives any
right to receive any notice of the acceptance for payment of the Shares.

   3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
schedule attached hereto.

                                      5

<PAGE>

   4. Partial Tenders (not applicable to shareholders who tender by book-entry
transfer). If fewer than all the Shares represented by any certificate
delivered to the Depositary are to be tendered, fill in the number of Shares
which are to be tendered in the box entitled "Number of Shares Tendered." In
such case, a new certificate for the remainder of the Shares represented by the
old certificate will be sent to the person(s) signing this Letter of
Transmittal unless otherwise provided in the appropriate box on this Letter of
Transmittal, as promptly as practicable following the expiration or termination
of the Offer. All Shares represented by certificates delivered to the
Depositary will be deemed to have been tendered unless otherwise indicated.

   5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the certificates without alteration, enlargement or any change
whatsoever.

   If any of the Shares tendered hereby are held of record by two or more
persons, all such persons must sign this Letter of Transmittal.

   If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.

   If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock
powers are required unless payment of the purchase price is to be made, or
Shares not tendered or not purchased are to be returned, in the name of any
person other than the registered holder(s), in which case the certificate(s)
for such Shares tendered hereby must be endorsed, or accompanied by,
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the certificate for such Shares. Signatures
on any such certificates or stock powers must be guaranteed by an Eligible
Institution.

   If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the certificate must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appear(s) on the
certificates for such Shares. Signature(s) on any such certificates or stock
powers must be guaranteed by an Eligible Institution.

   If this Letter of Transmittal or any certificate or stock power is signed by
a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory
to Purchaser of the authority of such person so to act must be submitted.

   6. Stock Transfer Taxes. Purchaser will pay any stock transfer taxes with
respect to the sale and transfer of any Shares to it or its order pursuant to
the Offer. If, however, payment of the purchase price is to be made to, or
Shares not tendered or not purchased are to be returned in the name of, any
person other than the registered holder(s), then the amount of any stock
transfer taxes (whether imposed on the registered holder(s), such other person
or otherwise) payable on account of the transfer to such person will be
deducted from the purchase price unless satisfactory evidence of the payment of
such taxes, or exemption therefrom, is submitted.

   Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter of
Transmittal.

   7. Special Payment and Delivery Instruction. If the check for the purchase
price of any Shares purchased is to be issued, or any Shares not tendered or
not purchased are to be returned, in the name of a person other than the
person(s) signing this Letter of Transmittal or if the check or any
certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to the
person(s) signing this Letter of Transmittal at an address other than that
shown above, the appropriate boxes on

                                      6

<PAGE>

this Letter of Transmittal should be completed. Shareholders tendering Shares
by book-entry transfer may request that Shares not purchased be credited to
such account at the Book-Entry Transfer Facility as such stockholder may
designate under "Special Payment Instructions." If no such instructions are
given, any such Shares not purchased will be returned by crediting the account
at the Book-Entry Transfer Facility designated above.

   8. Substitute Form W-9. The tendering shareholder is required to provide the
Depositary with such shareholder's correct TIN on Substitute Form W-9, which is
provided below, unless an exemption applies. Failure to provide the information
on the Substitute Form W-9 may subject the tendering shareholder to a $50
penalty and to 30.5% federal income tax backup withholding on the payment of
the purchase price for the Shares.

   9. Foreign Holders. Foreign holders must submit a completed IRS Form W-8 to
avoid 30.5% backup withholding. IRS Form W-8 may be obtained by contacting the
Depositary at one of the addresses on the face of this Letter of Transmittal.

   10. Requests for Assistance or Additional Copies. Requests for assistance or
additional copies of the Offer to Purchase and this Letter of Transmittal may
be obtained from the Information Agent at its address or telephone numbers set
forth below.

   11. Waiver of Conditions. The conditions of the Offer may be waived by
Purchaser (subject to certain limitations in the Merger Agreement), in whole or
in part, at any time or from time to time, in Purchaser's sole discretion.

   12. Lost, Destroyed or Stolen Certificates. If any certificates for Shares
have been lost, destroyed or stolen, the stockholder should promptly notify the
Depositary for instructions as to the procedures for replacing the certificates
for such Shares. This Letter of Transmittal and related documents cannot be
processed until the lost, destroyed or stolen certificates have been replaced
and the replacement certificates for such Shares have been delivered to the
Depositary in accordance with the procedures set forth in Section 2 of the
Offer to Purchase and the instructions contained in this Letter of Transmittal.

   Important: This Letter of Transmittal or a manually signed facsimile copy
hereof (together with certificates or confirmation of book-entry transfer and
all other required documents) or a Notice of Guaranteed Delivery must be
received by the Depositary on or prior to the Expiration Date (as defined in
the Offer to Purchase).

                           IMPORTANT TAX INFORMATION

   Under federal income tax law, a shareholder whose tendered Shares are
accepted for payment is required to provide the Depositary with such
shareholder's correct TIN on the Substitute Form W-9. If such shareholder is an
individual, the TIN is such shareholder's Social Security Number. If the
Depositary is not provided with the correct TIN, the shareholder may be subject
to a $50 penalty imposed by the Internal Revenue Service. In addition, payments
that are made to such shareholder with respect to Shares purchased pursuant to
the Offer may be subject to backup withholding.

   Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that shareholder must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Such statements may be
obtained from the Depositary. All exempt recipients (including foreign persons
wishing to qualify as exempt recipients) should see the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.

                                      7

<PAGE>

   If backup withholding applies, the Depositary is required to withhold 30.5%
of any payments made to the stockholder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If backup
withholding results in an overpayment of taxes, a refund may be obtained.

Purpose of Substitute Form W-9

   To prevent backup federal income tax withholding on payments that are made
to a shareholder with respect to Shares purchased pursuant to the Offer, the
shareholder is required to notify the Depositary of such shareholder's correct
TIN by completing the form certifying that the TIN provided on the Substitute
Form W-9 is correct.

What Number to Give the Depositary

   The shareholder is required to give the Depositary the Social Security
Number or Employer Identification Number of the record owner of the Shares. If
the Shares are in more than one name or are not in the name of the actual
owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidelines on which
number to report.

                                      8

<PAGE>

                                   SIGN HERE

                     (Complete Substitute Form W-9 below)

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

------------------------------------------------------------------------------
                           Signature(s) of Owner(s)

 Name(s) ______________________________________________________________________

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

 Capacity (full title) ________________________________________________________

 Address ______________________________________________________________________

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

------------------------------------------------------------------------------
                                                              (Include Zip Code)

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

 Area Code and Telephone Number _______________________________________________


 Tax Identification or Social Security Number _________________________________
                                              (See Substitute Form W-9)

 Dated: ________________________________________________________________ , 2001

    (Must be signed by registered holder(s) exactly as name(s) appear(s) on
 stock certificate(s) or on a security position listing or by the person(s)
 authorized to become registered holder(s) by certificates and documents
 transmitted herewith. If signature is by a trustee, executor, administrator,
 guardian, attorney-in-fact, agent, officer of a corporation or other person
 acting in a fiduciary or representative capacity, please set forth full title
 and see Instruction 5).

                           GUARANTEE OF SIGNATURE(S)

                          (See Instructions 1 and 5)

    FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE
 BELOW.

 Authorized signature(s) ______________________________________________________

 Name _________________________________________________________________________

 Name of Firm _________________________________________________________________

 Address ______________________________________________________________________

------------------------------------------------------------------------------
                                                              (Include Zip Code)

 Area Code and Telephone Number _______________________________________________

 Dated: ________________________________________________________________ , 2001


                                      9

<PAGE>

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
                                          PAYER'S NAME: American Stock Transfer & Trust Company
-----------------------------------------------------------------------------------------------------------------------------------

<S>                      <C>                                               <C>
SUBSTITUTE               Part I--PLEASE PROVIDE YOUR TIN IN                TIN:__________________________________________________
Form W-9                 THE BOX AT RIGHT AND CERTIFY BY                                     Social Security Number
Department of the        SIGNING AND DATING BELOW.                                                     or
Treasury,                                                                                Employer Identification Number
Internal Revenue Service ----------------------------------------------------------------------------------------------------------
                          Part II--For Payees exempt from backup withholding, see the enclosed Guidelines for Certification
Payer's Request for       of Taxpayer Identification Number on Substitute Form W-9 and complete as instructed therein.
Taxpayer                 ----------------------------------------------------------------------------------------------------------
Identification            Certification--Under penalties of perjury, I certify that:
Number ("TIN")           (1)The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me),
and Certification           and
                         (2)I am subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have
                            not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as
                            a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no
                            longer subject to backup withholding.
                         ----------------------------------------------------------------------------------------------------------
                         SIGNATURE:___________________________________________  DATE:___________________________
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Certification Instructions--You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding, you
received another notification from the IRS that you were no longer subject to
backup withholding, do not cross out item (2). (Also see the instructions in
the enclosed Guidelines.)

NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
      BACKUP WITHHOLDING OF 30.5% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
      OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
      TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
      DETAILS.

      YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN.

            CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

    I certify under penalties of perjury that a TIN has not been issued to me,
 and either (1) I have mailed or delivered an application to receive a TIN to
 the appropriate IRS Center or Social Security Administration Officer or (2) I
 intend to mail or deliver an application in the near future. I understand that
 if I do not provide a TIN by the time of payment, 30.5 % of all payments
 pursuant to the Offer made to me thereafter will be withheld until I provide a
 number.

 Signature: ______________________ Date: ____________________________


                    The Information Agent for the Offer is:
                          [LOGO] Georgeson Shareholder
                   Georgeson Shareholder Communications Inc.
                          17 State Street, 10th Floor
                           New York, New York 10004
                        Banks and Brokers Call Collect:
                                (212) 440-9800
                          All Others Call Toll-Free:
                                (800) 223-2064

                                      10

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(1)(C)
<SEQUENCE>5
<FILENAME>dex99a1c.txt
<DESCRIPTION>NOTICE OF GUARANTEED DELIVERY
<TEXT>
<PAGE>

                                                               Exhibit (a)(1)(C)

                         Notice of Guaranteed Delivery

                                      for

                       Tender of Shares of Common Stock
(including the Associated Junior Participating Preferred Stock Purchase Rights)

                                      of

                             HeadHunter.NET, Inc.

---------------------------------------------------------------------
            THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, SEPTEMBER 28, 2001
                    UNLESS THE OFFER IS EXTENDED
---------------------------------------------------------------------

   This form, or one substantially equivalent hereto, must be used to accept
the Offer (as defined below) if certificates for shares of common stock, $.01
par value per share (the "Common Stock"), of HeadHunter.NET, Inc., a Georgia
corporation (the "Company"), including the associated junior participating
preferred stock purchase rights (the "Rights" and, together with the Common
Stock, the "Shares") issued pursuant to a Shareholder Protection Rights
Agreement, dated as of April 15, 2000, between the Company and American Stock
Transfer & Trust Company, as amended by Amendment No. 1 to the Shareholder
Protection Rights Agreement, dated as of February 27, 2001, and Amendment No. 2
to the Shareholder Protection Rights Agreement, dated as of August 24, 2001,
are not immediately available or if the procedure for book-entry transfer
cannot be completed on a timely basis or time will not permit all required
documents to reach the Depositary on or prior to the Expiration Date (as
defined in the Offer to Purchase). Such form may be delivered by hand,
facsimile transmission, or mail to the Depositary. See Section 2 of the Offer
to Purchase, dated August 31, 2001 (the "Offer to Purchase").

                       The Depositary for the Offer is:

                    AMERICAN STOCK TRANSFER & TRUST COMPANY

<TABLE>
<S>                                     <C>
By Mail, Hand or Overnight Delivery:            By Facsimile Transmission:
                                             (For Eligible Institutions Only)

            59 Maiden Lane
       New York, New York 10038                       (718) 234-5001

                                        Confirm Receipt of Facsimile by Telephone:
                                                      (718) 921-8200
</TABLE>

   DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION OF INSTRUMENTS VIA A FACSIMILE, OTHER THAN AS SET FORTH ABOVE,
DOES NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

   This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" (as defined in the Offer to Purchase)
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.

   The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal or an
Agent's Message and certificates for Shares to the Depositary within the time
period shown herein. Failure to do so could result in a financial loss to such
Eligible Institution.

             THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.

<PAGE>

Ladies and Gentlemen:

   The undersigned hereby tenders to CB Merger Sub, Inc., a Georgia
corporation, upon the terms and subject to the conditions set forth in the
Offer to Purchase, and the related Letter of Transmittal (which, together with
any amendments or supplements thereto, constitute the "Offer"), receipt of
which are hereby acknowledged, the number of Shares of the Company set forth
below, pursuant to the guaranteed delivery procedure set forth in Section 2 of
the Offer to Purchase.

<TABLE>
<C>                                                   <S>
Number of Shares:                                     SIGN HERE
                                                      Name(s) of Record Holder(s):

Certificate No(s) (if available):




                                                              (Please Print)

If Securities will be tendered by book-entry transfer
at The Depository Trust Company, please provide
Account No.:                                          Address(es):

Dated:
                                                                (Zip Code)

                                                      Area Code and Telephone No(s):



                                                      Signature(s):


</TABLE>

                                   GUARANTEE

                   (Not to be used for signature guarantee)

   The undersigned, a bank, broker, dealer, credit union, savings association
or other entity which is a member in good standing of the Securities Transfer
Agents Medallion Program, guarantees the delivery to the Depositary of the
Shares tendered hereby, together with a properly completed and duly executed
Letter of Transmittal (or manually signed facsimile(s) thereof) and any other
required documents, or an Agent's Message (as defined in the Offer to Purchase)
in the case of a book-entry delivery of Shares, all within three trading days
of the date hereof. A "trading day" is any day on which the New York Stock
Exchange is open for business.

Name of Firm:          Title:

                       Name:
(Authorized Signature)    (Please Print or Type)

Address:               Area Code and Telephone No.:

                       Dated:
      (Zip Code)

       DO NOT SEND CERTIFICATES FOR SHARES WITH THIS FORM--CERTIFICATES
                SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL

                                      2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(1)(D)
<SEQUENCE>6
<FILENAME>dex99a1d.txt
<DESCRIPTION>BROKER DEALER LETTER
<TEXT>
<PAGE>

                                                               Exhibit (a)(1)(D)
                          Offer to Purchase for Cash
                    All Outstanding Shares of Common Stock
(including the Associated Junior Participating Preferred Stock Purchase Rights)
                                      of
                             HeadHunter.NET, Inc.
                                      at
                              $9.25 Net Per Share
                                      by
                             CB Merger Sub, Inc.,
                         a wholly owned subsidiary of

                             Career Holdings, Inc.

       -------------------------------------------------------------------
                 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
       12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, SEPTEMBER 28, 2001,
                         UNLESS THE OFFER IS EXTENDED.
       -------------------------------------------------------------------

                                                                 August 31, 2001

To Brokers, Dealers, Commercial Banks,
  Trust Companies and Other Nominees:

   We have been appointed by CB Merger Sub. Inc., a Georgia corporation
("Purchaser") and a wholly owned subsidiary of Career Holdings, Inc., a
Delaware corporation ("Career Holdings"), to act as Information Agent in
connection with Purchaser's offer to purchase all outstanding shares of common
stock, $.01 par value per share (the "Common Stock"), of HeadHunter.NET, Inc.,
a Georgia corporation (the "Company"), including the associated junior
participating preferred stock purchase rights (the "Rights" and, together with
the Common Stock, the "Shares") issued pursuant to a Shareholder Protection
Rights Agreement, dated as of April 15, 2000, between the Company and American
Stock Transfer & Trust Company, as amended by Amendment No. 1 to the
Shareholder Protection Rights Agreement, dated as of February 27, 2001, and
Amendment No. 2 to the Shareholder Protection Rights Agreement, dated as of
August 24, 2001, at a purchase price of $9.25 per Share, net to the seller in
cash, without interest, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated August 31, 2001 (the "Offer to Purchase"), and
in the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer") enclosed herewith.
The Offer is being made in connection with the Agreement and Plan of Merger,
dated as of August 24, 2001, among Career Holdings, Purchaser and the Company
(the "Merger Agreement"). Holders of Shares whose certificates for such Shares
(the "Certificates") are not immediately available or who cannot deliver their
Certificates and all other required documents to American Stock Transfer &
Trust Company (the "Depositary") or complete the procedures for book-entry
transfer prior to the Expiration Date (as defined in Section 1 of the Offer to
Purchase) must tender their Shares according to the guaranteed delivery
procedures set forth in Section 2 of the Offer to Purchase.

   Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares in your name or in the name of your nominee.

   Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:

      1. The Offer to Purchase, dated August 31, 2001.

      2. The Letter of Transmittal to tender Shares for your use and for the
   information of your clients. Facsimile copies of the Letter of Transmittal
   (with manual signatures) may be used to tender Shares.

      3. A letter to shareholders of the Company from Robert M. Montgomery,
   Jr., the Chief Executive Officer of the Company, together with a
   Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
   Securities and Exchange Commission by the Company and mailed to the
   shareholders of the Company.

                                      1

<PAGE>

      4. The Notice of Guaranteed Delivery for Shares to be used to accept the
   Offer if neither of the two procedures for tendering Shares set forth in the
   Offer to Purchase can be completed on a timely basis.

      5. A printed form of letter which may be sent to your clients for whose
   accounts you hold Shares registered in your name, with space provided for
   obtaining such clients' instructions with regard to the Offer.

      6. Guidelines of the Internal Revenue Service for Certification of
   Taxpayer Identification Number on Substitute Form W-9.

      7. A return envelope addressed to the Depositary.

   YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, SEPTEMBER 28, 2001,
UNLESS THE OFFER IS EXTENDED.

Please note the following:

      1. The tender price is $9.25 per Share, net to the seller in cash without
   interest.

      2. The Offer is being made for all of the outstanding Shares.

      3. The Offer and withdrawal rights will expire at 12:00 Midnight, New
   York City time, on Friday, September 28, 2001, unless the Offer is extended.

      4. The Offer is conditioned upon, among other things, there being validly
   tendered and not withdrawn prior to the expiration of the Offer such number
   of Shares that would constitute at least a majority of the Shares that in
   the aggregate are outstanding determined on a fully diluted basis (after
   giving maximum effect to the exercise of all options, warrants and other
   rights to purchase, and the conversion or exchange of all securities
   convertible or exchangeable into, Shares outstanding at the expiration date
   of the Offer, whether or not vested, exercised or converted at the time of
   determination), and any waiting period under the HSR Act (as defined in the
   Offer to Purchase) applicable to the purchase of Shares pursuant to the
   Offer having expired or having been terminated prior to the expiration of
   the Offer. The Offer is also subject to the other terms and conditions
   contained in the Offer to Purchase.

      5. Tendering shareholders will not be obligated to pay brokerage fees or
   commissions imposed by Career Holdings or Purchaser or, except as set forth
   in Instruction 6 of the Letter of Transmittal, stock transfer taxes on the
   transfer of Shares pursuant to the Offer.

   In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal (or a manually signed facsimile thereof) and
any required signature guarantees or, in the case of a book-entry transfer, an
Agent's Message (as defined in the Offer to Purchase) or other required
documents should be sent to the Depositary and (ii) Certificates representing
the tendered Shares or a timely Book-Entry Confirmation (as defined in the
Offer to Purchase) should be delivered to the Depositary in accordance with the
instructions set forth in the Offer.

   If holders of Shares wish to tender, but it is impracticable for them to
forward their Certificates or other required documents or complete the
procedures for book-entry transfer prior to the Expiration Date, a tender must
be effected by following the guaranteed delivery procedures specified in
Section 2 of the Offer to Purchase.

   Neither Purchaser, Career Holdings nor any officer, director, shareholder,
agent or other representative of Purchaser or Career Holdings will pay any fees
or commissions to any broker, dealer or other person (other than the Depositary
and the Information Agent as described in the Offer to Purchase) for soliciting
tenders of Shares pursuant to the Offer. Purchaser will, however, upon request,
reimburse you for customary mailing and handling expenses incurred by you in
forwarding any of the enclosed materials to your clients. Purchaser will pay or
cause to be paid any transfer taxes payable on the transfer of Shares to it,
except as otherwise provided in Instruction 6 of the Letter of Transmittal.

                                      2

<PAGE>

   Any inquiries you may have with respect to the Offer should be addressed to
Georgeson Shareholder Communications Inc., the Information Agent for the Offer,
at 17 State Street, 10th Floor, New York, New York 10004, telephone: (800)
223-2064.


   Requests for copies of the enclosed materials may be directed to the
Information Agent at the above address and telephone number.

                                          Very truly yours,

                                          GEORGESON SHAREHOLDER COMMUNICATIONS
                                            INC.

   NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF CAREER HOLDINGS, PURCHASER, THE DEPOSITARY,
THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM
IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE
STATEMENTS CONTAINED THEREIN.


                                      3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(1)(E)
<SEQUENCE>7
<FILENAME>dex99a1e.txt
<DESCRIPTION>CLIENT LETTER
<TEXT>
<PAGE>

                                                               Exhibit (a)(1)(E)

                          Offer to Purchase for Cash
                    All Outstanding Shares of Common Stock
(including the Associated Junior Participating Preferred Stock Purchase Rights)
                                      of
                             HeadHunter.NET, Inc.
                                      at
                              $9.25 Net Per Share
                                      by
                             CB Merger Sub, Inc.,
                         a wholly owned subsidiary of

                             Career Holdings, Inc.

------------------------------------------------------------------
         THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, SEPTEMBER 28, 2001
                  UNLESS THE OFFER IS EXTENDED.
------------------------------------------------------------------

                                                                 August 31, 2001

To Our Clients:

   Enclosed for your consideration are the Offer to Purchase, dated August 31,
2001 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute
the "Offer") relating to an offer by CB Merger Sub, Inc., a Georgia corporation
("Purchaser") and a wholly owned subsidiary of Career Holdings, Inc., a
Delaware corporation ("Career Holdings"), to purchase all outstanding shares of
common stock, par value $.01 per share (the "Common Stock"), of HeadHunter.NET,
Inc., a Georgia corporation (the "Company"), including the associated junior
participating preferred stock purchase rights (the "Rights" and, together with
the Common Stock, the "Shares") issued pursuant to a Shareholder Protection
Rights Agreement, dated as of April 15, 2000, between the Company and American
Stock Transfer & Trust Company, as amended by Amendment No. 1 to the
Shareholder Protection Rights Agreement, dated as of February 27, 2001, and
Amendment No. 2 to the Shareholder Protection Rights Agreement, dated as of
August 24, 2001, at a purchase price of $9.25 per Share, net to the seller in
cash, without interest, upon the terms and subject to the conditions set forth
in the Offer. The Offer is being made in connection with the Agreement and Plan
of Merger, dated as of August 24, 2001, among Career Holdings, Purchaser and
the Company (the "Merger Agreement"). This material is being forwarded to you
as the beneficial owner of Shares carried by us in your account but not
registered in your name.

   A tender of such Shares can be made only by us as the holder of record and
pursuant to your instructions. The Letter of Transmittal is furnished to you
for your information only and cannot be used by you to tender Shares held by us
for your account.

   Accordingly, we request instructions as to whether you wish to tender any or
all of the Shares held by us for your account, upon the terms and conditions
set forth in the Offer.

   Please note the following:

      1. The tender price is $9.25 per Share, net to you in cash without
   interest.

      2. The Offer is being made for all of the outstanding Shares.

      3. The Offer and withdrawal rights will expire at 12:00 Midnight, New
   York City time, on Friday, September 28, 2001, unless the Offer is extended.

      4. The Offer is conditioned upon, among other things, there being validly
   tendered and not withdrawn prior to the expiration of the Offer such number
   of Shares that would constitute at least a majority of the

                                      1

<PAGE>

   Shares that in the aggregate are outstanding determined on a fully diluted
   basis (after giving maximum effect to the exercise of all options, warrants
   and other rights to purchase, and the conversion or exchange of all
   securities convertible or exchangeable into, Shares outstanding at the
   expiration date of the Offer, whether or not vested, exercised or converted
   at the time of determination), and any waiting period under the HSR Act (as
   defined in the Offer to Purchase) applicable to the purchase of Shares
   pursuant to the Offer having expired or having been terminated prior to the
   expiration of the Offer. The Offer is also subject to the other terms and
   conditions contained in the Offer to Purchase.

      5. Tendering shareholders will not be obligated to pay brokerage fees or
   commissions imposed by Career Holdings or Purchaser or, except as set forth
   in Instruction 6 of the Letter of Transmittal, stock transfer taxes on the
   transfer of Shares pursuant to the Offer.

   If you wish to have us tender any or all of the Shares, please so instruct
us by completing, executing, detaching and returning to us the instruction form
contained in this letter. An envelope to return your instruction to us is
enclosed. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise indicated in such instruction form. Please forward
your instructions to us as soon as possible to allow us ample time to tender
your Shares on your behalf prior to the expiration of the Offer.

   The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and any supplements or amendments thereto. The Offer is not being
made to, nor will tenders be accepted from or on behalf of, holders of Shares
residing in any jurisdiction in which the making of the Offer or acceptance
thereof would not be in compliance with the securities laws of such
jurisdiction. In any jurisdiction where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer will be
deemed to be made on behalf of Purchaser by one or more registered brokers or
dealers licensed under the laws of such jurisdiction.

                                      2

<PAGE>

                         INSTRUCTIONS WITH RESPECT TO
                        THE OFFER TO PURCHASE FOR CASH
                    ALL OUTSTANDING SHARES OF COMMON STOCK
        (INCLUDING THE ASSOCIATED JUNIOR PARTICIPATING PREFERRED STOCK
                               PURCHASE RIGHTS)
                                      OF
                             HEADHUNTER.NET, INC.
                                      BY
                              CB MERGER SUB, INC.

   The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated August 31, 2001 (the "Offer to Purchase"), and the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer") in connection with the offer by
CB Merger Sub, Inc., a Georgia corporation ("Purchaser") and a wholly owned
subsidiary of Career Holdings, Inc., a Delaware Corporation ("Career
Holdings"), to purchase all outstanding shares of common stock, par value $.01
per share (the "Common Stock"), of HeadHunter.NET, Inc., a Georgia corporation
(the "Company"), including the associated junior participating preferred stock
purchase rights (the "Rights" and, together with the Common Stock, the
"Shares") issued pursuant to a Shareholder Protection Rights Agreement, dated
as of April 15, 2000, between the Company and American Stock Transfer and Trust
Company, as amended by Amendment No. 1 to the Shareholder Protection Rights
Agreement, dated as of February 27, 2001, and Amendment No. 2 to the
Shareholder Protection Rights Agreement, dated as of August 24, 2001.

   This will instruct you to tender to Purchaser the number of Shares indicated
below (or if no number is indicated below, all Shares) which are held by you
for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.

  Number of Shares to be Tendered:* ___________________________________________
<TABLE>
<C>                  <S>
                                  SIGN HERE




                               (Signature(s))

Account Number:



Date:  , 2001
                               (Print Name(s))




                             (Print Address(es))


                     (Area Code and Telephone Number(s))


                         (Taxpayer Identification or
                         Social Security Number(s))
</TABLE>
--------
*Unlessotherwise indicated, it will be assumed that all Shares held by us for
       your account are to be tendered.

                                      3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(1)(F)
<SEQUENCE>8
<FILENAME>dex99a1f.txt
<DESCRIPTION>GUIDELINES FOR CERTIFICATION OF TAXPAYER ID
<TEXT>
<PAGE>

                                                               Exhibit (a)(1)(F)

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the
Payer--Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
 ------------------------------------------------------------------------------

 For this type of account:                      Give the name and
                                                SOCIAL SECURITY
                                                number of--
 ------------------------------------------------------------------------------
 <S>                                            <C>

  1. An individual                              The individual

  2. Two or more individuals (joint account)    The actual owner of the
                                                account or, if combined
                                                funds, the first individual on
                                                the account (1)

  3. Custodian account of a minor (Uniform      The minor (2)
     Gift to Minors Act)

  4. a. The usual revocable savings trust       The grantor-trustee (1)
        (grantor is also trustee)
    b. So-called trust account that is not a    The actual owner (1)
       legal or valid trust under State law

  5. Sole proprietorship                        The owner (3)

  6. Sole proprietorship account                The owner (3)
 ------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
For this type of account:                       Give the name and
                                                EMPLOYER
                                                IDENTIFICATION
                                                number of--
----------------------------------------------------------------------------------
<S>                                             <C>

 7. A valid trust, estate, or pension trust     The legal entity (Do not
                                                furnish the identifying
                                                number of the personal
                                                representative or trustee
                                                unless the legal entity itself is
                                                not designated in the account
                                                title.) (4)

 8. Corporate                                   The corporation

 9. Association, club, religious, charitable,   The organization
    educational, or other tax-exempt
    organization

10. Partnership                                 The partnership

11. A broker or registered nominee              The broker or nominee

12. Account with the Department of              The public entity
    Agriculture in the name of a public
    entity (such as a State or local
    government, school district, or prison)
    that receives agricultural program
    payments
----------------------------------------------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish. If
    only one person on a joint account has a SSN, that person's number must be
    furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business or
    "doing business as" name. You may use either your social security number or
    employment identification number (if you have one.).
(4) List first and circle the name of the legal trust, estate, or pension
    trust.

Note:If no name is circled when there is more than one name, the number will be
     considered to be that of the first name listed.

<PAGE>

Obtaining a Number
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Card, or Form SS-4,
Application for Employer Identification Number (for businesses and all other
entities), or Form W-7 for Individual Taxpayer Identification Number (for alien
individuals required to file U.S. tax returns), at an office of the Social
Security Administration or the Internal Revenue Service.

Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding on all payments include
the following:
 .A financial institution.
 .Anorganization exempt from tax under section 501(a), or an individual
   retirement plan, or a custodial account under Section 403(b)(7).
 .The United States or any agency or instrumentality thereof.
 .A State, the District of Columbia, a possession of the United States, or any
 political subdivision or instrumentality thereof.
 .A foreign government, a political subdivision of a foreign government, or any
 agency or instrumentality thereof.
 .An international organization or any agency or instrumentality thereof.

 Payees that may be exempt from backup withholding, including, among others:
 .A corporation.
 .A registered dealer in securities or commodities registered in the U.S. or a
 possession of the U.S.
 .A real estate investment trust.
 .A common trust fund operated by a bank under section 584(a).
 .An entity registered at all times during the tax year under the Investment
 Company Act of 1940.
 .A foreign central bank of issue.

 Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
 .Payments to nonresident aliens subject to withholding under section 1441.
 .Payments to partnerships not engaged in a trade or business in the U.S. and
 which have at least one nonresident alien partner.
 .Payments of patronage dividends where the amount received is not paid in
 money.
 .Payments made by certain foreign organizations.

 Payments of interest not generally subject to backup withholding include the
following:
 .Payments of interest on obligations issued by individuals.

Note: You may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
 .Payments of tax-exempt interest (including exempt-interest dividends under
 section 852).
 .Payments described in section 6049(b)(5) to non-resident aliens.
 .Payments on tax-free covenant bonds under section 1451.
 .Payments made by certain foreign organizations.
 .Mortgage interest paid to you.

Exempt payees described above should file a Substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM,
AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR
PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
with-holding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045, 6049,
6050A, and 6050N, and their regulations.

Privacy Act Notice.--Section 6109 requires most recipients of dividend,
interest or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your tax return.
Payers must be given the numbers whether or not recipients are required to file
tax returns. Payers must generally withhold 30.5% of taxable interest, dividend
and certain other payments to a payee who does not furnish a taxpayer
identification number to a payer. Certain penalties may also apply.

Penalties
(1) Penalty for Failure to Furnish Taxpayer Identification Number.--If you fail
to furnish your correct taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information.--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9
                                    Page 2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(5)(A)
<SEQUENCE>9
<FILENAME>dex99a5a.txt
<DESCRIPTION>FORM OF SUMMARY ADVERTISEMENT
<TEXT>
<PAGE>
                                                               Exhibit (a)(5)(A)

--------------------------------------------------------------------------------
    This announcement is neither an offer to purchase nor a solicitation of
    an offer to sell Shares (as defined below). The Offer (as defined below)
      is made solely by the Offer to Purchase, dated August 31, 2001, and
      the related Letter of Transmittal (and any amendments or supplements
     thereto). The Offer is not being made to, nor will tenders be accepted
    from or on behalf of, holders of Shares in any jurisdiction in which the
   making of the Offer or acceptance thereof would not be in compliance with
     the securities, "blue sky" or other laws of such jurisdiction. In any
    jurisdiction where the securities, "blue sky" or other laws require the
   Offer to be made by a licensed broker or dealer, the Offer will be deemed
      to be made on behalf of Purchaser (as defined below) by one or more
   registered brokers or dealers licensed under the laws of such jurisdiction.

                      Notice of Offer to Purchase for Cash
                     All Outstanding Shares of Common Stock
 (including the Associated Junior Participating Preferred Stock Purchase Rights)
                                       of

                              HeadHunter.NET, Inc.

                                       at

                               $9.25 Net Per Share

                                       by

                               CB Merger Sub, Inc.

                          a wholly owned subsidiary of

                              Career Holdings, Inc.

         CB Merger Sub, Inc., a Georgia corporation ("Purchaser") and a wholly
owned subsidiary of Career Holdings, Inc., a Delaware corporation ("Parent"), is
offering to purchase all outstanding shares of common stock, par value $.01 per
share (the "Common Stock"), of HeadHunter.NET, Inc., a Georgia corporation (the
"Company"), including the associated junior participating preferred stock
purchase rights (the "Rights" and, together with the Common Stock, the "Shares")
issued pursuant to a Shareholder Protection Rights Agreement, dated as of April
15, 2000, between the Company and American Stock Transfer & Trust Company, as
amended by Amendment No. 1 to the Shareholder Protection Rights Agreement, dated
as of February 27, 2001, and Amendment No. 2 to the Shareholder Protection
Rights Agreement, dated as of August 24, 2001, at a purchase price of $9.25 per
Share, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated August 31,
2001 (the "Offer to Purchase"), and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer"). The Purchaser is offering to acquire all Shares as a first step in
acquiring the entire equity interest in the Company. Following the consummation
of the Offer, the Purchaser intends to effect the Merger described below.

--------------------------------------------------------------------------------
    THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
    CITY TIME, ON FRIDAY, SEPTEMBER 28, 2001, UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------

         The Offer is conditioned upon, among other things, (i) there being
validly tendered and not withdrawn prior to the expiration of the Offer, such
number of Shares that would constitute at least a majority of the Shares that in
the aggregate are outstanding determined on a fully diluted basis (after giving
maximum effect to the exercise of all options, warrants and other rights to
purchase, and the conversion or exchange of all securities convertible or
exchangeable into, Shares outstanding at the expiration date of the Offer,
whether or not vested, exercised or converted at the time of determination) (the
"Minimum Condition"), (ii) any waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, applicable to the purchase of
Shares pursuant to the Offer having expired or having been terminated prior to
the expiration of the Offer (the "HSR Condition"), and (iii) the satisfaction or
waiver, if applicable, of certain other terms and conditions described in the
Offer to Purchase. The Offer is not conditioned upon Parent or Purchaser
obtaining financing.

         The Offer is being made pursuant to an Agreement and Plan of Merger
dated as of August 24, 2001 (the "Merger Agreement") among Parent, Purchaser and
the Company. The Merger Agreement provides, among other things, that after the
consummation of the Offer and as soon as practicable after the satisfaction or
waiver of the conditions set forth in the Merger Agreement, Purchaser will be
merged with and into the Company with the Company surviving the merger as a
wholly owned subsidiary of Parent (the "Merger"). At the effective time of the
Merger (the "Effective Time"), and without any action on the part of the holder
thereof, each Share issued and outstanding immediately prior to the Effective
Time (other than Shares held in the treasury of the Company by Parent or
Purchaser or by shareholders, if any, who are entitled to and properly exercise
dissenters' rights under the Georgia Business Corporation Code, as amended (the
"GBCC")), will be converted into the right to receive $9.25 in cash, or any
higher price that is paid for the Shares in the Offer, without interest (the
"Offer Consideration").

         As a condition and inducement to Parent's and Purchaser's entering into
the Merger Agreement, certain shareholders of the Company (each, a
"Shareholder"), who collectively hold dispositive power with respect to
5,524,966 Shares which represents approximately 27.1% of the Shares on an
outstanding basis, concurrently with the execution and delivery of the Merger
Agreement each entered into a Stockholder Agreement (collectively, the
"Stockholder Agreements"), dated as of August 24, 2001, with Parent and
Purchaser. Pursuant to the Stockholder Agreements, the Shareholders have agreed,
among other things, to tender the Shares held by them in the Offer, and to grant
Parent a proxy with respect to the voting of such Shares in favor of the Merger
upon the terms and subject to the conditions set forth in the Stockholder
Agreements.

         THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY (I) DETERMINED THAT
THE MERGER IS FAIR AND IN THE BEST INTERESTS OF THE COMPANY AND ITS
SHAREHOLDERS, (II) APPROVED THE MERGER, THE OFFER AND THE MERGER AGREEMENT, AND
(III) RECOMMENDS THAT THE COMPANYOS SHAREHOLDERS ACCEPT THE OFFER AND TENDER ALL
THEIR SHARES PURSUANT TO THE OFFER.

<PAGE>

         For purposes of the Offer, Purchaser will be deemed to have accepted
for payment, and thereby purchased, Shares validly tendered and not properly
withdrawn, when, as and if Purchaser gives oral or written notice to American
Stock Transfer & Trust Company (the "Depositary") of Purchaser's acceptance of
such Shares for payment. Payment for Shares accepted for payment pursuant to the
Offer will be made by deposit of the purchase price with the Depositary, which
shall act as agent for tendering shareholders for the purpose of receiving
payment from Purchaser and transmitting payment to the validly tendering
shareholders. In all cases, payment for Shares purchased in the Offer will be
made only after timely receipt by the Depositary (i) of certificates for such
Shares or timely confirmation of a book-entry transfer of such Shares into the
Depositary's account at the Book-Entry Transfer Facility (as defined in the
Offer to Purchase) pursuant to the procedures set forth in the Offer to
Purchase, (ii) a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof), with any required signature guarantees, or,
in the case of a book-entry transfer, an Agent's Message (as defined in the
Offer to Purchase) and (iii) any other required documents.

         Purchaser expressly reserves the right, in its sole discretion (subject
to the terms and conditions of the Merger Agreement), at any time and from time
to time, to extend the period of time during which the Offer is open for any
reason, including the failure of any of the conditions specified in Section 15
of the Offer to Purchase to be satisfied, and thereby delay acceptance for
payment of and payment for any Shares. The term "Expiration Date" shall mean
12:00 Midnight, New York City time, on Friday, September 28, 2001 unless
Purchaser shall have extended the period of time for which the Offer is open, in
which event the term "Expiration Date" shall mean the latest time and date at
which the Offer, as so extended by Purchaser, shall expire. If, at the
Expiration Date (1) the HSR Condition is not satisfied, or (2) subject to
Company's compliance with applicable obligations under the Merger Agreement,
there is any pending proceeding by a governmental entity against Parent,
Purchaser or the Company or any statute, law or regulation is enacted or
promulgated, which has certain specified adverse effects on the Parent,
Purchaser, the Company or their ability to consummate the transactions
contemplated by the Merger Agreement, then, in each case, Purchaser shall extend
the Offer from time to time until November 7, 2001. Subject to the terms of the
Merger Agreement, Purchaser may, but is not required to, and provided that all
of the conditions to the Offer have been satisfied or waived and Purchaser has
accepted for payment all Shares tendered in the Offer, provide a subsequent
offering period in accordance with Rule 14d-11 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), following the Expiration Date (a
"Subsequent Offering Period"). A Subsequent Offering Period is an additional
period of time from three to 20 business days in length, beginning after
Purchaser purchases Shares tendered in the Offer, during which time shareholders
may tender, but not withdraw, their Shares and receive the Offer Consideration.
Under the Exchange Act, no withdrawal rights apply to Shares tendered during a
Subsequent Offering Period, and no withdrawal rights apply during the Subsequent
Offering Period with respect to Shares tendered in the Offer and accepted for
payment. There can be no assurance that Purchaser will provide a Subsequent
Offering Period.

        If Purchaser extends the period during which the Offer is open it will
do so by giving oral or written notice of such extension to the Depositary and
by making a public announcement of such extension. Any extension of the period
during which the Offer is open will be followed, as promptly as practicable, by
public announcement thereof, such announcement to be issued not later than 9:00
a.m., New York City time, on the next business day after the previously
scheduled Expiration Date. During any such extension, all Shares previously
tendered and not withdrawn will remain subject to the Offer, subject to the
rights of a tendering shareholder to withdraw such shareholder's Shares.

         Except as otherwise provided in the Offer to Purchase, tenders of
Shares made pursuant to the Offer are irrevocable. Except as provided above with
respect to a Subsequent Offering Period, Shares tendered pursuant to the Offer
may be withdrawn at any time prior to the Expiration Date, and, unless
theretofore accepted for payment, may also be withdrawn at any time after
October 29, 2001. For a withdrawal to be effective, a written, telegraphic or
facsimile transmission notice of withdrawal must be timely received by the
Depositary at its address set forth on the back cover of the Offer to Purchase.
Any such notice of withdrawal must specify the name of the person who tendered
the Shares to be withdrawn, the number of Shares to be withdrawn and the name of
the registered holder if different from the name of the person who tendered the
Shares, and in the case of Shares tendered by book-entry transfer, the name and
number of the account at the Book-Entry Transfer Facility. If certificates for
Shares to be withdrawn have been delivered or otherwise identified to the
Depositary, then prior to the physical release of such certificates, the serial
numbers shown on such certificates must be submitted to the Depositary and,
unless such Shares have been tendered for the account of an Eligible Institution
(as defined in the Offer to Purchase), the signature(s) on the notice of
withdrawal must be guaranteed by an Eligible Institution. All questions as to
the form and validity (including time of receipt) of a notice of withdrawal will
be determined by Purchaser, in its sole discretion, and its determination shall
be final and binding on all parties.

         The information required to be disclosed by paragraph (d)(1) of Rule
14d-6 of the General Rules and Regulations under the Exchange Act is contained
in the Offer to Purchase and is incorporated herein by reference.

         The Company has provided to Purchaser its shareholders list and
security position listings for the purpose of disseminating the Offer to holders
of Shares. The Offer to Purchase, the related Letter of Transmittal and other
related materials will be mailed to record holders of Shares and will be
furnished to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the shareholder
lists or, if applicable, who are listed as participants in a clearing agencyOs
security position listing, for subsequent transmittal to beneficial owners of
Shares.

         THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION. SHAREHOLDERS SHOULD CAREFULLY READ BOTH IN THEIR ENTIRETY
BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.

         Questions or requests for assistance or for copies of the Offer to
Purchase, and the related Letter of Transmittal and other tender offer materials
may be directed to the Information Agent as set forth below, and copies will be
furnished promptly at Purchaser's expense. No fees or commissions will be
payable to brokers, dealers or other persons other than the Information Agent
and the Depositary for soliciting tenders of Shares pursuant to the Offer.

                     The Information Agent for the Offer is:

                          Georgeson Shareholder (logo)

                           17 State Street, 10th Floor

                            New York, New York 10004

                 Banks and Brokers Call Collect: (212) 440-9800

                    All Others Call Toll Free: (800) 223-2064
--------------------------------------------------------------------------------



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(5)(D)
<SEQUENCE>10
<FILENAME>dex99a5d.txt
<DESCRIPTION>TEXT OF PRESS RELEASE BY CAREER HOLDINGS
<TEXT>
<PAGE>

                                                               Exhibit (a)(5)(D)


                                                          For Immediate Release


        Career Holdings, Inc., Commences Tender Offer For HeadHunter.NET

Reston, Va., Friday, August 31, 2001 - Career Holdings, Inc., backed by Knight
Ridder, Inc. (NYSE: KRI), and Tribune Company (NYSE: TRB) and the parent of
CareerBuilder, Inc., today said that it has commenced its previously announced
tender offer for all of the shares of common stock of HeadHunter.NET, Inc.,
(NASDAQ: HHNT) at $9.25 per share, net to the seller, in cash.

On August 24, CareerBuilder, Knight Ridder and Tribune announced plans to
acquire Headhunter.net, bringing together two of the nations leaders -
CareerBuilder and Headhunter.net - in local and national online recruitment.

The Headhunter.net tender offer is being made pursuant to an agreement and plan
of merger dated August 24. The tender offer will expire at 12:00 midnight,
Eastern time, on September 28, unless extended.

The offer is conditioned upon, among other things, there being validly tendered
and not withdrawn a number of shares that would constitute at least a majority
of the outstanding Headhunter.net shares on a fully diluted basis.

American Stock Transfer & Trust Company is the depositary for the tender offer.
Georgeson Shareholder Communications Inc. is the information agent.

                                       ###

This news release does not constitute an offer to purchase or a solicitation of
an offer to sell any securities. The complete terms and conditions of this
tender offer are set forth in an offer to purchase and related letter of
transmittal, which are included in a Tender Offer Statement being filed today
with the Securities and Exchange Commission. The offer to purchase and letter of
transmittal will be mailed to Headhunter.net shareholders. The Tender Offer
Statement (including the offer to purchase, letter of transmittal and related
documents) will also be available for free on the Commission's Web site at
http://www.sec.gov.
------------------

About CareerBuilder, Inc.

CareerBuilder is the leading provider of targeted Web recruiting. Through the
CareerBuilder Network, employers can post jobs to pinpoint exactly the right
candidates by location, industry or diversity. Job seekers can instantly search
more than 70 of the Internet's best career sites, in just a couple of clicks.
CareerBuilder also provides personalized career services and advice. The
CareerBuilder Network is the most powerful career network on the Web, including
careerbuilder.com - the flagship career center - and the career centers of
premier destination sites

<PAGE>


including MSN, Bloomberg.com, USA TODAY.com, iVillage.com and latimes.com,
Philly.com, chicagotribune.com and BayArea.com.

About Knight Ridder, Inc.

Knight Ridder is the nation's second-largest newspaper publisher, with products
in print and online. The company publishes 32 daily newspapers in 28 U.S.
markets, with a readership of 8.5 million daily and 12.6 million Sunday. Knight
Ridder also has investments in a variety of Internet and technology companies
and two newsprint companies. The company's Internet operation, Knight Ridder
Digital, creates and maintains a variety of online services, including Real
Cities (www.RealCities.com), a national network of city and regional destination
sites in 55 U.S. markets. Knight Ridder and Knight Ridder Digital are located in
San Jose, Calif.

About Tribune Company

Tribune is one of the country's premier media companies, operating businesses in
broadcasting, publishing and on the Internet. It reaches more than 80 percent of
U.S. households, and is the only media company with television stations,
newspapers and Web sites in the nation's top three markets.


MEDIA CONTACTS:                                INVESTOR CONTACTS:
Gary Weitman, Tribune Co.                      Ruthellyn Musil, Tribune Co
Gweitman@tribune.com                           rmusil@tribune.com
--------------------                           312/222-3787
312/222-3394 (Office)                          312/222-1573
312/222-1573 (Fax)

Cynthia Funnell, Knight Ridder Digital         Polk Laffoon, Knight Ridder, Inc
cfunnell@knightridder.com                      plaffoon@knightridder.com
-------------------------                      408/938-7838 (Office)
408/938-6076 (Office)                          408/938-7813 (Fax)
408/938-6080 (Fax)

Barry Lawrence, CareerBuilder, Inc.
Barry.Lawrence@careerbuilder.com
--------------------------------
703/259-5793 (Office)
703/259-5785  (Fax)


                                        2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(D)(1)
<SEQUENCE>11
<FILENAME>dex99d1.txt
<DESCRIPTION>AGREEMENT AND PLAN OF MERGER
<TEXT>
<PAGE>

                                                                    CONFIDENTIAL

                                                                  Exhibit (d)(1)


                          AGREEMENT AND PLAN OF MERGER

                                  by and among

                             Career Holdings, Inc.,

                             CB Merger Sub, Inc. and

                              HeadHunter.NET, Inc.

                           Dated as of August 24, 2001

<PAGE>

                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I     THE CASH TENDER OFFER........................................... 2
1.1      The Offer............................................................ 2
         ---------
1.2      Company Actions...................................................... 4
         ---------------
1.3      Directors............................................................ 6
         ---------
ARTICLE II    THE MERGER...................................................... 8
2.1      The Merger........................................................... 8
         ----------
2.2      Closing.............................................................. 8
         -------
2.3      Effective Time....................................................... 8
         --------------
2.4      Effects of the Merger................................................ 8
         ---------------------
2.5      Articles of Incorporation and By-Laws................................ 8
         -------------------------------------
2.6      Directors and Officers............................................... 9
         ----------------------
ARTICLE III   CONVERSION OF SECURITIES IN THE MERGER.......................... 9
3.1      Effect of Merger on Capital Stock.................................... 9
         ---------------------------------
3.2      Exchange of Certificates.............................................10
         ------------------------
ARTICLE IV    REPRESENTATIONS AND WARRANTIES OF THE COMPANY...................12
4.1      Organization, Standing and Power; Subsidiaries.......................12
         ----------------------------------------------
4.2      Capitalization.......................................................14
         --------------
4.3      Authority; No Conflict; Required Filings and Consents................15
         -----------------------------------------------------
4.4      SEC Filings; Financial Statements; Information Provided..............18
         -------------------------------------------------------
4.5      Absence of Undisclosed Liabilities...................................19
         ----------------------------------
4.6      Absence of Certain Changes or Events.................................19
         ------------------------------------
4.7      Taxes................................................................19
         -----
4.8      Real Properties......................................................22
         ---------------
4.9      Intellectual Property................................................22
         ---------------------
4.10     Agreements, Contracts and Commitments................................24
         -------------------------------------
4.11     Litigation; Product Liability........................................26
         -----------------------------
4.12     Environmental Matters................................................26
         ---------------------
4.13     Employee Benefit Plans...............................................29
         ----------------------
4.14     Compliance With Laws.................................................32
         --------------------
4.15     Permits..............................................................32
         -------
4.16     Labor Matters........................................................32
         -------------
4.17     Insurance............................................................32
         ---------
4.18     Affiliate Transactions...............................................33
         ----------------------
4.19     Assets...............................................................33
         ------
4.20     Warranty.............................................................33
         --------
4.21     Customers and Suppliers..............................................33
         -----------------------
4.22     Opinion of Financial Advisor.........................................34
         ----------------------------
4.23     Rights Agreement.....................................................34
         ----------------
4.24     Brokers..............................................................34
         -------
ARTICLE V     REPRESENTATIONS AND WARRANTIES OF THE PARENT AND
              THE MERGER SUB..................................................34
5.1      Organization, Standing and Power.....................................34
         --------------------------------
5.2      Authority; No Conflict; Required Filings and Consents................35
         -----------------------------------------------------

                                       i

<PAGE>
                               TABLE OF CONTENTS


                                                                            Page
                                                                            ----

5.3      Information Provided.................................................36
         --------------------
5.4      Interim Operations of the Merger Sub.................................36
         ------------------------------------
5.5      Financing............................................................36
         ---------
ARTICLE VI   CONDUCT OF BUSINESS..............................................37
6.1      Conduct Prior to Effective Time......................................37
         -------------------------------
6.2      Confidentiality......................................................40
         ---------------
ARTICLE VII  ADDITIONAL AGREEMENTS............................................40
7.1      No Solicitation......................................................40
         ---------------
7.2      Efforts; Consents, Notices and Approvals.............................43
         ----------------------------------------
7.3      Notification of Certain Matters......................................44
         -------------------------------
7.4      Company Stockholder Approval of the Merger...........................45
         ------------------------------------------
7.5      Access to Information................................................46
         ---------------------
7.6      Public Disclosure....................................................47
         -----------------
7.7      Indemnification......................................................47
         ---------------
7.8      Company Stock Options; Warrants; Convertible Debt....................48
         -------------------------------------------------
7.9      Employee Stock Purchase Plan.........................................50
         ----------------------------
7.10     Stockholder Litigation...............................................50
         ----------------------
7.11     401(k) Plan..........................................................50
         -----------
ARTICLE VIII CONDITIONS.......................................................50
8.1      Conditions to Obligation of Each Party to Effect the Merger .........50
         -----------------------------------------------------------
ARTICLE IX   TERMINATION, AMENDMENT AND WAIVER................................51
9.1      Termination..........................................................51
         -----------
9.2      Effect of Termination................................................52
         ---------------------
9.3      Fees and Expenses....................................................52
         -----------------
9.4      Amendment............................................................53
         ---------
9.5      Extension; Waiver....................................................53
         -----------------
9.6      Procedure for Termination, Amendment, Extension or Waiver............53
         ---------------------------------------------------------
ARTICLE X    MISCELLANEOUS....................................................54
10.1     Nonsurvival of Representations and Warranties........................54
         ---------------------------------------------
10.2     Notices..............................................................54
         -------
10.3     Entire Agreement.....................................................55
         ----------------
10.4     No Third Party Beneficiaries.........................................55
         ----------------------------
10.5     Assignment...........................................................55
         ----------
10.6     Severability.........................................................55
         ------------
10.7     Counterparts and Signature...........................................56
         --------------------------
10.8     Interpretation.......................................................56
         --------------
10.9     Governing Law........................................................56
         -------------
10.10    Remedies.............................................................56
         --------
10.11    Submission to Jurisdiction...........................................57
         --------------------------
10.12    WAIVER OF JURY TRIAL.................................................57
         --------------------

                                       ii

<PAGE>


                             TABLE OF DEFINED TERMS

Defined Term                                                        Section
------------                                                        -------
Acquisition Agreement                                               7.1
Acquisition Proposal                                                7.1
Affiliate                                                           1.3
Agreement                                                           Introduction
Article 13                                                          3.1(b)
Certificate of Merger                                               2.3
Certificate                                                         3.2
Closing                                                             2.2
Closing Date                                                        2.2
Code                                                                1.1
Company                                                             Introduction
Company Balance Sheet                                               4.4
Company Board                                                       1.2
Company Common Stock                                                Introduction
Company Credit Agreement                                            7.8(e)
Company Disclosure Schedule                                         Article IV
Company Employee Plans                                              4.13
Company Financial Statements                                        4.4
Company Intellectual Property                                       4.9(b)
Company Leases                                                      4.8
Company Permits                                                     4.15
Company SEC Reports                                                 4.4
Company Stockholders Meeting                                        7.4
Company Stock Options                                               4.2
Company Stock Plans                                                 4.2
Company Warrants                                                    4.2
Confidential IP Information                                         4.9(e)
Confidentiality Agreement                                           6.2
Contamination                                                       4.12(b)(ii)
Dissenting Shares                                                   3.1
D&O Insurance                                                       7.7(b)
Effective Time                                                      2.3
Employee Benefit Plan                                               4.13
Environmental Law                                                   4.12
ERISA                                                               4.13
ERISA Affiliate                                                     4.13
ESPP                                                                7.9
Exchange Act                                                        1.1
Exchange Fund                                                       3.2
Fairness Opinion                                                    4.22


                                      iii

<PAGE>

                             TABLE OF DEFINED TERMS

Defined Term                                                        Section
------------                                                        -------
Financial Advisor                                                   4.22
GAAP                                                                4.4(b)
GBCC                                                                Introduction
Governmental Entity                                                 3.2(e)
Hazardous Substance                                                 4.12
HSR Act                                                             4.3
HSR Condition                                                       Annex I
Independent Directors                                               1.3
Insurance Policies                                                  4.17
Intellectual Property                                               4.9
Letter of Transmittal                                               1.1
Liens                                                               4.19
Material Adverse Effect                                             4.1
Material Customer                                                   4.21
Merger                                                              Introduction
Merger Consideration                                                3.1
Merger Sub                                                          Introduction
Merger Sub Designees                                                1.3
Minimum Condition                                                   1.1(a)
Offer                                                               Introduction
Offer Consideration                                                 1.1
Offer to Purchase                                                   1.1
Offer Documents                                                     1.1
Omnicom Credit Agreement                                            4.3(d)
Ordinary Course of Business                                         4.5
Outside Date                                                        9.1
Parent                                                              Introduction
Paying Agent                                                        3.2
Preferred Stock                                                     4.2
Proxy Statement                                                     7.4
Release                                                             4.12(b)(iii)
Representatives                                                     7.1
Rights                                                              Introduction
Rights Agreement                                                    Introduction
Rights Agreement Amendment                                          4.23
Schedule TO                                                         1.1
Schedule 14D-9                                                      1.2
SEC                                                                 1.1

                                     - iv -

<PAGE>

                             TABLE OF DEFINED TERMS

Defined Term                                                        Section
------------                                                        -------
Securities Act                                                      1.3(a)
Shares                                                              Introduction
Software                                                            4.9(g)
Specified Time                                                      7.1
Stockholder Agreements                                              Introduction
Subsidiary                                                          4.1
Superior Proposal                                                   7.1
Surviving Corporation                                               2.1
Taxes                                                               4.7
Tax Returns                                                         4.7
Third Party Intellectual Property                                   4.9(b)






                                      - v -

<PAGE>


                          AGREEMENT AND PLAN OF MERGER

         THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of
August 24, 2001, is by and among Career Holdings, Inc., a Delaware corporation
(the "Parent"), CB Merger Sub, Inc., a Georgia corporation and a wholly owned
subsidiary of the Parent (the "Merger Sub"), and HeadHunter.NET, Inc., a Georgia
corporation (the "Company").

         WHEREAS, the respective Boards of Directors of the Parent, the Merger
Sub and the Company have determined that it would be advisable and in the best
interests of their respective stockholders for the Parent to acquire the Company
upon the terms and subject to the conditions set forth in this Agreement;

         WHEREAS, in furtherance of such acquisition, the Merger Sub will make a
cash tender offer (as it may be amended from time to time as permitted under
this Agreement, the "Offer") to purchase all of the issued and outstanding
shares of common stock, $0.01 par value per share (the "Company Common Stock"),
of the Company, including the associated junior participating preferred stock
purchase right (the "Rights" and, together with the Company Common Stock, the
"Shares") issued pursuant to a Shareholder Protection Rights Agreement, dated as
of April 15, 2000, between the Company and American Stock Transfer and Trust
Company, as amended by Amendment No. 1 to the Shareholder Protection Rights
Agreement, dated as of February 27, 2001 (the "Rights Agreement"), at a price of
$9.25 per Share, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in this Agreement;

         WHEREAS, to effectuate such acquisition, following consummation of the
Offer, the Merger Sub will be merged with and into the Company, with the Company
continuing as the surviving corporation in such merger (the "Merger");

         WHEREAS, in connection with such acquisition, the Parent and the Merger
Sub have entered into certain Stockholder Agreements, dated as of the date
hereof (collectively, the "Stockholder Agreements") with certain of the
stockholders of the Company; and

         WHEREAS, the Board of Directors of the Company has (i) determined that
the Offer and the Merger are fair to, and in the best interest of, the Company
and its stockholders; (ii) approved this Agreement and the Stockholder
Agreements and the transactions contemplated hereby and thereby, including the
Offer and the Merger, in accordance with the Business Corporation Code of the
State of Georgia (the "GBCC") and (iii) resolved to recommend that the holders
of the Shares accept the Offer and approve this Agreement;

         NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein, the
Parent, the Merger Sub and the Company agree as follows:

<PAGE>

                                   ARTICLE I

                              THE CASH TENDER OFFER
                              ---------------------

1.1      The Offer.
         ---------

         (a) Commencement of the Offer; Acceptance of Shares. Subject to the
             -----------------------------------------------
terms and conditions of this Agreement, as soon as practicable after the date of
this Agreement, the Merger Sub shall commence (within the meaning of Rule 14d-2
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
within seven business days of the public announcement of this Agreement by the
Parties, the Offer to purchase any and all outstanding Shares at a price of
$9.25 per Share, net to the seller in cash, without interest thereon (the "Offer
Consideration"). On the terms and subject to the prior satisfaction or waiver of
the conditions of the Offer and this Agreement, the Merger Sub shall accept for
payment all Shares validly tendered and not properly withdrawn pursuant to the
Offer as soon as legally permitted to do so under applicable law and shall pay
for all such Shares promptly after acceptance. The obligation of the Parent and
the Merger Sub to commence the Offer and to accept for payment and pay for
Shares validly tendered in the Offer and not properly withdrawn shall be subject
to the condition that there shall be validly tendered and not withdrawn
immediately prior to the expiration of the Offer such number of Shares that
would constitute at least a majority of the Shares that in the aggregate are
outstanding determined on a fully diluted basis (after giving maximum effect to
the exercise of all options, warrants and other rights to purchase, and the
conversion or exchange of all securities convertible or exchangeable into,
Shares outstanding at the expiration date of the Offer, whether or not vested,
exercised or converted at the time of determination) (the "Minimum Condition")
and to the conditions set forth in Annex I to this Agreement. Subject to the
terms and conditions of the Offer and this Agreement, the Merger Sub shall, and
the Parent shall cause the Merger Sub to, accept for payment, and pay for, all
Shares validly tendered and not withdrawn pursuant to the Offer that the Merger
Sub becomes obligated to accept for payment, as soon as legally permitted to do
so under applicable law, after the expiration of the Offer, and in any event in
compliance with the obligations respecting prompt payment pursuant to Rule
14e-1(c) under the Exchange Act.

         (b) Expiration Date; Extensions and Amendments; Subsequent Offering
             ---------------------------------------------------------------
Period. The initial expiration date of the Offer shall be the 20th business day
------
after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3)
and 14d-2 under the Exchange Act). The Merger Sub expressly reserves the right,
subject to compliance with the Exchange Act, to waive, amend or modify any term
or condition of the Offer in its sole discretion; provided, however, that,
without the prior consent of the Company, the Merger Sub shall not:

                  (i) change the form of consideration payable in the Offer,
         decrease the Offer Consideration or decrease the number of Shares
         sought pursuant to the Offer;


                                      - 2 -

<PAGE>


                  (ii) extend the expiration date of the Offer except (A) as
         required by applicable law (including for any period required by any
         rule, regulation, interpretation or position of the Securities and
         Exchange Commission (the "SEC") or the staff thereof), (B) that if,
         immediately prior to the scheduled expiration date of the Offer (as it
         may be extended), any condition to the Offer has not been satisfied or
         waived, the Merger Sub may, in its sole discretion, extend the
         expiration date of the Offer for one or more periods (not in excess of
         10 business days each), (C) that if, immediately prior to the scheduled
         expiration date of the Offer (as it may be extended), the Shares
         validly tendered and not properly withdrawn pursuant to the Offer
         constitute at least the Minimum Condition but less than 90% of the
         outstanding Shares, the Merger Sub may, in its sole discretion, extend
         the Offer for one or more periods not to exceed an aggregate of five
         business days, notwithstanding that all conditions to the Offer are
         satisfied as of such expiration date of the Offer, (D) in connection
         with an increase in the consideration to be paid pursuant to the Offer
         so as to comply with applicable rules and regulations of the SEC, or
         (E) in the Merger Sub's sole discretion, for any other reason for one
         or more periods not to exceed an aggregate of five business days;

                  (iii) amend or waive the Minimum Condition;

                  (iv)  amend any material term of the Offer in any manner
         adverse to holders of Shares; or

                  (v)   impose any condition to the Offer not set forth in Annex
         I. The Merger Sub may, without the consent of the Company, elect to
         provide a subsequent offering period for the Offer in accordance with
         Rule 14d-11 of the Exchange Act following its acceptance for payment of
         Shares in the Offer.

         Notwithstanding the foregoing, subject to the provisions of Section
9.1(b)(i)(y), if on the initial expiration date of the Offer or any subsequent
expiration date (related to an extension of the Offer), (x) the HSR Condition
(as defined in Annex I) has not been satisfied or (y) any of the events set
forth in clauses (ii)(A) or (B) of Annex I shall have occurred and be continuing
and the Company shall be contesting such event to the extent required by Section
7.2 (and the condition in Annex I with respect to the applicable clause shall
not have been waived by the Merger Sub) then, in each such case, the Merger Sub
shall extend the Offer from time to time, provided that in no event shall the
Merger Sub be required to extend the Offer to a date which is more than 75 days
after the execution of this Agreement.

         (c) Schedule TO and Offer Documents. On the date of commencement of the
             -------------------------------
Offer, the Parent and the Merger Sub shall file with the SEC a Tender Offer
Statement on Schedule TO (together with all amendments and supplements thereto,
the "Schedule TO") with respect to the Offer. The Schedule TO shall contain an
offer to purchase (the "Offer to Purchase"), a form of the related letter of
transmittal (the "Letter of Transmittal"), and ancillary

                                      - 3 -

<PAGE>

documents and instruments pursuant to which the Offer will be made
(collectively, together with any supplements or amendments thereto, the "Offer
Documents"). The Parent and the Merger Sub agree that the Offer Documents shall
comply in all material respects with the requirements of applicable U.S. federal
securities laws and, on the date first filed with the SEC and on the date first
published, sent or given to the Company's stockholders, shall not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading, except
that no representation or warranty is made by the Parent or the Merger Sub with
respect to information supplied by the Company or any of its stockholders in
writing for inclusion or incorporation by reference in the Offer Documents. The
Parent and the Merger Sub shall take all steps necessary to cause the Offer
Documents to be disseminated to holders of Shares, as and to the extent required
by applicable U.S. federal securities laws. The Parent, the Merger Sub and the
Company each shall promptly correct any information provided by it for use in
the Schedule TO or the Offer Documents if and to the extent that such
information shall have become false or misleading in any material respect, and
the Parent and the Merger Sub shall take all steps necessary to amend or
supplement the Schedule TO and, as applicable, the Offer Documents and to cause
the Schedule TO as so amended and supplemented to be filed with the SEC and the
Offer Documents as so amended and supplemented to be disseminated to holders of
Shares, in each case as and to the extent required by applicable U.S. federal
securities laws. The Company and its counsel shall be given reasonable
opportunity to review and comment upon the Offer Documents and any amendments
thereto prior to the filing thereof with the SEC or dissemination to the
stockholders of the Company. The Parent and the Merger Sub shall provide the
Company and its counsel with a copy of any written comments or telephonic
notification of any oral comments the Parent, the Merger Sub or their counsel
may receive from the SEC or its staff with respect to the Offer promptly after
the receipt thereof, shall consult with the Company and its counsel prior to
responding to any such comments, and shall provide the Company and its counsel
with a copy of any written responses thereto and telephonic notification of any
oral responses thereto of the Parent or the Merger Sub or their counsel.

         (d) Provisions of Funds by the Parent. The Parent shall provide or
             ---------------------------------
cause to be provided to the Merger Sub on a timely basis the funds necessary to
purchase any and all Shares that the Merger Sub becomes obligated to purchase
pursuant to the Offer.

         (e) Tax Withholding. The Merger Sub shall be entitled to deduct and
             ---------------
withhold from the consideration otherwise payable pursuant to the Offer such
amounts as the Merger Sub reasonably determines that it is required to deduct
and withhold with respect to the making of such payment under the Internal
Revenue Code of 1986, as amended (the "Code"), or under any other applicable
law.

1.2      Company Actions.
         ---------------

         (a) The Company hereby approves of and consents to the Offer and the
Merger and represents and warrants that the Board of Directors of the Company
(the "Company Board"), at a meeting duly called and held, has, by unanimous vote
of all members of the

                                      - 4 -

<PAGE>

Company Board (i) determined that each of the transactions contemplated by this
Agreement, including the Offer and the Merger, and the Stockholder Agreements
are fair to, and in the best interests of, the Company and its stockholders,
(ii) duly adopted and approved this Agreement, the Stockholder Agreements, and
the transactions contemplated hereby and thereby, including the Offer and the
Merger, which adoption and approval are sufficient to (X) satisfy the
requirements of Section 14-2-1111 of the GBCC and (Y) render the restrictions
under Section 14-2-1132 of the GBCC on "business combinations" (as defined in
Section 14-2-1131 of the GBCC) with an "interested shareholder" (as defined
under Section 14-2-1110 of the GBCC), inapplicable to this Agreement, the
Stockholder Agreements and the transactions contemplated hereby and thereby,
including the Offer and the Merger and (iii) after consideration of its
fiduciary duties under applicable laws, resolved to recommend acceptance of the
Offer and adoption and approval of the Merger by the holders of the Shares. The
Company Board has approved an amendment to the Rights Agreement so as to provide
that (i) neither the Parent nor the Merger Sub will become an "Acquiring Person"
and (ii) no "Stock Acquisition Date" or "Flip-In Date" (as such terms are
defined in the Company Rights Plan) will occur in each case, as a result of the
approval, execution and delivery of this Agreement and the Stockholder
Agreements and the consummation of the transactions contemplated by this
Agreement, including the Offer and the Merger in each case in accordance with
their terms.

         (b) Schedule 14D-9. As soon as practicable after the commencement of
             --------------
the Offer, the Company shall file with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the Offer (together with all
amendments and supplements thereto, the "Schedule 14D-9") and disseminate the
Schedule 14D-9, to the extent required by Rule 14d-9 promulgated under the
Exchange Act and any other applicable laws, to the stockholders of the Company.
Subject to Section 7.1, the Offer Documents and the Schedule 14D-9 shall contain
the recommendation of the Company Board in favor of the Offer and the approval
of this Agreement and the transactions contemplated hereby, including the
Merger, and the Company hereby consents to the inclusion in the Offer Documents
of such recommendation. The Company agrees that the Schedule 14D-9 shall comply
in all material respects with the requirements of applicable U.S. federal
securities laws and on the date first filed with the SEC and, on the date first
published, sent or given to the Company's stockholders, shall not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading, except
that no representation or warranty is made by the Company with respect to
information supplied by the Parent or the Merger Sub in writing for inclusion or
incorporation by reference in the Schedule 14D-9. The Company, the Parent and
the Merger Sub each shall promptly correct any information provided by it for
use in the Schedule 14D-9 if and to the extent that such information shall have
become false or misleading in any material respect, and the Company shall take
all steps necessary to amend or supplement the Schedule 14D-9 and to cause the
Schedule 14D-9 as so amended or supplemented to be filed with the SEC and
disseminated to the Company's stockholders, in each case as and to the extent
required by applicable U.S. federal securities laws. The Parent and its counsel
shall be given reasonable opportunity to review and comment upon the Schedule
14D-9 and any amendments thereto prior to the filing thereof with the SEC or
dissemination to stockholders of the Company.

                                      - 5 -

<PAGE>

The Company shall provide the Parent and its counsel with a copy of any written
comments or telephonic notification of any oral comments the Company or its
counsel may receive from the SEC or its staff with respect to the Offer promptly
after the receipt thereof, shall consult with the Parent and its counsel prior
to responding to any such comments, and shall provide the Parent and its counsel
with a copy of any written responses thereto and telephonic notification of any
oral responses thereto of the Company or its counsel.

         (c) Provision of Information for Offer Documents. The Company shall
             --------------------------------------------
promptly supply to the Parent and the Merger Sub in writing, for inclusion in
the Offer Documents, all information concerning the Company required under
applicable U.S. federal securities laws to be included in the Offer Documents or
that may be reasonably requested by the Parent and the Merger Sub in connection
with the preparation of the Offer Documents.

         (d) Intention to Tender of Directors and Officers. The Company
             ---------------------------------------------
represents that each member of the Company Board and each executive officer of
the Company has advised the Company that his or her current intention is to
tender all Shares, if any, beneficially owned by him or her pursuant to the
Offer.

         (e) Stockholder Lists. The Company shall promptly furnish (or cause its
             -----------------
transfer agent or agents to furnish) to the Merger Sub or its designated agent
mailing labels containing the names and addresses of (i) the record holders of
the Shares as of a recent date, (ii) those persons becoming record holders
subsequent to such date and updated on a daily basis, (iii) to the extent known,
a list of the beneficial owners of the Shares as of a recent date, and (iv) to
the extent known, those persons becoming beneficial owners of the Shares
subsequent to such date and updated on a daily basis, together with copies of
all security position listings and all other computer files and other
information in the Company's possession or control regarding the record holders
and beneficial owners of the Shares, and shall furnish to the Merger Sub such
information and assistance (including updated lists and information) as it may
request for the purpose of communicating the Offer to the Company's
stockholders. From and after the date of this Agreement, all such information
concerning the Company's record and, to the extent known, beneficial holders
shall be made available to the Merger Sub. Subject to the requirements of
applicable laws and except for such steps as are necessary to disseminate the
Offer Documents and any other documents necessary to consummate the Offer, the
Merger and the other transactions contemplated by this Agreement, the Parent and
the Merger Sub shall, until consummation of the Offer, hold in confidence the
information contained in any of such labels and lists, shall use such
information only in connection with the Offer, the Merger and the other
transactions contemplated by this Agreement and, if this Agreement shall be
terminated in accordance with Section 9.1 of this Agreement, shall, upon
request, deliver to the Company all copies of such information then in their
possession or under their control.

1.3      Directors.
         ---------

         (a) Promptly after the acceptance for payment of, and payment by the
Merger Sub for, any Shares tendered pursuant to the Offer, and from time to time
thereafter as Shares are

                                      - 6 -

<PAGE>

accepted for payment and paid for by the Merger Sub, the Merger Sub shall be
entitled to designate such number of members of the Company Board (the "Merger
Sub Designees"), rounded up to the nearest whole number, as will give the Merger
Sub representation on the Company Board equal to the product of the total number
of members of the Company Board (after giving effect to the directors elected
pursuant to this sentence) multiplied by the percentage that the number of
Shares beneficially owned by the Parent or the Merger Sub at such time
(including Shares so accepted for payment) bears to the total number of Shares
then outstanding; provided that in no event shall the Merger Sub Designees
constitute less than a majority of the Company Board. In furtherance thereof,
the Company shall, upon the request of, and as specified by, the Merger Sub,
promptly (and in any event within one business day) either increase the size of
the Company Board or secure the resignations of such number of the Company's
incumbent directors, or both, as is necessary to enable the Merger Sub Designees
to be so elected or appointed to the Company Board and the Company shall take
all actions available to the Company to cause the Merger Sub Designees to be so
elected or appointed. At such time, the Company shall, if requested by the
Merger Sub, also take all action necessary to cause persons designated by the
Merger Sub to constitute at least the same percentage (rounded up to the next
whole number) as is on the Company Board of (i) each committee of the Company
Board, (ii) each board of directors (or similar body) of each subsidiary of the
Company and (iii) each committee (or similar body) of each such board, in each
case only to the extent permitted by applicable law or the rules of any stock
exchange or trading market on which the Company Common Stock is listed and
traded. The provisions of this Section 1.3 are in addition to and shall not
limit any rights which the Merger Sub, the Parent or any of their affiliates (as
such term is defined in Rule 405 promulgated under the Securities Act of 1933,
as amended (the "Securities Act")) ("Affiliates") may have as a holder or
beneficial owner of Shares as a matter of applicable law with respect to the
election of directors or otherwise.

         (b) Compliance with Section 14(f) and Rule 14f-1. The Company shall
             --------------------------------------------
take all actions required in order to fulfill its obligations under Section
1.3(a), including mailing to its stockholders the information required by
Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder as part
of the Schedule 14D-9. The Parent and the Merger Sub shall supply to the Company
in writing any information with respect to the Parent and the Merger Sub and the
Merger Sub Designees to the extent required by such Section 14(f) and Rule
14f-1.

         (c) Independent Directors. Notwithstanding the provisions of this
             ---------------------
Section 1.3, the parties hereto shall use their respective reasonable best
efforts to ensure that at least two of the members of the Company Board shall,
at all times prior to the Effective Time (as defined in Section 2.3), be
directors of the Company who were directors of the Company on the date hereof
(the "Independent Directors"), provided that, if there shall be in office less
than two Independent Directors for any reason, the Company Board shall cause the
person designated by the remaining Independent Director to fill such vacancy who
shall be deemed to be an Independent Director for all purposes of this
Agreement, or if no Independent Directors then remain, the other directors of
the Company then in office shall designate two persons to fill such vacancies
who will not be directors, officers, employees or Affiliates of the Parent or
the Merger Sub and such persons shall be deemed to be Independent Directors for
all purposes of this Agreement. From and after




                                      - 7 -

<PAGE>

the time, if any, that the Merger Sub Designees constitute a majority of the
Company Board and prior to the Effective Time, subject to the terms hereof, any
amendment or modification of this Agreement, any termination of this Agreement
by the Company, any extension of time for performance of any of the obligations
of the Parent or the Merger Sub hereunder, any waiver of any condition to the
Company's obligations hereunder or any of the Company's rights hereunder may be
effected only if (in addition to the approval of the Board of Directors as a
whole) there are in office one or more Independent Directors and such action is
approved by at least one of the Independent Directors then in office.

                                   ARTICLE II

                                   THE MERGER
                                   ----------

         2.1 The Merger. Upon the terms and subject to the conditions set forth
             ----------
in this Agreement, and in accordance with the GBCC, the Merger Sub shall be
merged with and into the Company at the Effective Time (as defined in Section
2.3). At the Effective Time, the separate corporate existence of the Merger Sub
shall cease and the Company shall continue as the surviving corporation (the
"Surviving Corporation") and shall succeed to and assume all the rights and
obligations of the Merger Sub in accordance with the GBCC.

         2.2 Closing. Upon the terms and subject to the conditions set forth in
             -------
this Agreement, the closing of the merger (the "Closing") shall take place at
11:00 a.m., Eastern time, on the second business day after the satisfaction or
(to the extent permitted by applicable law) waiver of the conditions set forth
in Article VIII (other than those that by their terms cannot be satisfied until
the time of the Closing but subject to the fulfillment or waiver of such
conditions), at the offices of Hale and Dorr LLP, 11951 Freedom Drive, Suite
1400, Reston, Virginia, or at such other time, date or place agreed to in
writing by the Parent and the Company. The date on which the Closing occurs is
referred to in this Agreement as the "Closing Date".

         2.3 Effective Time. Upon the terms and subject to the conditions set
             --------------
forth in this Agreement, as soon as practicable on or after the Closing Date, a
certificate of merger or other appropriate documents (in any such case, the
"Certificate of Merger") shall be duly prepared, executed and acknowledged by
the parties in accordance with the relevant provisions of the GBCC and filed
with the Secretary of State of the State of Georgia. The Merger shall become
effective upon the filing of the Certificate of Merger with the Secretary of
State of the State of Georgia or at such subsequent time or date as the Parent
and the Company shall agree and specify in the Certificate of Merger. The time
at which the Merger becomes effective is referred to in this Agreement as the
"Effective Time".

         2.4 Effects of the Merger. The Merger shall have the effects set forth
             ---------------------
in the GBCC.

         2.5 Articles of Incorporation and By-Laws. At the Effective Time, the
             -------------------------------------
Articles of Incorporation of the Company, as amended, shall be amended and
restated in its entirety to read as set forth on Exhibit E hereto, and as so
                                                 ---------
amended and restated shall be the articles of




                                      - 8 -

<PAGE>


incorporation of the Surviving Corporation, until thereafter amended as provided
therein and by applicable law, and the by-laws of the Merger Sub in effect
immediately prior to the Effective Time shall be the by-laws of the Surviving
Corporation, until thereafter amended as provided therein and by applicable law.

         2.6 Directors and Officers. The directors of the Merger Sub immediately
             ----------------------
prior to the Effective Time will be the initial directors of the Surviving
Corporation, and the officers of the Merger Sub immediately prior to the
Effective Time will be the initial officers of the Surviving Corporation, in
each case until their successors are elected and qualified. Prior to the
Effective Time, the Company shall cause each member of the Company Board, other
than the Merger Sub Designees, to execute and deliver a letter effectuating his
or her resignation as a director of the Company effective upon the Effective
Time.

                                  ARTICLE III

                     CONVERSION OF SECURITIES IN THE MERGER
                     --------------------------------------

     3.1 Effect of Merger on Capital Stock.
         ---------------------------------

         (a) Conversion of Securities. At the Effective Time, by virtue of the
             ------------------------
Merger and without any action on the part of the Merger Sub, the Company, the
Surviving Corporation or the holder of any of the following securities:

               (i)   each share of Company Common Stock issued and outstanding
          immediately prior to the Effective Time (other than shares of Company
          Common Stock to be cancelled pursuant to clause (ii) below and any
          Dissenting Shares (as defined in Section 3.1(b)) shall be
          automatically cancelled and extinguished and be converted into and
          become the right to receive from the Surviving Corporation $9.25 in
          cash per share (or any such higher price per Share as may be paid in
          the Offer) without any interest thereon (the "Merger Consideration");

               (ii)  each share of Company Common Stock issued and outstanding
          immediately prior to the Effective Time that is owned by the Parent,
          the Merger Sub or the Company or any direct or indirect subsidiary of
          the Company, including all shares of Company Common Stock held by the
          Company as treasury stock, shall automatically be cancelled and
          retired, and no payment shall be made with respect thereto; and

               (iii) each share of the Merger Sub's capital stock issued and
          outstanding immediately prior to the Effective Time shall be converted
          into and become one validly issued, fully paid and nonassessable share
          of the same class of capital stock of the Surviving Corporation.

         (b) Dissenting Shares. Notwithstanding anything in this Agreement to
             -----------------
the contrary, shares (the "Dissenting Shares") of the Company Common Stock that
are issued and


                                      - 9 -

<PAGE>

outstanding immediately prior to the Effective Time and that are held by any
holder who is entitled to demand and who properly demands appraisal of such
shares pursuant to, and who complies in all respects with, the provisions of
Article 13 of the GBCC ("Article 13") shall not be converted into the right to
receive the Merger Consideration as provided in Section 3.1(a)(i), but instead
such holder shall be entitled to payment of the appraised value of such
Dissenting Shares in accordance with the provisions of Article 13.
Notwithstanding the foregoing, if any such holder shall fail to perfect or
otherwise shall waive, withdraw or lose the right to appraisal under Article 13
or a court of competent jurisdiction shall determine that such holder is not
entitled to the relief provided by Article 13, then the right of such holder to
be paid the appraised value of such holder's Dissenting Shares under Article 13
shall cease and such Dissenting Shares shall be deemed to have been converted at
the Effective Time into, and shall have become, the right to receive the Merger
Consideration as provided in Section 3.1(a)(i). The Company shall give the
Parent and the Merger Sub prompt notice of any demands for payment, or notices
of intent to demand payment, received by the Company with respect to shares of
Company Common Stock, and the Parent and the Merger Sub shall have the right to
participate in and direct all negotiations and proceedings with respect to such
demands. Prior to the Effective Time, the Company shall not, except with the
prior written consent of the Parent and the Merger Sub, make any payment with
respect to, or settle, or offer to settle, any such demands, or agree to do any
of the foregoing.

         (c) Treatment of Company Stock Options and Company Warrants. The
             -------------------------------------------------------
Company Stock Options (as defined in Section 4.2(b)) and Company Warrants (as
defined in Section 4.2(b)) shall be treated in the manner set forth in Section
7.8.

     3.2 Exchange of Certificates.
         ------------------------

         (a) Paying Agent. Prior to the Effective Time, the Parent shall select
             ------------
a bank or trust company (or such other person as shall be reasonably acceptable
to the Company) to act as agent (the "Paying Agent") for the payment after the
Effective Time of the Merger Consideration upon surrender of stock certificates
that immediately prior to the Effective Time represented outstanding Shares
which Shares were converted into the right to receive Merger Consideration
pursuant to Section 3.1(a)(i) (each, a "Certificate"). From time to time after
the Effective Time, the Parent shall provide, or cause the Surviving Corporation
to provide, to the Paying Agent, on a timely basis as and when needed, cash
necessary for payment of the Merger Consideration pursuant to Section 3.1(a)(i)
upon surrender of Certificates (such cash being hereinafter referred to as the
"Exchange Fund").

         (b) Exchange Procedure. As soon as reasonably practicable after the
             ------------------
Effective Time, but in any event, not later than the fifth business day
following the Effective Time the Paying Agent shall mail to each holder of
record of a Certificate (i) a Letter of Transmittal (which shall specify that
delivery shall be effected, and risk of loss and title to the Certificate shall
pass, only upon delivery of the Certificate to the Paying Agent and shall be in
such form and have such other provisions as the Parent may reasonably specify)
and (ii) instructions for use in effecting the surrender of the Certificate in
exchange for the Merger

                                     - 10 -

<PAGE>

Consideration. Upon surrender of a Certificate for cancellation to the Paying
Agent or to such other agent or agents as may be appointed by the Parent,
together with such Letter of Transmittal, duly completed and properly executed,
and such other documents as may reasonably be required by the Paying Agent, the
holder of such Certificate shall be entitled to receive in exchange therefor the
amount of cash into which the shares of Company Common Stock formerly
represented by such Certificate shall have been converted pursuant to Section
3.1(a)(i) into the right to receive, and the Certificate so surrendered shall
forthwith be canceled. In the event of a transfer of ownership of Company Common
Stock that is not registered in the stock transfer records of the Company,
payment may be made to a person other than the person in whose name the
Certificate so surrendered is registered if such Certificate shall be properly
endorsed or otherwise be in proper form for transfer and the person requesting
such payment shall pay any transfer or other taxes required by reason of the
payment to a person other than the registered holder of such Certificate or
establish to the satisfaction of the Parent that such tax has been paid or is
not applicable. Until surrendered as contemplated by this Section 3.2, each
Certificate shall be deemed at any time after the Effective Time to represent
only the right to receive upon such surrender the amount of cash, without
interest, into which the shares of Company Common Stock formerly represented by
such Certificate have been converted pursuant to Section 3.1. No interest shall
be paid or shall accrue on the cash payable upon surrender of any Certificate.

         (c) No Further Ownership Rights in Company Capital Stock. The Merger
             ----------------------------------------------------
Consideration paid upon the surrender of a Certificate in accordance with the
terms of this Article III shall be deemed to have been paid in full satisfaction
of all rights pertaining to the shares of Company Common Stock formerly
represented by such Certificate. Upon the Effective Time, the stock transfer
books of the Company shall be closed, and there shall be no further registration
of transfers on the stock transfer books of the Surviving Corporation of shares
of Company Common Stock that were outstanding immediately prior to the Effective
Time. If, after the Effective Time, any Certificates are presented to the
Surviving Corporation or the Paying Agent for any reason, they shall be canceled
and exchanged as provided in this Article III.

         (d) Termination of Exchange Fund. Any portion of the Exchange Fund that
             ----------------------------
remains undistributed to the holders of Certificates for twelve months after the
Effective Time shall be delivered by the Paying Agent to the Parent, upon
demand, and any holder of a Certificate who has not theretofore complied with
this Article III shall thereafter look only to the Parent for payment of the
Merger Consideration, but shall have no greater rights against the Parent than
may be accorded to general unsecured creditors of the Parent under applicable
law.

         (e) No Liability. None of the Parent, its Affiliates, the Merger Sub,
             ------------
the Company, the Surviving Corporation or the Paying Agent shall be liable to
any person in respect of any cash from the Exchange Fund delivered to a public
official pursuant to any applicable abandoned property, escheat or similar law.
If any Certificate has not been surrendered prior to five years after the
Effective Time (or immediately prior to such earlier date on which the Merger
Consideration in respect of such Certificate would otherwise escheat to or
become the

                                     - 11 -

<PAGE>

property of any court, arbitrational tribunal, administrative agency or
commission or other governmental or regulatory authority, agency or
instrumentality (a "Governmental Entity"), any such cash in respect of such
Certificate shall, to the extent permitted by applicable law, become the
property of the Surviving Corporation, free and clear of all claims or interest
of any person previously entitled thereto.

         (f) Investment of Exchange Fund. The Paying Agent shall invest any cash
             ---------------------------
included in the Exchange Fund as directed by the Parent. Any interest and other
income resulting from such investments shall be paid to the Parent.

         (g) Lost Certificates. If any Certificate shall have been lost, stolen
             -----------------
or destroyed, the Paying Agent shall pay to such holder the Merger Consideration
required pursuant to Section 3.1(a)(i), in exchange for such lost, stolen or
destroyed Certificate, upon the making of an affidavit of that fact by the
holder thereof with such assurances as the Parent, in its discretion and as a
condition precedent to the payment of the Merger Consideration, may require of
the holder of such lost, stolen or destroyed Certificate.

         (h) Withholding Rights. The Parent, the Surviving Corporation and the
             ------------------
Paying Agent shall be entitled to deduct and withhold from the Merger
Consideration otherwise payable pursuant to this Agreement such amounts as it
reasonably determines that it is required to deduct and withhold with respect to
the making of such payment under the Code or any other applicable law. To the
extent that amounts are so withheld and paid over to the appropriate taxing
authority by the Parent, the Surviving Corporation or the Paying Agent, such
withheld amounts shall be treated for all purposes of this Agreement as having
been paid to the holder of the shares of Company Common Stock in respect of
which such deduction and withholding was made by the Parent, the Surviving
Corporation or the Paying Agent.

                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                  ---------------------------------------------

The Company represents and warrants to the Parent and the Merger Sub as follows,
taking into account the information included in the disclosure schedule attached
hereto (the "Company Disclosure Schedule"). The Company Disclosure Schedule
shall be arranged in paragraphs corresponding to the numbered and lettered
paragraphs contained in this Article IV and the disclosure in any paragraph
shall qualify only such specifically enumerated paragraph.

     4.1 Organization, Standing and Power; Subsidiaries.
         ----------------------------------------------

         (a) Organization, Standing and Power. Each of the Company and its
             --------------------------------
Subsidiaries (as defined in Section 4.1(b)) is a corporation or limited
liability company duly organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation or formation, has all
requisite corporate power and authority to own, lease and operate its properties
and assets and to carry on its business as now being conducted and as

                                     - 12 -

<PAGE>

proposed to be conducted, and is duly qualified to do business and is in good
standing as a foreign entity in each jurisdiction where the character of its
properties owned, operated or leased or the nature of its activities makes such
qualification necessary, except for such failures to be so organized, qualified
or in good standing, individually or in the aggregate, which have not had, and
are reasonably likely to have a Material Adverse Effect. For purposes of this
Agreement, the term "Material Adverse Effect" means any change, event,
circumstance, development or effect that is or is reasonably likely to have a
materially adverse effect on (i) the business, assets, liabilities, condition
(financial or other), or results of operations of the Company and its
Subsidiaries, taken as a whole or (ii) the ability of the Company to consummate
the transactions contemplated by this Agreement; provided, however, that in no
event shall any of the following be taken into account (alone or in combination
with any other event identified in this proviso) in determining whether there
has been such a Material Adverse Effect: (i) any change, event, circumstance,
development or effect that results from or arises out of the public announcement
or pendency of the Offer, the Merger or of the other transactions contemplated
by this Agreement; (ii) any change, event, circumstance, development or effect
attributable to conditions generally affecting the industry as a whole in which
the Company participates; (iii) changes in United States generally accepted
accounting principles ("GAAP") for companies operating in the industry in which
the Company participates; or (iv) actions or omissions of the Company taken with
the prior written consent of the Parent or the Merger Sub.

         (b) Subsidiaries. Section 4.1(b) of the Company Disclosure Schedule
             ------------
sets forth a complete and accurate list of all of the Company's Subsidiaries as
of the date hereof and the Company's direct or indirect equity interest therein.
Except as so listed, neither the Company nor any of its Subsidiaries directly or
indirectly owns any equity, membership, partnership or similar interest in, or
any interest convertible into or exchangeable or exercisable for any equity,
membership, partnership or similar interest in, any corporation, partnership,
joint venture, limited liability company or other business association or
entity, whether incorporated or unincorporated except for publicly traded
securities of unaffiliated entities where the Company's beneficial ownership
constitutes less than five percent of such entity's outstanding capital stock.
Neither the Company nor any of its Subsidiaries has at any time been a general
partner or managing member of any general partnership, limited partnership,
limited liability company or other entity, except for Headhunters L.L.C. As used
in this Agreement, the word "Subsidiary" means, with respect to a party, any
corporation, partnership, joint venture, limited liability company or other
business association or entity, whether incorporated or unincorporated, of which
(i) such party or any other Subsidiary of such party is a general partner or a
managing member (excluding partnerships, the general partnership interests of
which held by such party and/or one or more of its Subsidiaries do not have a
majority of the voting interest in such partnership), (ii) such party and/or one
or more of its Subsidiaries holds voting power to elect a majority of the board
of directors or other governing body performing similar functions, or (iii) such
party and/or one or more of its Subsidiaries, directly or indirectly, owns or
controls more than 50% of the equity, membership, partnership or similar
interests.

         (c) Organizational Documents. The Company has delivered to the Parent
             ------------------------
complete and accurate copies of the Articles of Incorporation and By-laws of the
Company, each


                                     - 13 -

<PAGE>

as amended, and the charter, by-laws or other organizational documents of each
Subsidiary of the Company as in effect as of the date hereof.

     4.2 Capitalization.
         --------------

         (a) Authorized and Outstanding Capitalization. The authorized capital
             -----------------------------------------
stock of the Company consists of 45,500,000 shares of Company Common Stock and
12,500,000 shares of preferred stock, $.01 par value per share ("Preferred
Stock"). As of August 24, 2001, (i) 20,406,872 shares of Company Common Stock
were issued and outstanding, (ii) no shares of Company Common Stock were held in
the treasury of the Company or by Subsidiaries of the Company, and (iii) no
shares of the Preferred Stock were issued and outstanding. Section 4.2(a) of the
Company Disclosure Schedule lists all issued and outstanding shares of Company
Common Stock that are subject to a repurchase or redemption right or right of
first refusal in favor of the Company and whether (and to what extent) such
rights will terminate as a result of the transactions contemplated by this
Agreement or by termination of employment or change in position following
consummation of the Offer and Merger.

         (b) Options and Other Shares Reserved for Issuance. Section 4.2(b)(i)
             ----------------------------------------------
of the Company Disclosure Schedule lists the number of shares of Company Common
Stock reserved for future issuance pursuant to stock options granted and
outstanding as of the date of this Agreement and the plans or other arrangements
under which such options were granted (collectively, the "Company Stock Plans")
and sets forth a complete and accurate list of all holders of outstanding
options to purchase shares of Company Common Stock (such outstanding options,
the "Company Stock Options") under the Company Stock Plans, indicating with
respect to each Company Stock Option, the number of shares of Company Common
Stock subject to such Company Stock Option, and the exercise price, date of
grant and expiration date of such Company Stock Options. Section 4.2(b)(ii) of
the Company Disclosure Schedule shows the number of shares of Company Common
Stock reserved for future issuance pursuant to warrants or other outstanding
rights to purchase shares of Company Common Stock outstanding as of the date of
this Agreement (other than Company Stock Options) (such outstanding warrants or
other rights, the "Company Warrants") and the agreement or other document under
which such Company Warrants were granted and sets forth a complete and accurate
list of all holders of Company Warrants indicating the number and type of shares
of Company Common Stock subject to each Company Warrant, and the exercise price,
date of grant and expiration date thereof. Except (x) as set forth in Section
4.2(a) and this Section 4.2(b), and (y) the Rights issued pursuant to the Rights
Agreement, (i) there are no equity securities of any class of the Company or any
of its Subsidiaries, or any security exchangeable into or exercisable for such
equity securities, issued, reserved for issuance (except pursuant to the
Company's Employee Stock Purchase Plan) or outstanding and (ii) there are no
options, warrants, securities, calls, rights, commitments, instruments or
agreements of any kind or character to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound obligating the Company or any of its Subsidiaries to issue, exchange,
transfer, deliver or sell, or cause to be issued, exchanged, transferred,
delivered or sold, additional shares of capital stock or other equity interests
of the Company or any of its Subsidiaries or any security or rights

                                     - 14 -

<PAGE>

convertible into or exchangeable or exercisable for any such shares or other
equity interests, or obligating the Company or any of its Subsidiaries to grant,
extend, accelerate the vesting of, otherwise modify or amend or enter into any
such option, warrant, equity security, call, right, commitment or agreement,
except as expressly contemplated by this Agreement. Neither the Company nor any
of its Subsidiaries has outstanding any stock appreciation rights, phantom
stock, performance based rights or similar rights or obligations. Other than (i)
the Stockholder Agreements, and (ii) the Amended and Restated Shareholders'
Agreement, dated as of February 27, 2001, by and among the Company, Omnicom
Group Inc., Bernard Hodes Group Inc., Omnicom Finance, Inc. and ITC Holding
Company, Inc., neither the Company nor any of its Subsidiaries is a party to or
is bound by any, and to the knowledge of the Company, there are no, agreements
or understandings with respect to the voting (including voting trusts and
proxies) or sale or transfer (including agreements imposing transfer
restrictions) of any shares of capital stock or other equity interests of the
Company or any of its Subsidiaries. Section 4.2(b)(iii) of the Company
Disclosure Schedule includes each registration rights agreement, rights
agreement, "poison pill" anti-takeover plan or other agreement or understanding
to which the Company or any of its Subsidiaries is a party or by which it or
they are bound with respect to any equity security of any class of the Company
or any of its Subsidiaries or with respect to any equity security, partnership
interest or similar ownership interest of any class of any of its Subsidiaries.
The Company has made available to the Parent accurate and complete copies of all
Company Stock Plans and all Company Warrants and has made available forms of all
stock option agreements evidencing Company Stock Options.

         (c) Status of Shares. All outstanding shares of Company Common Stock
             ----------------
are, and all shares of Company Common Stock subject to issuance as specified in
Section 4.2(b) above, upon issuance on the terms and conditions specified in the
instruments pursuant to which they are issuable, will be, duly authorized,
validly issued, fully paid and nonassessable and not subject to or issued in
violation of any purchase option, call option, right of first refusal,
preemptive right, subscription right or any similar right under any provision of
the GBCC, the Company's Articles of Incorporation or By-laws, each as amended,
or any agreement to which the Company is a party or is otherwise bound. Except
as set forth on Section 4.2(c) of the Company Disclosure Schedule, there are no
obligations, contingent or otherwise, of the Company or any of its Subsidiaries
to repurchase, redeem or otherwise acquire any shares of Company Common Stock or
the capital stock of the Company or any of its Subsidiaries or to provide funds
to or make any material investment (in the form of a loan, capital contribution
or otherwise) in the Company or any Subsidiary of the Company or any other
entity.

         (d) Capital Stock of Subsidiaries. All of the outstanding shares of
             -----------------------------
capital stock and other equity securities or interests of each of the Company's
Subsidiaries are duly authorized, validly issued, fully paid, nonassessable and
free of preemptive rights and all such shares are owned, of record and
beneficially, by the Company or another wholly-owned Subsidiary of the Company
free and clear of all Liens (as defined in Section 4.19), agreements,
limitations in the Company's voting rights, charges or other encumbrances of any
nature.

     4.3 Authority; No Conflict; Required Filings and Consents.
         -----------------------------------------------------


                                     - 15 -

<PAGE>

         (a) Power and Authority; Execution and Delivery. The Company has all
             -------------------------------------------
requisite corporate power and authority to enter into this Agreement and,
subject to the approval of this Agreement by the Company's stockholders under
the GBCC, to consummate the transactions contemplated by this Agreement. The
execution and delivery of this Agreement by the Company and the consummation by
the Company of the transactions contemplated by this Agreement have been duly
authorized by all necessary corporate action on the part of the Company, subject
only to the approval of this Agreement by the Company's stockholders under the
GBCC (if required under the GBCC). This Agreement has been duly executed and
delivered by the Company and assuming due and valid authorization, execution,
and delivery by the other parties to this Agreement, constitutes the valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms (except in all cases as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, receivership,
conservatorship, moratorium, or similar laws affecting the enforcement of
creditors' rights generally and except that the availability of the equitable
remedy of specific performance or injunctive relief is subject to the discretion
of the court before which any proceeding may be brought).

         (b) Absence of Conflicts. The execution and delivery of this Agreement
             --------------------
by the Company does not, and the consummation of the transactions contemplated
by this Agreement will not, (i) conflict with, or result in any violation or
breach of, any provision of the Articles of Incorporation or By-laws of the
Company, each as amended, or the charter, by-laws, or other organizational
document of any Subsidiary of the Company, (ii) conflict with, or result in any
violation or breach of, or constitute (with or without notice or lapse of time,
or both) a default (or give rise to a right of termination, cancellation or
acceleration of any obligation or loss of any material benefit) under, or
require a consent or waiver under, constitute a change in control under, require
the payment of a penalty under or result in the imposition of any Lien on the
Company's or any of its Subsidiary's assets under any of the terms, conditions
or provisions of any note, bond, mortgage, indenture, lease, license, contract
or other agreement, instrument or obligation to which the Company or any of its
Subsidiaries is a party or by which any of them or any of their properties or
assets are bound, in each case that is material to the Company, or (iii) subject
to compliance with the requirements specified in clauses (i) through (v) of
Section 4.3(c) hereof, conflict with or violate any license, judgment,
injunction, order, decree, statute, law, ordinance, rule or regulation
applicable to the Company or any of its Subsidiaries or any of its or their
properties or assets, except in the cases of clauses (ii) and (iii) of this
Section 4.3(b) for any such conflicts, violations, breaches, defaults,
terminations, cancellations, accelerations or losses which, individually or in
the aggregate, are not reasonably likely to have a Material Adverse Effect.
Section 4.3(b) of the Company Disclosure Schedule lists all consents, waivers
and approvals under any of the Company's or any of its Subsidiaries' notes,
bonds, mortgages, indentures, leases, licenses, contracts or other agreements,
instruments or obligations required to be obtained in connection with the
consummation of the transactions contemplated hereby.

         (c) Absence of Required Consents. No consent, approval, license,
             ----------------------------
permit, order or authorization of, or registration, declaration, notice or
filing with any (x) Governmental Entity or (y) person (other than a Governmental
Entity) is required by or with respect to the


                                     - 16 -

<PAGE>

Company or any of its Subsidiaries in connection with the execution and delivery
of this Agreement or the consummation of the transactions contemplated by this
Agreement, except for (i) the pre-merger notification requirements under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), (ii) the filing of the Certificate of Merger with the Secretary of State
of the State of Georgia and appropriate corresponding documents with the
Secretaries of State of other states in which the Company is qualified as a
foreign corporation to transact business, (iii) filings or consents under and
compliance with the Exchange Act as may be required in connection with this
Agreement, the Offer, and the Merger and the transactions contemplated hereby
and (iv) such consents, approvals, orders, authorizations, registrations,
declarations and filings as may be required under applicable state securities
laws, (v) consents identified in Section 4.3(c) of the Company Disclosure
Schedule and (vi) filings with the Nasdaq Stock Market Inc.

         (d) Required Vote. The affirmative vote for approval of this Agreement
             -------------
by the holders of a majority of the outstanding shares of Company Common Stock
on the record date for the Company Stockholders Meeting (as defined in Section
7.4) is the only vote of the holders of any class or series of the Company's
capital stock or other securities necessary to approve this Agreement and for
the consummation by the Company of the other transactions contemplated by this
Agreement. There are no bonds, debentures, notes or other indebtedness having
general voting rights (including without limitation the right to vote upon any
of the matters contemplated hereby, including the Offer and Merger and the
election of directors) (or convertible into, or exchangeable for, securities
having such rights) of the Company or any of its Subsidiaries issued and
outstanding, except (i) subject to certain restrictions based on the trading
price of the Company Common Stock, under the Amended and Restated Credit
Agreement, dated as of February 27, 2001, between the Company and Omnicom
Finance, Inc., as amended by the Amendment to Amended and Restated Credit
Agreement, dated May 10, 2001 (collectively, the "Omnicom Credit Agreement"),
Omnicom Finance, Inc. has the right to convert outstanding principal and unpaid
interest into shares of Company Common Stock at the "Applicable Conversion
Price" (as defined in the Omnicom Credit Agreement), and (ii) during a "Blockage
Period" (as defined in the Omnicom Credit Agreement), Omnicom Finance, Inc. may
require the Company to prepay certain interest and/or pay any interest that is
due and payable by issuing shares of Company Common Stock at the "Applicable
Interest Conversion Price" (as defined in the Omnicom Credit Agreement).

         (e) Actions by the Company Board. The Company Board, at a meeting duly
             ----------------------------
called and held, has, by the unanimous vote of all members of the Company Board
(i) determined that each of the transactions contemplated by this Agreement,
including the Offer and the Merger, and the Stockholder Agreements is fair to,
and in the best interests of, the Company and its stockholders, (ii) duly
adopted and approved this Agreement, the Stockholder Agreements, and the
transactions contemplated hereby and thereby, including the Offer and the
Merger, which adoption and approval are sufficient to (X) satisfy the
requirements of Section 14-2-1111 of the GBCC and (Y) render the restrictions
under Section 14-2-1132 of the GBCC on "business combinations" (as defined in
Section 14-2-1131 of the GBCC) with an "interested shareholder" (as defined
under Section 14-2-1110 of the GBCC), inapplicable to this Agreement,

                                     - 17 -

<PAGE>

the Stockholder Agreements and the transactions contemplated thereby, including
the Offer and the Merger, (iii) resolved to recommend acceptance of the Offer
and adoption and approval of this Agreement by holders of Shares, (iv) to the
extent necessary, adopted a resolution having the effect of causing the Company
not to be subject to any state takeover law or similar law that might otherwise
apply to the Offer or the Merger and any other transactions contemplated by this
Agreement, (v) determined to waive any rights the Company may have under any
agreement or otherwise to object to the transfer to the Merger Sub in the Offer
of all Shares and (vi) consented to the transfer to the Merger Sub of all
Shares, and none of the aforesaid actions by the Company Board has been amended,
rescinded or modified. No other state takeover statute is applicable to the
Merger or the transactions contemplated by this Agreement.

   4.4   SEC Filings; Financial Statements; Information Provided.
         -------------------------------------------------------

         (a) Company SEC Reports. The Company has filed all registration
             -------------------
statements, forms, reports and other documents required to be filed by the
Company with the SEC since January 1, 1999, and copies of all registration
statements, forms, reports and other documents filed by the Company with the SEC
since such date are publicly available. All such registration statements, forms,
reports and other documents (including those that the Company may file after the
date hereof until the Closing) are referred to herein as the "Company SEC
Reports." The Company SEC Reports (i) were or will be filed on a timely basis,
(ii) at the time filed, were or will be prepared in compliance in all material
respects with the applicable requirements of the Securities Act, and the
Exchange Act, as the case may be, and the rules and regulations of the SEC
thereunder applicable to such Company SEC Reports, and (iii) did not or will not
at the time they were or are filed or, if amended on the date such amendment was
or is filed contain any untrue statement of a material fact or omit to state a
material fact required to be stated in such Company SEC Reports or necessary in
order to make the statements in such Company SEC Reports, in the light of the
circumstances under which they were made, not misleading. No Subsidiary of the
Company is subject to the reporting requirements of Section 15(d) of the
Securities Act or Section 13(a) of the Exchange Act.

         (b) Financial Statements. Each of the consolidated financial statements
             --------------------
(including, in each case, any related notes and schedules) (the "Company
Financial Statements") contained or to be contained in the Company SEC Reports
(i) complied or will comply as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto, (ii) were or will be prepared in accordance with GAAP applied
on a consistent basis throughout the periods involved (except as may be
indicated in the notes to such financial statements or, in the case of unaudited
statements, as permitted by the SEC on Form 10-Q under the Exchange Act) and
(iii) fairly presented or will fairly present the consolidated financial
condition of the Company and its Subsidiaries as of the dates thereof and the
consolidated results of its operations and cash flows for the periods indicated,
consistent with the books and records of the Company and its Subsidiaries,
except that the unaudited interim financial statements were subject to normal
and recurring year-end adjustments which were not material in amount. The
unaudited balance sheet of the Company as of June 30, 2001,

                                     - 18 -

<PAGE>

as filed with the SEC prior to the date hereof, is referred to herein as the
"Company Balance Sheet."

             (c) Information Provided. The information to be supplied by or on
                 --------------------
behalf of the Company for inclusion or incorporation by reference in the
Schedule TO or the Offer Documents, on the date the Schedule TO is filed with
the SEC and on the date the Offer Documents are first published, sent or given
to stockholders of the Company, shall comply in all material respects with the
provisions of applicable securities laws and shall not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading. If at any time prior to the Closing any event relating to the
Company or any of its Affiliates, officers or directors should be discovered by
the Company which is required to be set forth in an amendment to the Schedule TO
or a supplement to the Offer Documents or the Proxy Statement (as defined in
Section 7.4), the Company shall promptly inform the Parent.

         4.5 Absence of Undisclosed Liabilities. Except as disclosed in the
             ----------------------------------
Company Financial Statements and except for normal or recurring liabilities
incurred since the date of the Company Balance Sheet in ordinary course of
business consistent with past practice (the "Ordinary Course of Business"), the
Company and its Subsidiaries have not incurred any liabilities, either accrued,
contingent or otherwise (whether or not required to be reflected in financial
statements in accordance with GAAP), and whether due or to become due
aggregating in excess of $500,000. The accounts receivable of the Company
reflected on the Company Balance Sheet arose from bona fide sales of goods and
services in the Ordinary Course of Business, are not subject to any set-offs or
counterclaims and have not been revalued in any material respect since the date
of the Company Balance Sheet.

         4.6 Absence of Certain Changes or Events. Since the date of the Company
             ------------------------------------
Balance Sheet, the Company and its Subsidiaries have conducted their respective
businesses only in the Ordinary Course of Business and, since such date, there
has not been (i) any change, event, circumstance, development or effect that
individually or in the aggregate, has had, or is reasonably likely to have, a
Material Adverse Effect; or (ii) any other action or event (other than actions
or events in anticipation of or required in connection with the transactions
contemplated by this Agreement) that would have required the consent of the
Parent pursuant to Section 6.1 of this Agreement had such action or event
occurred at a time when the Company was subject to such restrictions.

         4.7 Taxes.
             -----

             (a) Filing of Tax Returns and Payment of Taxes; Definitions. The
                 -------------------------------------------------------
Company and each of its Subsidiaries has timely filed all Tax Returns (as
defined below) that it was required to file, and all such Tax Returns were
correct and complete in all material respects. The Company and each of its
Subsidiaries has paid on a timely basis all Taxes (as defined below) that are or
were due and payable. The unpaid Taxes of the Company and its Subsidiaries for
Tax periods through the date of the Company Balance Sheet do not exceed the
accruals and reserves

                                     - 19 -

<PAGE>

for Taxes set forth on the Company Balance Sheet exclusive of any accruals and
reserves for "deferred taxes" or similar items that reflect timing differences
between Tax and financial accounting principles. All material Taxes that the
Company or any of its Subsidiaries is or was required by law to withhold or
collect (including withholding of Taxes pursuant to Sections 1441, 1442, 3121
and 3402 of the Code or similar provisions under any state, local or foreign
laws) have been duly withheld or collected and, to the extent required, have
been paid to the proper Governmental Entity. For purposes of this Agreement, (i)
"Taxes" means all taxes, charges, fees, levies or other similar assessments or
liabilities, including income, gross receipts, ad valorem, premium, value-added,
excise, real property, personal property, sales, use, services, transfer,
withholding, employment, payroll and franchise taxes imposed by the United
States of America or any state, local or foreign government, or any agency
thereof, or other political subdivision of the United States or any such
government, and any interest, fines, penalties, assessments or additions to tax
resulting from, attributable to or incurred in connection with any tax or any
contest or dispute thereof and (ii) "Tax Returns" means all reports, returns,
declarations, statements or other information required to be supplied to a
taxing authority in connection with Taxes.

         (b) Deficiencies and Audits. The Company has delivered to the Parent
             -----------------------
correct and complete copies of all federal income Tax Returns, examination
reports and statements of deficiencies assessed against or agreed to by the
Company or any of its Subsidiaries since January 1, 1999. The federal income Tax
Returns of the Company and each of its Subsidiaries have been audited by the
Internal Revenue Service or are closed by the applicable statute of limitations
for all taxable years through the taxable year specified in Section 4.7(b) of
the Company Disclosure Schedule. The Company has made available to the Parent
correct and complete copies of all other Tax Returns of the Company and its
Subsidiaries together with all related examination reports and statements of
deficiency for all periods from and after January 1, 1999. No examination or
audit of any Tax Return of the Company or any of its Subsidiaries by any
Governmental Entity is currently in progress or, to the knowledge of the
Company, threatened or contemplated. Neither the Company nor any of its
Subsidiaries has been informed by any Governmental Entity that the Governmental
Entity believes that the Company or any of its Subsidiaries was required to file
any Tax Return that was not filed. Neither the Company nor any of its
Subsidiaries has waived any statute of limitations with respect to Taxes or
agreed to an extension of time with respect to a Tax assessment or deficiency.

         (c) Absence of Certain Tax Elections and Liabilities. Neither the
             ------------------------------------------------
Company nor any of its Subsidiaries: (i) is a "consenting corporation" within
the meaning of Section 341(f) of the Code, and none of the assets of the Company
or its Subsidiaries are subject to an election under Section 341(f) of the Code;
(ii) has been a United States real property holding corporation within the
meaning of Section 897(c)(2) of the Code during the applicable period specified
in Section 897(c)(l)(A)(ii) of the Code; (iii) has made any payments, is
obligated to make any payments, or is a party to any agreement that could
obligate it to make any payments that may be treated as an "excess parachute
payment" under Section 280G of the Code; (iv) has any actual or potential
liability for any Taxes of any person (other than the Company and its
Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar

                                     - 20 -

<PAGE>

provision of law in any jurisdiction), or as a transferee or successor, by
contract, or otherwise; or (v) is or has been required to make a basis reduction
pursuant to Treasury Regulation Section 1.1502-20(b) or Treasury Regulation
Section 1.337(d)-2(b).

         (d) Sections 168, 103 and 7701(h). None of the assets of the Company or
             -----------------------------
any of its Subsidiaries: (i) is property that is required to be treated as being
owned by any other person pursuant to the provisions of former Section 168(f)(8)
of the Code; (ii) is "tax-exempt use property" within the meaning of Section
168(h) of the Code; (iii) directly or indirectly secures any debt the interest
on which is tax exempt under Section 103(a) of the Code; or (iv) is subject to a
lease under Section 7701(h) of the Code or under any predecessor section.

         (e) Section 481. There are no adjustments under Section 481 of the Code
             -----------
(or any similar adjustments or any provision of the Code or the corresponding
federal, state or local Tax laws) that are required to be taken into account by
the Company or any of its Subsidiaries in any period ending after the Closing
Date by reason of a change in method of accounting in any taxable period ending
on or before the Closing Date.

         (f) Sections 382, 383 and 384. There is no limitation on the
             -------------------------
utilization by either the Company or any of its Subsidiaries of its net
operating losses, built-in losses, Tax credits, or similar items under Sections
382, 383, or 384 of the Code or comparable provisions of state law (other than
any such limitation arising as a result of the consummation of the transactions
contemplated by this Agreement).

         (g) Absence of Group Memberships and Tax Agreements. Neither the
             -----------------------------------------------
Company nor any of its Subsidiaries (i) is or has ever been a member of a group
of corporations with which it has filed (or been required to file) consolidated,
combined or unitary Tax Returns, other than a group of which only the Company
and its Subsidiaries are or were members or (ii) is a party to or bound by any
Tax indemnity, Tax sharing, Tax allocation or similar agreement.

         (h) Section 999. Neither the Company nor any of its Subsidiaries has
             -----------
ever participated in an international boycott as defined in Section 999 of the
Code.

         (i) Section 355. Neither the Company nor any of its Subsidiaries has
             -----------
distributed to its stockholders or security holders stock or securities of a
controlled corporation, nor has stock or securities of the Company or any of its
Subsidiaries been distributed, in a transaction to which Section 355 of the Code
applies (i) in the two years prior to the date of this Agreement or (ii) in a
distribution that could otherwise constitute part of a "plan" or "series of
related transactions" (within the meaning of Section 355(e) of the Code) that
includes the transactions contemplated by this Agreement.

         (j) Section 4.7(j) of the Company Disclosure Schedule sets forth each
jurisdiction (other than United States Federal) in which the Company or any of
its Subsidiaries files, is required to file or has been required to file a Tax
Return or is or has been liable for any Taxes on a "nexus" basis at any time for
taxable periods ending after January 1, 1998.

                                     - 21 -

<PAGE>

         4.8 Real Properties.
             ---------------

             (a) Owned Real Properties. The Company does not and has never owned
                 ---------------------
any real property.

             (b) Leased Real Properties. Section 4.8(b) of the Company
                 ----------------------
Disclosure Schedule sets forth a complete and accurate list of all real property
leased, subleased or licensed by the Company or its Subsidiaries (collectively
"Company Leases") and the location of the premises. Neither the Company nor any
of its Subsidiaries nor, to the Company's knowledge, any other party to any
Company Lease, is in default under any of the Company Leases, except as would
not have a Material Adverse Effect. Each of the Company Leases is in full force
and effect and is enforceable in accordance with its terms (except in all cases
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, receivership, conservatorship, moratorium, or similar laws
affecting the enforcement of creditors' rights generally and except that the
availability of the equitable remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceeding may
be brought) and shall not cease to be in full force and effect as a result of
the transactions contemplated by this Agreement. Neither the Company nor any of
its Subsidiaries leases, subleases or licenses any real property to any person
other than the Company and its Subsidiaries. The Company has made available to
the Parent complete and accurate copies of all material Company Leases.

         4.9 Intellectual Property.
             ---------------------

             (a) Company Intellectual Property Rights. The Company and its
                 ------------------------------------
Subsidiaries own, or license or otherwise possess legally enforceable rights to
use, without any obligation to make any fixed or contingent payments, including
any royalty payments, all Intellectual Property (as defined below) used or
necessary to (1) use, manufacture, market and distribute the products
manufactured, marketed, sold or licensed, and to provide the services provided,
by the Company to other parties or (2) to operate the Company's internal systems
that are material to the business or operations of the Company, including,
without limitation, computer hardware systems, software applications and
embedded systems in order to conduct the business of the Company and its
Subsidiaries as currently conducted (excluding off-the-shelf software programs
licensed pursuant to shrinkwrap licenses). For purposes of this Agreement, the
term "Intellectual Property" means (i) trademarks, service marks and trade names
(whether registered or unregistered), patents, domain names, copyrights,
designs, mask works, trade secrets, confidential business information and
inventions, whether patentable or unpatentable and whether or not reduced to
practice, know-how, manufacturing and production processes and techniques,
research and development information, copyrightable works, financial, marketing
and business data, pricing and cost information, business and marketing plans
and customer and supplier lists and information, (ii) applications for and
registrations of such patents, trademarks, service marks, trade names, domain
names, copyrights, mask works and designs, (iii) processes, formulae, methods,
schematics, technology, know-how, computer software programs and applications,
and (iv) other tangible or intangible proprietary or confidential information or
material or rights relating to the foregoing. Section 4.9(a) of the Company
Disclosure Schedule

                                     - 22 -

<PAGE>

lists each patent, patent application, copyright registration or application
therefor, mask work registration or application therefor, and trademark, service
mark and domain name registration or application therefore of the Company.

         (b) Third Party Intellectual Property Rights. The execution and
             ----------------------------------------
delivery of this Agreement and consummation of the Merger will not result in the
breach of, or create on behalf of any third party the right to terminate or
modify, (i) any license, sublicense or other agreement relating to any
Intellectual Property owned by the Company that is material to the business of
the Company and its Subsidiaries, taken as a whole, including software that is
used in the manufacture of, incorporated in, or forms a part of any product or
service sold by or expected to be sold by the Company or any of its Subsidiaries
(the "Company Intellectual Property") or (ii) any license, sublicense and other
agreement as to which the Company or any of its Subsidiaries is a party and
pursuant to which the Company or any of its Subsidiaries is authorized to use
any third party Intellectual Property that is material to the business of the
Company and its Subsidiaries, taken as a whole, including software that is used
in the manufacture of, incorporated in, or forms a part of any product or
service sold by or expected to be sold by the Company or any of its Subsidiaries
(the "Third Party Intellectual Property"). Section 4.9(b)(i) of the Company
Disclosure Schedule sets forth a complete and accurate list of the Company
Intellectual Property and Section 4.9(b)(ii) of the Company Disclosure Schedule
sets forth a complete and accurate list of all material Third Party Intellectual
Property and the license or agreement pursuant to which the Company uses it.
Section 4.9(b)(iii) of the Company Disclosure Schedule identifies each material
license or material agreement pursuant to which the Company has licensed,
distributed or otherwise granted any rights to any third party with respect to
any Company Intellectual Property, except for any end user software licenses to
a customer of the Company and other than licenses in the Ordinary Course of
Business. Section 4.9(b)(iv) of the Company Disclosure Schedule identifies each
material item of Company Intellectual Property that is owned by a party other
than the Company, and the license or agreement pursuant to which the Company
uses it.

         (c) Valid Rights; No Infringement By Others. All registrations and
             ---------------------------------------
applications for patents, trademarks, service marks, copyrights and domain names
which are held by the Company or any of its Subsidiaries and which are material
to the business of the Company and its Subsidiaries, taken as a whole, are valid
and subsisting. The Company and its Subsidiaries have taken reasonable measures
to protect the proprietary nature of each item of the Company Intellectual
Property. To the knowledge of the Company, no other person or entity is
infringing, violating or misappropriating any of the Company Intellectual
Property or Third Party Intellectual Property.

         (d) No Infringement By the Company. None of the (i) products previously
             ------------------------------
or currently sold by the Company or any of its Subsidiaries or (ii) business or
activities previously or currently conducted by the Company or any of the
Subsidiaries infringes, violates or constitutes a misappropriation of, any
intellectual property right or other right of any third party, except for
infringements, violations or misappropriations that do not result in a Material
Adverse Effect. Neither the Company nor any of its Subsidiaries has received any
complaint, claim or

                                     - 23 -

<PAGE>

notice alleging any such infringement, violation or misappropriation of (i)
products previously or currently sold by the Company or any of its Subsidiaries
or (ii) business or activities previously or currently conducted by the Company
or any of its Subsidiaries. Section 4.9(d) of the Company Disclosure Schedule
lists any complaint, claim or notice, or written threat thereof, received by the
Company or any Subsidiary alleging any such infringement, violation or
misappropriation; and the Company has made available to the Parent complete and
accurate copies of all written documentation in the possession of the Company or
any Subsidiary relating to any such complaint, claim, notice or threat.

         (e) Rights in Confidential Information. The Company has secured written
             ----------------------------------
assignments from all current and former consultants and employees who
contributed to the creation or development of the Company Intellectual Property
of the rights to such contributions that the Company does not already own by
operation of law, recognizing the Company's ownership of all the Company
Intellectual Property, and agreeing to hold such of it as is not protected by
patents or copyright ("Confidential IP Information") in confidence and not to
use any Confidential IP Information except in connection with such consultant's
or employee's work for or on behalf of the Company. Except as set forth on
Schedule 4.9(e) of the Company Disclosure Schedule, no current employee, officer
or consultant of the Company has excluded works or inventions made prior to his
or her employment with the Company from his or her assignment of inventions
pursuant to such employee's, officer's or consultant's assignment of inventions
agreement. The Company does not believe it is or will be necessary to use any
inventions of any of its employees (or persons it currently intends to hire)
made prior to their employment by the Company. The Company has not granted or
assigned to any other person or entity any right to manufacture, have
manufactured, assemble, sell, market or distribute the products or proposed
products or to provide the services or proposed services of the Company.

         (f) No Intellectual Property Contracts Affecting the Parent. The
             -------------------------------------------------------
Company is not party to any agreement under which a third party would be
entitled to receive a license or any other right to intellectual property of the
Parent or any of its Affiliates (other than the Company) following the Closing.

         (g) Company Software. Neither the Company nor any Subsidiary has
             ----------------
disclosed the source code for any of the software owned by the Company or a
Subsidiary (the "Software") or other Confidential Information constituting,
embodied in or pertaining to the Software to any person or entity, except
pursuant to the agreements listed in Section 4.10 of the Company Disclosure
Schedule, and the Company has taken reasonable measures to prevent disclosure of
such source code.

         (h) Product Defects. The products previously or currently sold by the
             ---------------
Company or any of its Subsidiaries and the Company's internal systems that are
material to the business or operations of the Company are free from significant
defects or programming errors, except for any currently in development.

   4.10  Agreements, Contracts and Commitments.
         -------------------------------------

                                     - 24 -

<PAGE>

         (a) The Company is not a party to and is not bound by and neither it
nor its assets or properties are subject to, any contract or other agreement
required to be disclosed in a Form 10-K, Form 10-Q or Form 8-K which is not
disclosed in the Company's Form 10-K filed February 28, 2001 or the Company's
Form 10-Qs filed May 15, 2001 and August 14, 2001. All of such contracts and
other agreements and all of the contracts required to be set forth in Section
4.10 of the Company Disclosure Schedule are valid, subsisting, in full force and
effect, binding upon the Company, and, to the knowledge of the Company, binding
upon the other parties thereto in accordance with their terms, and the Company
has paid in full or accrued substantially all amounts now due from it
thereunder, and has satisfied in full or provided for all of its liabilities and
obligations thereunder which are presently required to be satisfied or provided
for and is not in default under any of them, nor does any condition exist that
with notice or lapse of time or both would constitute a default by the Company
thereunder, except for defaults which individually or in the aggregate are not
reasonably expected to result in a Material Adverse Effect, nor, to the
knowledge of the Company, is any other party to any such contract or other
agreement in default thereunder, except for defaults which individually or in
the aggregate could not reasonably be expected to result in a Material Adverse
Effect, nor does any condition exist that with notice or lapse of time or both
would constitute a default thereunder, except for defaults which individually or
in the aggregate would not have a Material Adverse Effect. The Company has made
available to the Parent true and complete copies of all of the contracts and
other agreements referred to in this Section 4.10.

         (b) Section 4.10 of the Company Disclosure Schedule sets forth a list
of the following contracts and other agreements to which the Company is a party
or by or to it or its assets or properties are bound or subject:

                  (i)   any agreement (A) involving research, development or the
         license of Intellectual Property, (B) granting a right of first
         refusal, or right of first offer or comparable right with respect to
         Intellectual Property, (C) providing for the payment or receipt by the
         Company of milestone payments or royalties, or (D) that individually
         requires aggregate expenditures by the Company in any one year of more
         than $250,000;

                  (ii)  any indenture, trust agreement, loan agreement or note
         that involves or evidences outstanding indebtedness, obligations or
         liabilities for borrowed money in excess of $250,000;

                  (iii) any agreement of surety, guarantee or indemnification
         that involves potential obligations in excess of $250,000;

                  (iv)  any interest rate, equity or other swap or derivative
         instrument; or

                  (v)   any agreement obligating the Company to register
         securities under the Securities Act.


                                     - 25 -

<PAGE>

         (c) To the knowledge of the Company and except as disclosed in the
Company SEC Reports, no executive officer or director of the Company has
(whether directly or indirectly through another entity in which such person has
a material interest, other than as the holder of less than 2% of a class of
securities of a publicly traded company) any material interest in any property
or assets of the Company (except as a stockholder), any competitor, customer,
supplier or agent of the Company or any person that is currently a party to any
material contract or agreement with the Company.

         (d) Section 4.10 of the Company Disclosure Schedule sets forth a
complete and accurate list of each non-competition or other similar agreement,
commitment, judgment, injunction or order which the Company or any Subsidiary of
the Company is a party or subject to that has or could reasonably be expected to
have the effect of prohibiting or impairing the conduct of the business by the
Company or any of its Subsidiaries in any material respect. Except as set forth
in Section 4.10 of the Company Disclosure Schedule, neither the Company nor any
of its Subsidiaries has entered into (or is otherwise bound by) any agreement
under which it or any of its Subsidiaries and successors is restricted in any
material respect from selling, licensing or otherwise distributing any of its
technology or products, or providing services to, customers or potential
customers or any class of customers, in any geographic area, during any period
of time or any segment of the market or line of business.

   4.11  Litigation; Product Liability. There is no action, suit,
         -----------------------------
proceeding, claim, arbitration or investigation pending or, to the knowledge of
the Company, threatened against or affecting the Company or any of its
Subsidiaries, except as which would not reasonably be expected to have a
Material Adverse Effect. There are no material judgments, orders or decrees
outstanding against the Company or any of its Subsidiaries. No product liability
claims have been asserted or, to the knowledge of the Company, threatened
against the Company or any of its Subsidiaries relating to products or product
candidates developed, tested, manufactured, marketed, distributed or sold by the
Company or any of its Subsidiaries except as which would not reasonably be
expected to have a Material Adverse Effect. No claims have been asserted or, to
the knowledge of the Company, threatened against or affecting the Company or any
of its Subsidiaries relating to underwriting compensation in connection with
securities offerings by the Company or any of its Subsidiaries.

   4.12  Environmental Matters.
         ---------------------

         (a) Compliance. Except as set forth in Section 4.12(a) of the Company
             ----------
Disclosure Schedule,

                  (i)  the Company and each of its Subsidiaries are currently in
         compliance with, and have at all times complied with, all applicable
         Environmental Laws (as defined in Section 4.12(b));

                  (ii) the Company and each of its Subsidiaries have all
         permits, licenses and approvals required under Environmental Laws to
         operate and conduct their

                                     - 26 -

<PAGE>

         respective businesses as currently operated and conducted, and as
         proposed to be conducted;

                  (iii)  to the knowledge of the Company, there is no
         Contamination (as defined in Section 4.12(b)) of or at the properties
         currently owned, leased or operated by the Company or any of its
         Subsidiaries;

                  (iv)   to the knowledge of the Company, there was no
         Contamination of or at the properties formerly owned, leased or
         operated by the Company or any of its Subsidiaries prior to or during
         the period of time such properties were owned, leased or operated by
         the Company or any of its Subsidiaries;

                  (v)    neither the Company nor any of its Subsidiaries are
         subject to liability for a Release of any Hazardous Substance or
         Contamination on the property of any third party;

                  (vi)   neither the Company nor any of its Subsidiaries have
         Released any Hazardous Substance to the environment;

                  (vii)  neither the Company nor any of its Subsidiaries has
         received any notice, demand, letter, claim or request for information,
         nor is the Company or any of its Subsidiaries aware of any pending or
         threatened notice, demand, letter, claim or request for information,
         alleging that the Company or any of its Subsidiaries may be in
         violation of, liable under or have obligations under any Environmental
         Law;

                  (viii) neither the Company nor any of its Subsidiaries is
         subject to any orders, decrees, injunctions or other arrangements with
         any Governmental Entity or is subject to any indemnity or other
         agreement with any third party, including leases for real property,
         relating to liabilities or obligations under any Environmental Law or
         relating to Hazardous Substances;

                  (ix)   none of the properties currently or formerly owned,
         leased or operated by the Company or any of its Subsidiaries is listed
         on the National Priorities List or any other list, schedule, log,
         inventory or record maintained by any federal, state or local
         governmental agency with respect to sites from which there is or has
         been a Release of any Hazardous Substance or any Contamination;

                  (x)    to the knowledge of the Company, none of the properties
         currently or formerly owned, leased or operated by the Company or any
         of its Subsidiaries is used, nor was ever used, (A) as a landfill, dump
         or other disposal, storage, transfer or handling area for Hazardous
         Substances, excepting, however, for the routine storage and use of
         Hazardous Substances from time to time in the Ordinary Course of
         Business, in compliance with Environmental Laws and in compliance with
         good commercial practice; (B) for industrial, military or

                                     - 27 -

<PAGE>


         manufacturing purposes; or (C) as a gasoline service station or a
         facility for selling, dispensing, storing, transferring or handling
         petroleum and/or petroleum products;

                  (xi)  to the knowledge of the Company, there are not now, nor
         have there ever been, underground or above ground storage tanks
         (whether or not currently in use), urea-formaldehyde materials,
         asbestos, asbestos containing materials, polychlorinated biphenyls
         (PCBs) or nuclear fuels or wastes, located on or under any of the
         properties currently or formerly owned, leased or operated by the
         Company or any of its Subsidiaries; and

                  (xii) there are no liens against any of the properties
         currently owned, leased or operated by the Company or any of its
         Subsidiaries arising under any Environmental Law.

         (b)            Definitions. For purposes of this Agreement,
                        -----------

                  (i)   "Environmental Law" means any law, regulation, order,
         decree, permit, authorization, opinion, common law or agency
         requirement of any jurisdiction relating to: (i) the protection,
         investigation or restoration of the environment, human health and
         safety, or natural resources, (ii) the handling, use, storage,
         treatment, manufacture, transportation, presence, disposal, release or
         threatened release of any Hazardous Substance or (iii) noise, odor,
         wetlands, pollution, contamination or any injury or threat of injury to
         persons or property.

                  (ii)  "Contamination" means the presence of, or Release on,
         under, from or to, any property, including soils, groundwater, surface
         water, buildings or other structures, of any Hazardous Substance,
         except for the routine storage and use of Hazardous Substances from
         time to time in the Ordinary Course of Business, in compliance with
         Environmental Laws and in compliance with good commercial practice.

                  (iii) "Release" or "Released" means the spilling, leaking,
         disposing, discharging, emitting, depositing, injecting, leaching,
         escaping or any other release, however defined, and whether intentional
         or unintentional, of any Hazardous Substance. The term "Release" shall
         include any threatened release.

                  (iv)  "Hazardous Substance" means any substance that is: (A)
         listed, classified, regulated or which falls within the definition of a
         "hazardous substance," "hazardous material," or "hazardous waste"
         pursuant to any Environmental Law; (B) any petroleum product or
         by-product, asbestos-containing material, lead-containing paint, pipes
         or plumbing, polychlorinated biphenyls, radioactive materials or radon;
         or (C) any other substance which is the

                                     - 28 -

<PAGE>

         subject of regulatory action by any Governmental Entity pursuant to any
         Environmental Law.

         (c) Environmental Reports. Section 4.12(c) of the Company Disclosure
             ---------------------
Schedule sets forth a list of all documents, reports, investigations, audits or
other communications, whether in hard copy or electronic form, that contain
information regarding environmental, human health and safety, or natural
resources issues relating to premises currently or previously owned or operated
by the Company or any of its Subsidiaries (whether conducted by or on behalf of
the Company or one of its Subsidiaries or a third party, and whether done at the
initiative of the Company or one of its Subsidiaries or directed by a
Governmental Entity or other third party) which were issued or conducted during
the past five years and of which the Company or any of its Subsidiaries has
possession or to which the Company or any of its Subsidiaries has access. A
complete and accurate copy of each such document has been provided to the
Parent.

  4.13   Employee Benefit Plans.
         ----------------------

         (a) Company Employee Plans; Definitions. Section 4.13(a) of the Company
             -----------------------------------
Disclosure Schedule sets forth a complete and accurate list of all Employee
Benefit Plans maintained, or contributed to, by the Company, any of the
Company's Subsidiaries or any of their ERISA Affiliates (together, the "Company
Employee Plans"). For purposes of this Agreement, the following terms shall have
the following meanings: (i) "Employee Benefit Plan" means any "employee pension
benefit plan" (as defined in Section 3(2) of ERISA), any "employee welfare
benefit plan" (as defined in Section 3(1) of ERISA), and any other written or
oral plan, agreement or arrangement involving direct or indirect compensation,
including insurance coverage, severance benefits, disability benefits, deferred
compensation, bonuses, stock options, stock purchase, phantom stock, stock
appreciation or other forms of incentive compensation or post-retirement
compensation and all unexpired severance agreements, written or otherwise, for
the benefit of, or relating to, any current or former employee of the Company or
any of its Subsidiaries or an ERISA Affiliate; (ii) "ERISA" means the Employee
Retirement Income Security Act of 1974, as amended; and (iii) "ERISA Affiliate"
means any entity which is, or at any applicable time was, a member of (1) a
controlled group of corporations (as defined in Section 414(b) of the Code), (2)
a group of trades or businesses under common control (as defined in Section
414(c) of the Code), or (3) an affiliated service group (as defined under
Section 414(m) of the Code or the regulations under Section 414(o) of the Code),
any of which includes or included the Company or a Subsidiary.

         (b) Documentation Relating to Company Employee Plans. With respect to
             ------------------------------------------------
each Company Employee Plan, the Company has furnished to the Parent, a complete
and accurate copy of (i) such Company Employee Plan (or a written summary of any
unwritten plan), (ii) the most recent annual report (Form 5500) filed with the
Internal Revenue Service, (iii) each trust agreement, group annuity contract and
summary plan description, if any, relating to such Company Employee Plan, (iv)
the most recent financial statements for each Company Employee Plan that is
funded, (v) all personnel, payroll and employment manuals and policies, (vi) all

                                     - 29 -

<PAGE>

employee handbooks, and (vii) all reports regarding the satisfaction of the
nondiscrimination requirements of Sections 410(b), 401(k) and 401(m) of the
Code.

         (c) Administration of Company Employee Plans. Each Company Employee
             ----------------------------------------
Plan has been administered in all material respects in accordance with ERISA,
the Code and all other applicable laws and the regulations thereunder and in
accordance with its terms and each of the Company, the Company's Subsidiaries
and their ERISA Affiliates has in all material respects met its obligations with
respect to such Company Employee Plan and has made all required contributions
thereto (or reserved such contributions on the Company Balance Sheet). All
filings and reports as to each Company Employee Plan required to have been
submitted to the Internal Revenue Service or to the United States Department of
Labor have been timely submitted. With respect to the Company Employee Plans, no
event has occurred, and there exists no condition or set of circumstances in
connection with which the Company or any of its Subsidiaries could be subject to
any liability under ERISA, the Code or any other applicable law.

         (d) Benefit Obligations. With respect to the Company Employee Plans,
             -------------------
there are no benefit obligations for which contributions have not been made or
properly accrued and there are no benefit obligations which have not been
accounted for by reserves, or otherwise properly footnoted in accordance with
GAAP, on the financial statements of the Company. The assets of each Company
Employee Plan which is funded are reported at their fair market value on the
books and records of such Employee Benefit Plan.

         (e) Qualification of Company Employee Plans. All the Company Employee
             ---------------------------------------
Plans that are intended to be qualified under Section 401(a) of the Code have
received determination letters from the Internal Revenue Service to the effect
that such Company Employee Plans are qualified and the plans and trusts related
thereto are exempt from federal income taxes under Sections 401(a) and 501(a),
respectively, of the Code, no such determination letter has been revoked and
revocation has not been threatened, and no such Employee Benefit Plan has been
amended or operated since the date of its most recent determination letter or
application therefor in any respect, and no act or omission has occurred, that
would adversely affect its qualification or materially increase its cost. Each
Company Employee Plan that is required to satisfy Section 401(k)(3) or Section
401(m)(2) of the Code has been tested for compliance with, and satisfies the
requirements of Section 401(k)(3) and Section 401(m)(2) of the Code, as the case
may be, for each plan year ending prior to the Closing Date.

         (f) Absence of Certain Obligations. Neither the Company, any Subsidiary
             ------------------------------
of the Company nor any ERISA Affiliate has (i) ever maintained a Company
Employee Plan which was ever subject to Section 412 of the Code or Title IV of
ERISA or (ii) ever been obligated to contribute to a "multiemployer plan" (as
defined in Section 4001(a)(3) of ERISA). No Company Employee Plan is funded by,
associated with or related to a "voluntary employee's beneficiary association"
within the meaning of Section 501(c)(9) of the Code. No Company Employee Plan
holds securities issued by the Company, any of the Company's Subsidiaries or any
of their ERISA Affiliates.

                                     - 30 -

<PAGE>

         (g) Ability to Amend or Terminate. Each Company Employee Plan is
             -----------------------------
amendable and terminable unilaterally by the Company and any of the Company's
Subsidiaries which are a party thereto, or covered thereby at any time without
liability to the Company or any of its Subsidiaries as a result thereof and no
Company Employee Plan, plan documentation or agreement, summary plan description
or other written communication distributed generally to employees by its terms
prohibits the Company or any of its Subsidiaries from amending or terminating
any such Company Employee Plan. The investment vehicles used to fund the Company
Employee Plans may be changed at any time without incurring a material sales
charge, surrender fee or other similar expense.

         (h) Employment Related Agreements. Except as set forth in Section
             -----------------------------
4.13(h) of the Company Disclosure Schedule, neither the Company nor any of its
Subsidiaries is a party to any oral or written (i) agreement with any
stockholders, director, executive officer or other key employee of the Company
or any of its Subsidiaries (A) the benefits of which are contingent, or the
terms of which are materially altered, upon the occurrence of a transaction
involving the Company or any of its Subsidiaries of the nature of any of the
transactions contemplated by this Agreement, (B) providing any term of
employment or compensation guarantee or (C) providing severance benefits or
other benefits after the termination of employment of such director, executive
officer or key employee; (ii) agreement, plan or arrangement under which any
person may receive payments from the Company or any of its Subsidiaries that may
be subject to the tax imposed by Section 4999 of the Code or included in the
determination of such person's "parachute payment" under Section 280G of the
Code, without regard to Section 280G(b)(4); or (iii) agreement or plan binding
the Company or any of its Subsidiaries, including any stock option plan, stock
appreciation right plan, restricted stock plan, stock purchase plan or severance
benefit plan, any of the benefits of which will be increased, or the vesting of
the benefits of which will be accelerated, by the occurrence of any of the
transactions contemplated by this Agreement or the value of any of the benefits
of which will be calculated on the basis of any of the transactions contemplated
by this Agreement. The Company has provided to the Parent the information
necessary to accurately calculate any excise tax due under Section 4999 of the
Code as a result of the transactions contemplated by this Agreement for which
the Company or the Parent may directly or indirectly become liable and the
amount of deductions that may be disallowed under Section 280G of the Code as a
result of the transactions contemplated by this Agreement.

         (i) Retiree Benefits. None of the Company Employee Plans promises or
             ----------------
provides retiree medical or other retiree welfare benefits to any person, except
as required by applicable law.

         (j) No employee of the Company or any of its Subsidiaries (i) to the
knowledge of the Company, is in violation of any term of any patent disclosure
agreement, non-competition agreement, or any restrictive covenant to a former
employer relating to the right of any such employee to be employed by the
Company or any of its Subsidiaries because of the nature of the business
conducted or presently proposed to be conducted by the Company or any of its
Subsidiaries or to the use of trade secrets or proprietary information of
others, or (ii) in the

                                     - 31 -

<PAGE>


case of any key employee or group of key employees, has given notice to the
Company or any of its Subsidiaries that such employee or any employee in a group
of key employees intends to terminate his or her employment with the Company.

   4.14  Compliance With Laws. The Company and each of its Subsidiaries has
         --------------------
complied with, is not in violation of, and has not received any notice alleging
any violation with respect to, any applicable provisions of any statute, law or
regulation with respect to the conduct of its business, or the ownership or
operation of its properties or assets, except which, individually or in the
aggregate, are not reasonably likely to have a Material Adverse Effect.

   4.15  Permits. The Company and each of its Subsidiaries have all
         -------
permits, licenses and franchises (the "Company Permits") from Governmental
Entities required to conduct their businesses as now being conducted, except for
such permits, licenses and franchises the absence of which, individually or in
the aggregate, have not resulted in, and are not reasonably likely to result in
a Material Adverse Effect. The Company and its Subsidiaries are in compliance
with the terms of the Company Permits except for such failures to so comply
which, individually or in the aggregate, have not had, and are not reasonably
likely to a Material Adverse Effect. No material Company Permit will cease to be
effective as a result of the consummation of transactions contemplated by this
Agreement.

   4.16  Labor Matters.
         -------------

         (a) Labor Unions and Collective Bargaining Agreements. None of the
             -------------------------------------------------
Company, any of its Subsidiaries or their employees is a party to or otherwise
bound by any collective bargaining agreement, contract or other agreement or
understanding with a labor union or labor organization. Neither the Company nor
any of its Subsidiaries is the subject of any proceeding asserting that the
Company or any of its Subsidiaries has committed an unfair labor practice or is
seeking to compel it to bargain with any labor union or labor organization
which, individually or in the aggregate, is reasonably likely to have a Material
Adverse Effect, nor is there pending or, to the knowledge of the Company,
threatened, any labor strike, dispute, walkout, work stoppage, slow-down or
lockout involving the Company or any of its Subsidiaries. Section 4.16(a) of the
Company Disclosure Schedule lists all employees of the Company who are not
citizens or permanent resident aliens of the United States.

         (b) Employment Practices. The Company and each of its Subsidiaries is
             --------------------
in compliance with all Federal, foreign (as applicable), and state laws
regarding employment practices, including laws relating to workers' safety,
sexual harassment or discrimination, except where the failure to so be in
compliance, individually or in the aggregate, has not, and is not reasonably
likely to have a Material Adverse Effect.

   4.17  Insurance. Each of the Company and its Subsidiaries maintains
         ---------
insurance policies (the "Insurance Policies") with reputable insurance carriers
against all risks of a character and in such amounts as are usually insured
against by similarly situated companies in the same or similar businesses.
Section 4.17 of the Company Disclosure Schedule sets forth the insurance

                                     - 32 -

<PAGE>

coverages maintained by the Company and its Subsidiaries and a history of any
claims made and claims paid since January 1, 2000. Each Insurance Policy is in
full force and effect and is valid, outstanding and enforceable, and all
premiums due thereon have been paid in full. None of the Insurance Policies
shall terminate or lapse (or be affected in any other materially adverse manner)
by reason of the transactions contemplated by this Agreement. The Company and
each of its Subsidiaries have complied in all material respects with the
provisions of each Insurance Policy under which it is the insured party. No
insurer under any Insurance Policy has canceled or generally disclaimed
liability under any such policy or indicated any intent to do so or not to renew
any such policy. All material claims under the Insurance Policies have been
filed in a timely fashion.

         4.18 Affiliate Transactions. Section 4.18 of the Company Disclosure
              ----------------------
Schedule sets forth a complete list of each contract or agreement to which the
Company or any of its Subsidiaries is a party or bound with any Affiliate of the
Company (other than any Subsidiary which is a direct or indirect wholly owned
Subsidiary of the Company). Complete and accurate copies of all the agreements,
contracts and arrangements set forth in Section 4.18 of the Company Disclosure
Schedule have heretofore been furnished to the Parent. Except as disclosed in
the Company's proxy statement filed on April 30, 2001, neither the Company nor
any of its Subsidiaries has entered into any transaction with any director,
officer or other Affiliate of the Company or any of its Subsidiaries or any
transaction that would be subject to proxy statement disclosure pursuant to Item
404 of Regulation S-K.

         4.19 Assets. The Company or one of its Subsidiaries owns or leases all
              ------
tangible assets necessary for the conduct of their businesses as presently
conducted. All of such tangible assets which are owned, are owned free and clear
of all mortgages, security interest, pledges, liens and encumbrances ("Liens")
except for Liens which individually and in the aggregate, do not materially
interfere with the ability of the Company and its Subsidiaries to conduct their
business as currently conducted and have not resulted in, and are not reasonably
likely to result in, a Material Adverse Effect. The tangible assets of the
Company and its Subsidiaries, taken as a whole, are free from material defects,
have been maintained in accordance with normal industry practice, are in good
operating condition and repair (subject to normal wear and tear) and are
suitable for the purpose for which they are presently used.

         4.20 Warranty. Except as set forth in Section 4.20 of the Company
              --------
Disclosure Schedule, no product or service manufactured, sold, leased, licensed,
delivered or otherwise provided by the Company or any of its Subsidiaries is
subject to any guaranty, warranty, right of return or other indemnity.

         4.21 Customers and Suppliers. Section 4.21 of the Company Disclosure
              -----------------------
Schedule accurately identifies, and provides an accurate and complete breakdown
of the revenues received from, each customer of the Company or any of its
Subsidiaries that represented 5% or more of the Company's consolidated revenues
in the fiscal year ended December 31, 2000 or in the seven-month period ended
July 31, 2001 (a "Material Customer"). No Material Customer has indicated to the
Company or any of its Subsidiaries that it will stop, or decrease the rate of,

                                     - 33 -

<PAGE>

buying materials, products or services from the Company or any of its
Subsidiaries. Except as set forth in Section 4.21 of the Company Disclosure
Schedule, no material supplier of the Company or any of its Subsidiaries has
indicated to the Company or any of its Subsidiaries that it will stop, or
decrease the rate of, supplying materials, products or services to them.

         4.22 Opinion of Financial Advisor. The financial advisor of the Company
              ----------------------------
Credit Suisse First Boston (the "Financial Advisor") has delivered to the
Company a written opinion dated the date of this Agreement to the effect, as of
such date, that, on the basis of and subject to the assumptions set forth
therein, the cash consideration of $9.25 per Share to be received by holders of
Shares pursuant to the Offer and the Merger is fair to the holders of Shares
from a financial point of view (the "Fairness Opinion"). The Company has
delivered to the Parent and the Merger Sub a signed copy of the Fairness
Opinion, together with the Financial Advisor's written consent to the inclusion
of or reference to the Fairness Opinion in the Schedule TO, the Offer Documents,
the Schedule 14D-9 and the Proxy Statement.

         4.23 Rights Agreement. The Company has duly entered into an amendment
              ----------------
to the Rights Agreement, a signed copy of which has been delivered to the Parent
(the "Rights Agreement Amendment"), and taken all other action necessary or
appropriate so that the execution, delivery and performance of this Agreement
and/or the Stockholder Agreements do not and will not result in the ability of
any person to exercise any of the Rights under the Rights Agreement Amendment or
enable or require the Rights issued thereunder to separate from the shares of
Company Common Stock to which they are attached or to be triggered or become
exercisable or cease to be redeemable.

         4.24 Brokers. No agent, broker, investment banker, financial advisor or
              -------
other firm or person is or shall be entitled, as a result of any action,
agreement or commitment of the Company or any of its Affiliates, to any
broker's, finder's, financial advisor's or other similar fee or commission in
connection with any of the transactions contemplated by this Agreement, except
the Financial Advisor, whose fees and expense will be paid by the Company. The
Company has delivered to the Parent a complete and accurate copy of all
agreements pursuant to which the Financial Advisor is entitled to any fees and
expenses in connection with any of the transactions contemplated by this
Agreement.

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES
                        OF THE PARENT AND THE MERGER SUB
                        --------------------------------

         The Parent and the Merger Sub each represents and warrants to the
Company as follows:

         5.1 Organization, Standing and Power. Each of the Parent and the Merger
             --------------------------------
Sub is a corporation duly organized, validly existing and in good standing under
the laws of its jurisdiction of its incorporation, has all requisite corporate
power and authority to own, lease and operate its properties and assets and to
carry on its business as now being conducted, and is duly

                                     - 34 -

<PAGE>

qualified to do business and is in good standing as a foreign corporation in
each jurisdiction where the failure to be so qualified or in good standing,
individually or in the aggregate, would materially impair the ability of the
Parent or the Merger Sub to perform its obligations hereunder.

   5.2   Authority; No Conflict; Required Filings and Consents.
         -----------------------------------------------------

         (a) Power and Authority; Execution and Delivery. Each of the Parent and
             -------------------------------------------
the Merger Sub has all requisite corporate power and authority to enter into
this Agreement and to consummate the transactions contemplated by this
Agreement. The execution and delivery of this Agreement by the Parent and the
Merger Sub and the consummation by the Parent and the Merger Sub of the
transactions contemplated by this Agreement have been duly authorized by all
necessary corporate action on the part of each of the Parent and the Merger Sub
(including the approval of the Merger by the Parent in its capacity as the sole
stockholder of the Merger Sub). This Agreement has been duly executed and
delivered by each of the Parent and the Merger Sub and assuming due and valid
authorization, execution, and delivery by the other parties to this Agreement,
constitutes the valid and binding obligation of each of the Parent and the
Merger Sub, enforceable in accordance with its terms (except in all cases as
such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, receivership, conservatorship, moratorium, or similar laws
affecting the enforcement of creditors' rights generally and except that the
availability of the equitable remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceeding may
be brought).

         (b) Absence of Conflicts. The execution and delivery of this Agreement
             --------------------
by each of the Parent and the Merger Sub does not, and the consummation by the
Parent and the Merger Sub of the transactions contemplated by this Agreement
will not, (i) conflict with, or result in any violation or breach of, any
provision of the Certificate of Incorporation or By-laws of the Parent or the
Merger Sub, (ii) conflict with, or result in any violation or breach of, or
constitute (with or without notice or lapse of time, or both) a default (or give
rise to a right of termination, cancellation or acceleration of any obligation
or loss of any material benefit) under, or require a consent or waiver under,
any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, lease, license, contract or other agreement, instrument or obligation
to which the Parent or the Merger Sub is a party or by which either of them or
any of their properties or assets may be bound, or (iii) subject to compliance
with the requirements specified in clauses (i) through (v) of Section 5.2(c),
conflict with or violate any permit, concession, franchise, license, judgment,
injunction, order, decree, statute, law, ordinance, rule or regulation
applicable to the Parent or the Merger Sub or any of their properties or assets,
except in the case of clauses (ii) and (iii) of this Section 5.2(b) for any such
conflicts, violations, breaches, defaults, terminations, cancellations,
accelerations or losses which, individually or in the aggregate, would not
materially impair the ability of the Parent or the Merger Sub to perform their
obligations hereunder.

         (c) Absence of Required Consents. No consent, approval, license,
             ----------------------------
permit, order or authorization of, or registration, declaration, notice or
filing with any Governmental Entity is required by or with respect to the Parent
or the Merger Sub in connection with the

                                     - 35 -

<PAGE>

execution and delivery of this Agreement or the consummation by the Parent or
the Merger Sub of the transactions contemplated by this Agreement, except for
(i) the pre-merger notification requirements under the HSR Act, (ii) the filing
of the Certificate of Merger with the Secretary of State of the State of Georgia
and appropriate corresponding documents with the Secretaries of State of other
states in which the Company is qualified as a foreign corporation to transact
business, (iii) required filings under the Securities Act and the Exchange Act,
(iv) such consents, approvals, orders, authorizations, registrations,
declarations and filings as may be required under applicable "takeover" or state
securities laws and (v) such consents, approvals, orders, registrations,
declarations and filings, the failure of which to make or obtain would not
individually or in the aggregate, materially impair the ability of the Parent or
the Merger Sub to perform their obligations hereunder.

         5.3 Information Provided. The written information supplied by or on
             --------------------
behalf of the Parent or the Merger Sub for inclusion in the Schedule 14D-9, on
the date the Schedule 14D-9 is filed with the SEC, and on the date the Schedule
14D-9 is first published, sent or given to stockholders of the Company, shall
comply in all material respects with the provisions of applicable securities
laws, shall not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading. If, at any time prior to Closing, any event relating to
the Parent or Merger Sub should be discovered by the Parent which should be set
forth in an amendment to the Schedule 14D-9, the Parent shall promptly inform
the Company.

         5.4 Interim Operations of the Merger Sub. The Merger Sub was formed
             ------------------------------------
solely for the purpose of engaging in the transactions contemplated by this
Agreement, has not engaged in any other business activities and has conducted
its operations only as contemplated hereby.

         5.5 Financing. At the expiration of the Offer and at the Effective
             ---------
Time, the Parent and the Merger Sub will have available all the funds necessary
to purchase all the Shares pursuant to the Offer and the Merger and to pay all
fees and expenses payable by the Parent or the Merger Sub related to the
transactions contemplated by this Agreement. The Parent and the Merger Sub have
entered into an Investment Agreement with certain stockholders of the Parent,
which provides sufficient funding for the Parent and the Merger Sub to satisfy
all of their funding obligations under this Agreement. The execution and
delivery of the Investment Agreement by all of the parties thereto have been
duly authorized by all necessary corporate action on the part of the parties
thereto, and the Investment Agreement constitutes a valid and binding obligation
of each of the parties thereto, enforceable in accordance with its terms (except
in all cases as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, receivership, conservatorship, moratorium, or
similar laws affecting the enforcement of creditors' rights generally and except
that the availability of the equitable remedy of specific performance or
injunctive relief is subject to the discretion of the court before which any
proceeding may be brought), and do not (i) conflict with, or result in any
violation or breach of, any provision of the organizational documents of the
parties thereto, (ii) conflict with, or result in, any violation or breach of,
or constitute with or without notice or lapse of time, or both,

                                     - 36 -

<PAGE>

a default (or give rise to a right of termination, cancellation or acceleration
of any obligation or loss of any material benefit) under, or require consent or
waiver under, any of the terms, conditions, or provisions of any note, bond,
mortgage, indenture, lease, license, contract or other agreement, instrument or
obligation to which any of the parties thereto is a party or by which any of
their properties or assets may be bound, or (iii) conflict with or violate any
permit, concession, franchise, license, judgment, injunction, order, decree,
statute, law, ordinance, rule or regulation applicable to any of the parties to
the Investment Agreement or any of their properties or assets. Under the terms
of the Investment Agreement, a copy of which has been provided to the Company,
the Company has been granted third-party beneficiary rights and no material
conditions are required to be satisfied prior to the funding provided for under
Investment Agreement being made available to the Parent and the Merger Sub.

                                   ARTICLE VI

                               CONDUCT OF BUSINESS
                               -------------------

  6.1    Conduct Prior to Effective Time. Except as expressly contemplated
         -------------------------------
by this Agreement, as consented to in writing by the Parent, from and after the
date of this Agreement until the earlier of the termination of this Agreement in
accordance with its terms or the Effective Time, the Company shall, and shall
cause each of its Subsidiaries to, act in the Ordinary Course of Business, and
use commercially reasonable efforts to maintain and preserve its and each
Subsidiary's business organization, assets, and properties, keep available the
services of its present officers and employees and preserve its advantageous
business relationships with customers, strategic partners, suppliers,
distributors and others having business dealings with it to the end that its
goodwill and ongoing business shall be unimpaired at the Effective Time. Without
limiting the generality of the foregoing, from and after the date of this
Agreement until the earlier of the termination of this Agreement in accordance
with its terms or the Effective Time, the Company shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly, without the prior
written consent of the Parent:

         (a) (A) declare, set aside or pay any dividends on, or make any other
distributions (whether in cash, securities or other property) in respect of, any
of its capital stock (other than dividends and distributions by a direct or
indirect wholly owned Subsidiary of the Company to its parent); (B) split,
combine or reclassify any of its capital stock or issue or authorize the
issuance of any other securities in respect of, in lieu of or in substitution
for shares of its capital stock or any of its other securities; or (C) purchase,
redeem or otherwise acquire any shares of its capital stock or any other
securities or any rights, warrants or options to acquire any such shares or
other securities;

         (b) issue, deliver, sell, grant, pledge or otherwise dispose of or
encumber any shares of its capital stock, any other voting securities or any
securities convertible into or exchangeable for, or any rights, warrants or
options to acquire, any such shares, voting securities or convertible or
exchangeable securities (other than the issuance of Shares upon the exercise of

                                     - 37 -

<PAGE>

Company Stock Options or Company Warrants outstanding on the date of this
Agreement in accordance with their present terms);

         (c) amend its articles of incorporation, by-laws or other comparable
charter or organizational documents, except as expressly provided by this
Agreement;

         (d) acquire (A) by merging or consolidating with, or by purchasing all
or a substantial portion of the assets or any stock of, or by any other manner,
any business or any corporation, partnership, joint venture, limited liability
company, association or other business organization or division thereof or (B)
any assets that are material, in the aggregate, to the Company and its
Subsidiaries, taken as a whole, except purchases of inventory and components in
the Ordinary Course of Business;

         (e) except in the Ordinary Course of Business, sell, lease, license,
pledge, or otherwise dispose of or encumber any properties or assets of the
Company or of any of its Subsidiaries;

         (f) whether or not in the Ordinary Course of Business, sell, dispose
of, or otherwise transfer any assets material to the Company and its
Subsidiaries, taken as a whole (including any accounts, leases, contracts or
intellectual property or any assets or the stock of any Subsidiaries, but
excluding the sale or non-exclusive license of products in the Ordinary Course
of Business);

         (g) adopt or implement any stockholder rights plan or, except as
provided in Section 4.23, alter or further amend the Rights Agreement or the
Rights;

         (h) enter into an agreement with respect to any merger, consolidation,
liquidation or business combination, or any acquisition or disposition of all or
substantially all of the assets or securities of the Company or any of its
Subsidiaries;

         (i) (A) except as permitted under Section 7.8(e), incur or suffer to
exist any indebtedness for borrowed money other than such indebtedness reflected
on the Company Balance Sheet or guarantee any such indebtedness of another
person, (B) issue, sell or amend any debt securities or warrants or other rights
to acquire any debt securities of the Company or any of its Subsidiaries,
guarantee any debt securities of another person, enter into any "keep well" or
other agreement to maintain any financial statement condition of another person
or enter into any arrangement having the economic effect of any of the
foregoing, (C) make any loans, advances (other than routine advances to
employees of the Company in the Ordinary Course of Business) or capital
contributions to, or investments in, any other person, other than the Company or
any of its direct or indirect wholly owned Subsidiaries, or (D) enter into any
hedging agreement or other financial agreement or arrangement fluctuations in
commodities prices or exchange rates;

         (j) make any capital expenditures or other expenditures with respect to
property, plant or equipment in excess of $500,000 in the aggregate for the
Company and its Subsidiaries, taken as a whole;

                                     - 38 -

<PAGE>

         (k) make any change in accounting methods, principles or practices,
except insofar as may have been required by a change in GAAP or, except as so
required, change any assumption underlying, or method of calculating, any bad
debt, contingency or other reserve;

         (l) (A) pay, discharge, settle or satisfy any claims, liabilities or
obligations (whether absolute, accrued, asserted or unasserted, contingent or
otherwise), other than the payment, discharge or satisfaction, in the Ordinary
Course of Business or in accordance with their terms as in effect on the date of
this Agreement, of claims, liabilities or obligations reflected or reserved
against in, or contemplated by, the most recent consolidated financial
statements (or the notes thereto) of the Company included in the Company SEC
Reports filed prior to the date of this Agreement (to the extent so reflected or
reserved against) or incurred since the date of such financial statements in the
Ordinary Course of Business, or (B) waive any material benefits of, modify in
any adverse respect, fail to enforce, or consent to any matter with respect to
which its consent is required under, any confidentiality, standstill or similar
agreements to which the Company or any of its Subsidiaries is a party;

         (m) modify, amend or terminate any material contract or agreement to
which the Company or any of its Subsidiaries is party, other than contemplated
modifications, terminations or amendments reflected on the Company Disclosure
Schedule, or knowingly waive, release or assign any material rights or claims
(including any write-off or other compromise of any accounts receivable of the
Company or any of its Subsidiaries);

         (n) (A) except in the Ordinary Course of Business enter into any
contract or agreement relating to the rendering of services or the distribution,
sale or marketing by third parties of the products of, or products licensed by,
the Company or any of its Subsidiaries or (B) license any material intellectual
property rights to or from any third party, other than non-exclusive licenses
which may not be canceled without penalty by the Company or its Subsidiaries
upon written notice of 30 days or less;

         (o) except as required to comply with applicable law or agreements,
plans or arrangements existing on the date hereof, (A) take any action with
respect to, adopt, enter into, terminate or amend any employment, severance of
similar agreement or benefit plan for the benefit or welfare of any current or
former director, officer, employee or consultant or any collective bargaining
agreement, (B) increase in any material respect the compensation or fringe
benefits of, or pay any bonus to, any director, officer, key employee or
consultant, (C) amend or accelerate the payment, right to payment or vesting of
any compensation or benefits, including any outstanding options or any
restricted stock awards (other than the acceleration of the Company's Stock
Options for the purpose of treatment of such options under Section 7.8 hereof),
(D) pay any material benefit not provided for as of the date of this Agreement
under any benefit plan, (E) grant any awards under any bonus, incentive,
performance or other compensation plan or arrangement or benefit plan, including
the grant of stock options, stock appreciation rights, stock based or stock
related awards, performance units or restricted stock, or the removal of
existing restrictions in any benefit plans or agreements or awards made
thereunder, or (F) take any action other than in the Ordinary Course of Business
to fund or in any other way secure the

                                     - 39 -

<PAGE>

payment of compensation or benefits under any employee plan, agreement, contract
or arrangement or benefit plan;

         (p) make or rescind any Tax election, settle or compromise any Tax
liability or amend any Tax return;

         (q) commence any offering of Shares pursuant to the ESPP (as defined in
Section 7.9);

         (r) initiate, compromise or settle any material litigation or
arbitration proceeding;

         (s) open or close any material facility or office;

         (t) fail to maintain insurance at levels substantially comparable to
levels existing as of the date of this Agreement;

         (u) fail to pay accounts payable and other obligations in the Ordinary
Course of Business; or

         (v) authorize any of, or commit or agree, in writing or otherwise, to
take any of, the foregoing actions or any action which would cause any
representation or warranty of the Company set forth in this Agreement to be
inaccurate under the applicable standard included in paragraph (E) of Annex I,
or would materially impair or prevent the satisfaction of any condition in Annex
                                                                           -----
I or Article VIII.
-

  6.2    Confidentiality. The parties acknowledge that the Parent and the
         ---------------
Company have previously executed a confidentiality agreement, dated as of August
6, 2001 (the "Confidentiality Agreement"), which Confidentiality Agreement shall
continue in full force and effect in accordance with its terms, except as
expressly modified herein.

                                  ARTICLE VII

                              ADDITIONAL AGREEMENTS
                              ---------------------

  7.1    No Solicitation.
         ---------------

         (a) Neither the Company nor any of its Subsidiaries shall, and the
Company shall cause its or their directors, officers, employees, investment
bankers, attorneys, accountants or other agents, advisors or representatives
(such directors, officers, employees, investment bankers, attorneys,
accountants, other agents, advisors and representatives, collectively,
"Representatives") not to, directly or indirectly: (i) solicit, initiate,
participate, encourage or take any other action which facilitate, any inquiries
or the making of any proposal or offer that constitutes, or may reasonably be
expected to lead to, any Acquisition Proposal (as defined in Section 7.1(f)) or
(ii) enter into, continue or otherwise participate in any discussions or

                                     - 40 -

<PAGE>

negotiations regarding, furnish to any person any information with respect to,
assist or participate in any effort or attempt by any person with respect to, or
otherwise cooperate in any way with, any Acquisition Proposal. Notwithstanding
the foregoing, prior to the acceptance for payment of any Shares pursuant to the
Offer (the "Specified Time"), the Company may, to the extent required by the
fiduciary obligations of the Company Board, as determined in good faith by the
Company Board after consultation with outside counsel, in response to a Superior
Proposal (as defined in Section 7.1(f)) that did not result from a breach of
this Section 7.1, and subject to compliance with Section 7.1(c), (x) furnish
information with respect to the Company to the person making such Superior
Proposal pursuant to a customary confidentiality agreement not less restrictive
of the other party than the Confidentiality Agreement and (y) participate in
discussions or negotiations with such person regarding any Superior Proposal.
Without limiting the foregoing, it is agreed that any violation of the
restrictions set forth in this Section 7.1(a) by any Representative of the
Company or any of its Subsidiaries, whether or not such person is purporting to
act on behalf of the Company or otherwise, shall be deemed to be a breach of
this Section 7.1(a) by the Company.

         (b) The Company Board shall recommend the Offer and the Merger to the
Company stockholders, and neither the Company Board nor any committee thereof
shall (i) except as set forth in this Section 7.1, withdraw or modify, or
propose to withdraw or modify, in a manner adverse to the Parent or the Merger
Sub, the approval or recommendation by the Company Board or any such committee
of this Agreement, the Offer or the Merger; (ii) cause or permit the Company to
enter into any letter of intent, memorandum of understanding, agreement in
principle, acquisition agreement, merger agreement or similar agreement (an
"Acquisition Agreement") constituting or relating to any Acquisition Proposal;
or (iii) adopt, approve or recommend, or propose to adopt, approve or recommend,
any Acquisition Proposal. Notwithstanding the foregoing, prior to the Specified
Time and from the third business day following the Parent's receipt of written
notice advising the Parent that the Company Board has decided to accept a
Superior Proposal, specifying the material terms and conditions of such Superior
Proposal and identifying the person making such Superior Proposal, the Company
Board may, in response to a Superior Proposal that did not result from a breach
of this Section 7.1, withdraw or modify the recommendation by the Company Board
of this Agreement, the Offer or the Merger or terminate this Agreement, if the
Company Board determines in good faith, after consultation with outside counsel,
that failure to do so would be inconsistent with its fiduciary obligations (and
concurrently therewith causes the Company to enter into an Acquisition Agreement
with respect to such Superior Proposal). Nothing in this Section 7.1 shall be
deemed to permit the Company to take any action described in clauses (ii) or
(iii) of the first sentence of this Section 7.1(b) unless it has terminated this
Agreement pursuant to Section 9.1(e) and paid to the Parent the fees specified
in Section 9.3.

         (c) The Company shall immediately advise the Parent orally, with
written confirmation to follow within 24 hours, of any Acquisition Proposal or
any request for nonpublic information in connection with any Acquisition
Proposal, or any inquiry with respect to, or that could reasonably be expected
to lead to any Acquisition Proposal, the material terms and conditions of any
such Acquisition Proposal or inquiry and the identity of the person making any

                                     - 41 -

<PAGE>

such Acquisition Proposal or inquiry. The Company shall not provide any
information to or participate in discussions or negotiations with the person or
entity making any Superior Proposal until two business days after the Company
has first notified the Parent of such Acquisition Proposal as required by the
preceding sentence. The Company shall (i) keep the Parent informed of the status
and details (including any change to the terms) of any such Acquisition Proposal
or inquiry, and (ii) if the Parent shall make a counterproposal, consider and
cause its financial and legal advisors to negotiate on its behalf in good faith
with respect to the terms of such counterproposal. Contemporaneously with
providing any information to a third party in connection with any such Superior
Proposal or inquiry, the Company shall furnish a copy of such information to the
Parent.

         (d) Nothing contained in this Agreement shall be deemed to prohibit the
Company from taking and disclosing to its stockholders a position with respect
to a tender or exchange offer by a third party required pursuant to Rule 14d-9
and 14e-2(a) promulgated under the Exchange Act; provided, however, that, except
                                                 --------  -------
as set forth in Section 7.1(b), in no event shall the Company Board or any
committee thereof withdraw or modify, or propose to withdraw or modify, its
position with respect to this Agreement, the Offer or the Merger or adopt,
approve or recommend, or propose to adopt, approve or recommend, any Acquisition
Proposal.

         (e) The Company shall, and shall cause its Subsidiaries and its and
their Representatives to, cease immediately all discussions and negotiations
regarding any proposal that constitutes, or may reasonably be expected to lead
to, an Acquisition Proposal. The Company shall use its reasonable best efforts
to have all copies of all nonpublic information it or its Subsidiaries and its
and their Representatives have distributed on or prior to the date of this
Agreement to other potential purchasers returned to the Company as soon as
possible.

         (f) For purposes of this Agreement:

         "Acquisition Proposal" means (i) any inquiry, proposal or offer for a
merger, consolidation, dissolution, sale of substantial assets, tender offer,
recapitalization, share exchange or other business combination involving the
Company or any of its Subsidiaries, (ii) any proposal for the issuance by the
Company or any of its Subsidiaries of over 15% of its equity securities
(provided that, so long as the Stockholder Agreements are in full force and
effect without material breach thereof solely for purposes of Section
9.3(b)(iii), such percentage shall be 40% of its equity securities) or (iii) any
proposal or offer to acquire in any manner, directly or indirectly, over 15%
(provided that, so long as the Stockholder Agreements are in full force and
effect without material breach there of solely for purposes of Section
9.3(b)(iii), such percentage shall be 40%) of the equity securities or
consolidated total assets of the Company, in each case other than the
transactions contemplated by this Agreement.

         "Superior Proposal" means any unsolicited, bona fide written proposal
made by a third party to acquire substantially all the equity securities or
assets of the Company, pursuant to a tender or exchange offer, a merger, or a
sale of its assets, (i) on terms which the Company Board determines, at a duly
constituted meeting of the Company Board or by unanimous written

                                     - 42 -

<PAGE>

consent, in its reasonable good faith judgment to be reasonably likely to be
more favorable, both financially and otherwise, to the holders of Company Common
Stock than the transactions contemplated by this Agreement (after receiving the
advice of the Company's independent financial advisor that the value of the
consideration provided for in such proposal exceeds the value of the
consideration provided for in the Merger), taking into account all the terms and
conditions of such proposal and this Agreement (including any proposal by the
Parent to amend the terms of this Agreement) and (ii) that in the good faith
judgment of the Company Board (after consultation with outside counsel) is
reasonably capable of being completed timely on the terms proposed, taking into
account all financial, regulatory, legal and other aspects of such proposal; and
for which financing, to the extent required, is then committed or which, in the
reasonable good faith judgment of the Company Board, as expressed in a
resolution adopted at a duly constituted meeting (based on the advice of the
Company's independent financial advisor), is reasonably capable of being
obtained by such third party.

  7.2    Efforts; Consents, Notices and Approvals.
         ----------------------------------------

         (a) General. Subject to the terms and conditions herein provided, each
             -------
of the parties hereto shall use its reasonable best efforts to take, or cause to
be taken, all actions and to do, or cause to be done, all things necessary,
proper or advisable to consummate and make effective, as promptly as practicable
following the date of this Agreement, the Offer, the Merger and the other
transactions contemplated by this Agreement and the Stockholder Agreements, and
to cooperate with each of the other parties hereto in connection with the
foregoing, including using its reasonable best efforts: (A) to obtain all
necessary waivers, consents and approvals from third parties; (B) to obtain all
necessary consents, approvals and authorizations as are required to be obtained
under any federal, state or foreign laws or regulations; (C) to lift or rescind
any injunction or restraining order or other order adversely affecting the
ability of the parties to consummate the transactions contemplated hereby; (D)
to effect all necessary registrations and filings, including filings under the
HSR Act and submissions of information requested by governmental authorities;
and (E) to fulfill all conditions to this Agreement. Notwithstanding anything to
the contrary contained in this Agreement, in connection with any filing or
submission required or action to be taken by either the Parent or the Company to
effect the Offer, the Merger and to consummate the other transactions
contemplated hereby, the Company shall not, without the Parent's prior written
consent, commit to any divestiture transaction, and neither the Parent nor any
of its Affiliates shall be required to divest or hold separate or otherwise take
or commit to take any action that limits its freedom of action with respect to,
or its ability to retain, the Company or any of the businesses or assets of the
Parent or any of its Affiliates or that otherwise would result in a change,
event, circumstance, development or effect that is or is reasonably likely to
have a materially adverse effect on the business, assets, liabilities,
capitalization, prospects, condition (financial or other), or results of
operations of the Parent and the Affiliates of Parent which are controlled by
Parent ("Controlled Parent Affiliates"), taken as a whole, or of any of Parent's
other Affiliates.

         (b) Without limitation, for purposes of the foregoing, the obligation
of the Parent and the Merger Sub to use "reasonable best efforts" to obtain
waivers, consents and

                                     - 43 -

<PAGE>

approvals to loan agreements, leases and other contracts shall not include any
obligation to agree to a modification of the terms of such documents, or to make
any guaranty or monetary payment in consideration of such waiver, consent or
approval.

         (c) Notifications by Company. The Company shall confer with the Parent
             ------------------------
on a regular and frequent basis as reasonably requested by the Parent concerning
operational matters and promptly advise the Parent orally and in writing of any
change or event having, or which, insofar as reasonably can be foreseen, could
have, a Material Adverse Effect. The Company shall promptly provide to the
Parent (or its counsel) copies of all filings made by the Company with any
Governmental Entity in connection with this Agreement and the transactions
contemplated hereby.

         (d) State Takeover Law. Without limiting the generality of Section
             ------------------
7.2(a), if any "fair price" or "business combination" or "control share
acquisition" or "anti-takeover" statute, or other similar statute or regulation
or any state "blue sky" statute shall become applicable to the transactions
contemplated by this Agreement or by the Stockholder Agreements, the Company and
the Company Board shall grant such approvals and take such actions as are
necessary so that the transactions contemplated hereby and thereby may be
consummated as promptly as practicable on the terms contemplated hereby and
thereby, and otherwise act to minimize the effects of such statute or regulation
on the transactions contemplated hereby or thereby.

  7.3    Notification of Certain Matters.
         -------------------------------

         (a) By the Company. The Company shall give prompt notice to the Parent
             --------------
of (i) the inaccuracy of representation or warranty made by the Company
contained in this Agreement that is qualified as to materiality becoming untrue
or inaccurate in any respect or any such representation or warranty that is not
so qualified becoming untrue or inaccurate in any material respect, or (ii) the
failure by the Company to comply with or satisfy in any material respect any
covenant, condition or agreement to be complied with or satisfied by it under
this Agreement; provided, however, that no such notification shall be deemed to
                --------  -------
cure any breach or otherwise affect the representations, warranties, covenants
or agreements of the Company or the conditions to the obligations of the parties
hereunder. Without limiting the foregoing, the Company shall, promptly and in
any event within 24 hours after it has notice of any of the following, notify
the Parent of:

             (i)  any notice or other communication from any person alleging
         that the consent of such person is or may be required in connection
         with the transactions contemplated by this Agreement;

             (ii) any notice or other communication from any Governmental
         Entity in connection with the transactions contemplated by this
         Agreement; and


                                     - 44 -

<PAGE>

             (iii) any actions, suits, claims, investigations or proceedings
          commenced or, to the best of its knowledge, threatened against,
          relating to or involving or otherwise affecting the Company or any
          Subsidiary which, if pending on the date of this Agreement would have
          been required to have been disclosed pursuant to this Agreement or
          which relate to the consummation of the transaction contemplated
          hereby.

         (b) By the Parent. The Parent shall give prompt notice to the Company
             -------------
of (i) any representation or warranty made by the Parent or the Merger Sub
contained in this Agreement that is qualified as to materiality becoming untrue
or inaccurate in any respect or any such representation or warranty that is not
so qualified becoming untrue or inaccurate in any material respect, or (ii) the
failure by the Parent or the Merger Sub to comply with or satisfy in any
material respect any covenant, condition or agreement to be complied with or
satisfied by them under this Agreement; provided, however, that no such
                                        --------  -------
notification shall be deemed to cure any breach or otherwise affect the
representations, warranties, covenants or agreements of the Parent or the Merger
Sub or the conditions to the obligations of the parties hereunder.

  7.4    Company Stockholder Approval of the Merger.
         ------------------------------------------

         (a) Calling of Company Stockholders Meeting. If the approval of this
             ---------------------------------------
Agreement by the stockholders of the Company is required under the GBCC in order
to consummate the Merger, the Company shall, acting through the Company Board,
at the Parent's request, as soon as practicable following the acceptance for
payment of, and payment for, Shares by the Merger Sub in the Offer (coordinating
the timing thereof with the Parent), duly call, give notice of, convene and hold
a meeting of its stockholders (the "Company Stockholders Meeting") for the
purpose of obtaining such stockholder approval. The Company shall, through the
Company Board, recommend to its stockholders that they approve this Agreement
and approve the Merger. Without limiting the generality of the foregoing, the
Company agrees that its obligations pursuant to the first sentence of this
Section 7.4(a) shall not be affected by (i) the commencement, public proposal,
public disclosure or communication to the Company of any Acquisition Proposal or
(ii) the withdrawal or modification by the Company Board of its approval or
recommendation of this Agreement, the Offer or the Merger. Notwithstanding the
foregoing, if the Merger Sub or any other subsidiary of the Parent shall acquire
at least 90% of the outstanding Shares, the parties shall, at the request of the
Parent, take all necessary and appropriate action to cause the Merger to become
effective as soon as practicable after the expiration of the Offer without a
stockholders meeting in accordance with Section 14-2-1104 of the GBCC. To the
extent permitted by the GBCC and Article 7.1 of the Company's Articles of
Incorporation, as amended, and in accordance with all relevant provisions
thereof, at Parent's request, the Company shall take all necessary and
appropriate action to obtain the requisite approval and adoption by the
Company's stockholders of this Agreement and the Merger by written consent
without a meeting.

         (b) Preparation of Proxy Statement. If the approval of this Agreement
             ------------------------------
by the stockholders of the Company is required under the GBCC in order to
consummate the Merger,

                                     - 45 -

<PAGE>

the Company shall, at the Parent's request, as soon as practicable following the
acceptance for payment of, and payment for, shares by the Merger Sub in the
Offer, prepare and file with the SEC a proxy or information statement (the
"Proxy Statement") in accordance with the Exchange Act and any other applicable
laws, and will use its commercially reasonable efforts to respond to any
comments of the SEC or its staff and to cause the Proxy Statement to be mailed
to the Company's stockholders as promptly as practicable after responding to all
such comments to the satisfaction of the staff. The Company shall notify the
Parent promptly upon the receipt of any comments from the SEC or its staff or
any other government officials and of any request by the SEC or its staff or any
other government officials for amendments or supplements to the Proxy Statement
or for additional information, and shall supply the Parent with copies of all
correspondence between the Company or any of its representatives, on the one
hand, and the SEC, or its staff, or any other government officials on the other
hand with respect to the Proxy Statement. The Company shall consult with the
Parent and its counsel prior to responding to any comments from the SEC or its
staff or any other government officials. If at any time prior to the Company
Stockholders Meeting there shall occur any event that should be set forth in an
amendment or supplement to the Proxy Statement, the Company shall promptly
prepare and mail to its stockholders and file with the SEC any such amendment or
supplement. The Company shall not mail any Proxy Statement, or any amendment or
supplement thereto, to the Company's stockholders unless it has first obtained
the consent of the Parent to such mailing, which consent shall not be
unreasonably withheld.

             (c) Voting of Shares by the Parent and the Merger Sub. The Parent
                 -------------------------------------------------
shall cause all Shares purchased by the Merger Sub pursuant to the Offer and all
other Shares owned by the Parent or the Merger Sub or any other subsidiary of
the Parent to be voted in favor of the approval of this Agreement.

         7.5 Access to Information. The Company shall, and shall cause each of
             ---------------------
its Subsidiaries and the Company's and such Subsidiaries' Representatives to,
afford to the Parent and its Representatives reasonable access, at all
reasonable times, during the period prior to the Effective Time, to all of the
Company's and any of its Subsidiaries', properties, books, records, contracts,
commitments and personnel and shall furnish the Parent all financial, operating
and other data and information as the Parent may reasonably request. Unless
otherwise required by law, the Parent will hold any such information which is
nonpublic in confidence in accordance with the Confidentiality Agreement.
Without limiting the generality of the foregoing, the Company shall, within two
business days of any request therefor, provide to the Parent the information
described in Rule 14a-7(a)(2)(ii) under the Exchange Act and any information to
which a holder of Company Common Stock would be entitled under Section 14-2-1602
of the GBCC (assuming such holder met the requirements of such section). The
Company shall use its commercially reasonable efforts to secure for the Company
access to and copies of the workpapers of its independent public accountants. No
information or knowledge obtained in any investigation pursuant to this Section
or otherwise shall affect or be deemed to modify any representation or warranty
contained in the Agreement or the conditions to the obligations of the parties
to consummate the Offer or the Merger.

                                     - 46 -

<PAGE>

         7.6 Public Disclosure. Except as may be required by law or stock market
             -----------------
regulations, (i) the press release announcing the execution of this Agreement
shall be issued only in such form as shall be mutually agreed upon by the
Company and the Parent and (ii) the Parent and the Company shall each use its
reasonable best efforts to consult with the other party before issuing, and
provide each other with a reasonable opportunity to review and comment upon, any
other press release or otherwise making any public statement with respect to the
transactions contemplated by this Agreement, including the Offer and the Merger,
and shall not issue any such press release or make any such public statement
prior to using such efforts; provided that nothing in this Section 7.6 shall be
deemed to prohibit any party from making any disclosure which its counsel deems
necessary or advisable in order to satisfy such party's disclosure obligations
imposed by law.

         7.7 Indemnification.
             ---------------

         (a) For a period of six years from and after the Effective Time, in the
event of any threatened or actual claim, action, suit, proceeding, or
investigation, whether civil, criminal, or administrative, including, without
limitation, any such claim, action, suit, proceeding or investigation in which
any person who is now, or has been at any time prior to the date of this
Agreement, a director or officer of the Company (the "Indemnified Parties") is,
or is threatened to be, made a party based in whole or in part on, or arising in
whole or in part out of, or pertaining to (i) the fact that he or she is or was
a director, officer, or employee of the Company, or (ii) this Agreement or any
of the transactions contemplated hereby, whether in any case asserted or arising
before or after the Effective Time, the Surviving Corporation shall indemnify
and hold harmless, as and to the fullest extent permitted by law, each such
Indemnified Party against any liability (including reasonable attorneys' fees
and expenses in advance of the final disposition of any claim, suit, proceeding,
or investigation to each Indemnified Party to the fullest extent permitted by
law upon receipt of any undertaking required by applicable law in form and
substance which is reasonably satisfactory to the Surviving Corporation),
judgments, fines, and amounts paid in settlement in connection with any such
threatened or actual claim, action, suit, proceeding, or investigation, and in
the event of any such threatened or actual claim, action, suit, proceeding, or
investigation (whether asserted or arising before or after the Effective Time),
the Indemnified Parties may retain counsel reasonably satisfactory to them;
provided, however, that (a) the Surviving Corporation shall have the right to
assume the defense thereof and upon such assumption the Surviving Corporation
shall not be liable to any Indemnified Party for any legal expenses of other
counsel or any other expenses subsequently incurred by any Indemnified Party in
connection with the defense thereof, except that if the Surviving Corporation
elects not to assume such defense or counsel for the Indemnified Parties
reasonably advises the Indemnified Parties that there are issues which raise
conflicts of interest between the Surviving Corporation and the Indemnified
Parties, the Indemnified Parties may retain one (but only one) counsel
reasonably satisfactory to them and Surviving Corporation, and in such instance
the Surviving Corporation shall pay the reasonable fees and expenses of such
counsel for the Indemnified Parties, (b) the Surviving Corporation shall not be
liable for any settlement effected without its prior written consent, and (c)
the Surviving Corporation shall have no obligation hereunder to any Indemnified
Party when and if a court of competent jurisdiction shall

                                     - 47 -

<PAGE>

ultimately determine, and such determination shall have become final and
nonappealable, that indemnification of such Indemnified Party in the manner
contemplated hereby is prohibited by applicable law.

         (b) The Surviving Corporation agrees that all rights to indemnification
and all limitations on liability existing in favor of the directors, officers,
and employees of the Company and its Subsidiaries (the "Covered Parties") as
provided in their respective articles of incorporation, bylaws, or similar
governing instruments as in effect as of the date of this Agreement with respect
to matters occurring prior to the Effective Time shall survive the Merger and
shall continue in full force and effect, and shall be honored by such entities
or their respective successors as if they were the indemnifying party
thereunder, without any amendment thereto, for a period of six years after the
Effective Time; provided, further, however, that nothing contained in this
Section 7.7(b) shall be deemed to preclude the liquidation, consolidation, or
merger of the Company or any Company Subsidiary, in which case all of such
rights to indemnification and limitations on liability shall be deemed to so
survive and continue notwithstanding any such liquidation, consolidation, or
merger. Without limiting the foregoing, in any case in which approval by the
Surviving Corporation is required to effectuate any indemnification, the Parent
shall direct, at the election of the Indemnified Party, that the determination
of any such approval shall be made after consultation with independent counsel
mutually agreed upon between the Surviving Corporation and the Indemnified
Party.

         (c) The Parent, from and after the Effective Time, will directly or
indirectly cause the persons who served as directors or officers of the Company
at or before the Effective Time to be covered by the Company's existing
directors' and officers' liability insurance policy (provided that the Parent
may substitute therefor policies of substantially similar coverage and amounts
containing terms and conditions which are not less advantageous than such
policy), provided that the Parent shall not be required to pay an annual premium
for such insurance in excess of 200% of the last annual premiums paid prior to
the date hereof (which premiums the Company has disclosed to the Parent), but in
such case shall purchase as much coverage as possible for such amount. Such
insurance coverage shall commence at the Effective Time and will be provided for
a period of no less than six years after the Effective Time.

         (d) If the Parent or any of its successors or assigns shall consolidate
with or merge into any other person and shall not be the continuing or surviving
person of such consolidation or merger or shall transfer all or substantially
all of its assets to any person, then and in each case, proper provision shall
be made so that the successors and assigns of the Parent shall assume the
obligations set forth in this Section 7.7.

  7.8    Company Stock Options; Warrants; Convertible Debt.
         -------------------------------------------------

         (a) Payment for Company Stock Options. As soon as practicable following
             ---------------------------------
the date of this Agreement, the Company Board (or, if appropriate, any committee
administering the Company Stock Plans) shall adopt such resolutions or take such
other actions as are required to adjust the terms of all outstanding Company
Stock Options heretofore granted under any

                                     - 48 -

<PAGE>

Company Stock Plan to provide that each Company Stock Option outstanding shall
be canceled in exchange for a cash payment by the Company at the Effective Time
of an amount equal to (i) the excess, if any, of (x) the Merger Consideration
per Share over (y) the exercise price per Share subject to such Company Stock
Option, multiplied by (ii) the number of Shares for which such Company Stock
Option shall not theretofore have been exercised. The Company shall use its best
efforts to obtain all consents of the holders of the Company Stock Options as
shall be necessary to effectuate the foregoing. Notwithstanding anything to the
contrary contained in this Agreement, payment shall, at the Parent's request, be
withheld in respect of any Company Stock Option until all necessary consents are
obtained.

         (b) Withholding Taxes; Consents Required; No Acceleration. All amounts
             -----------------------------------------------------
payable pursuant to this Section 7.8 shall be subject to any required
withholding of Taxes and shall be paid without interest.

         (c) Termination of Company Stock Plans. The Company Stock Plans shall
             ----------------------------------
terminate as of the Effective Time, and the provisions in any other Company
Employee Plan providing for the issuance, transfer or grant of any capital stock
of the Company or any interest in respect of any capital stock of the Company
shall terminate and be deleted as of the Effective Time or (if permissible) at
the Merger Sub's request, upon the initial acceptance of the Shares pursuant to
the Offer, and the Company shall ensure that following the Effective Time no
holder of a Company Stock Option or any participant in any Company Stock Plan or
other Company Employee Plan shall have any right thereunder to acquire any
capital stock of the Company or the Surviving Corporation.

         (d) Payment of Company Warrants. As soon as practicable following the
             ---------------------------
date of this Agreement, the Company Board shall adopt such resolutions or take
such other actions as are required to adjust the terms of all outstanding
Company Warrants heretofore granted to provide that each Company Warrant
outstanding shall be canceled in exchange for a cash payment by the Company at
the Effective Time of an amount equal to (i) the excess, if any, of (x) the
Merger Consideration per Share over (y) the exercise price per Share subject to
such Company Warrant, multiplied by (ii) the number of Shares for which such
Company Warrant shall not theretofore have been exercised. The Company shall use
its commercially reasonable efforts to obtain all consents of the holders of the
Company Warrants as shall be necessary to effectuate the foregoing.

         (e) Treatment of Convertible Debt. The Company shall take all actions
             -----------------------------
necessary to block the conversion into Company Common Stock of any unpaid
principal and interest outstanding under that certain Amended and Restated
Credit Agreement, dated February 27, 2001, between the Company and Omnicom
Finance, Inc., as amended (the "Company Credit Agreement") including, but not
limited to issuing a conversion blockage notice and prepaying any unpaid
principal and interest thereunder in cash within ten business days after the
delivery of such conversion blockage notice. The Company shall repay all unpaid
amounts of principal and interest under the Company Credit Agreement in full
prior to the Effective Time. Unless the obligation to make such repayment is
waived by Parent, Parent shall provide financing on commercially reasonable
terms in light of the nature of this transaction in amounts sufficient to

                                     - 49 -

<PAGE>

satisfy such obligation to Omnicom Finance, Inc. under the terms of the Company
Credit Agreement as in effect on the date of this Agreement.

         7.9  Employee Stock Purchase Plan. As soon as practicable following the
              ----------------------------
date of this Agreement, the Company Board or, if appropriate, any committee
administering the Company 2000 Employee Stock Purchase Plan (the "ESPP"), shall,
if permitted by the terms of the ESPP, adopt such resolutions or take such
actions as are required to (i) cancel all options under such plan and (ii)
terminate such plan prior to the Effective Time and return all payroll
deductions credited to the participants in such plan entitled thereto.

         7.10 Stockholder Litigation. The Company shall keep the Parent fully
              ----------------------
informed of any stockholder litigation against the Company and its directors
relating to any Transaction; provided, however, that no settlement of any such
litigation shall be agreed to without the Parent's consent.

         7.11 401(k) Plan. In the event Closing occurs before October 1, 2001,
              -----------
the Company will amend its 401(k) Plan to provide that it covers only employees
of the Company.

                                  ARTICLE VIII

                                   CONDITIONS
                                   ----------

         8.1  Conditions to Obligation of Each Party to Effect the Merger. The
              -----------------------------------------------------------
respective obligations of each party to effect the Merger shall be subject to
the fulfillment at or prior to the Effective Time of each of the following
conditions:

              (a) the Parent or the Merger Sub shall have made, or caused to be
made, the Offer on the terms and conditions set forth therein and shall have
purchased, or caused to be purchased, all Shares validly tendered and not
withdrawn pursuant to the Offer;

              (b) this Agreement and the Merger shall have been approved and
adopted by the requisite vote or consent of the stockholders of the Company, if
any, required by the GBCC and the Company's Articles of Incorporation, as
amended;

              (c) any requisite waiting period (and any extension thereof)
applicable to the consummation of the Merger under the HSR Act and any other
applicable competition, merger, control, antitrust or similar law or regulation
shall have expired or been terminated; and

             (d) no temporary restraining order, preliminary or permanent
injunction or other order, decree or ruling issued by a court of competent
jurisdiction or by any Governmental Entity nor any statute, rule, regulation or
executive order promulgated or enacted by any Governmental Entity shall be in
effect, which would make the acquisition or holding by the Parent or its
subsidiaries of the Shares or shares of common stock of the Surviving
Corporation illegal or otherwise prevent the consummation of the Merger.

                                     - 50 -

<PAGE>

                                   ARTICLE IX

                        TERMINATION, AMENDMENT AND WAIVER
                        ---------------------------------

  9.1    Termination. This Agreement may be terminated at any time prior to
         -----------
the Effective Time, whether prior to or after approval by the stockholders of
the Company, as follows:

         (a)    subject to Section 1.3(c), by mutual written consent of the
Parent and the Company;

         (b)    by either the Parent or the Company:

                (i)  if (x) as a result of the failure of any of the offer
         conditions set forth in Annex I the Offer shall have terminated or
                                 -------
         expired in accordance with its terms without the Merger Sub having
         accepted for payment any Shares pursuant to the Offer or (y) the Merger
         Sub shall not have accepted for payment any Shares pursuant to the
         Offer on or before November 20, 2001, provided that if on such date
         each of the offer conditions other than the HSR Condition has been
         fulfilled or is capable of being fulfilled, then such date shall be
         extended to January 20, 2002 (as applicable, the "Outside Date");
         provided, further, however, that the right to terminate this Agreement
         --------  -------  -------
         pursuant to this Section 9.1(b)(i) shall not be available to any party
         whose failure to fulfill any obligations under this Agreement has been
         a principal cause of or resulted in the failure of the Offer to be
         consummated on or before the Outside Date; or

                (ii) if any Governmental Entity issues an order, decree or
         ruling or takes any other action permanently enjoining, restraining or
         otherwise prohibiting the acceptance for payment of, or payment for,
         any Shares pursuant to the Offer or the Merger and such order, decree,
         ruling or other action shall have become final and nonappealable;
         provided, however, that the right to terminate this Agreement pursuant
         to this Section 9.1(b)(ii) shall not be available to any party which
         has not performed its obligations under Section 7.2;

         (c) by the Parent prior to the purchase of Shares pursuant to the
Offer:

                (i)  in the event of a breach by the Company of any
         representation, warranty, covenant or other agreement contained in this
         Agreement which (X) would give rise to the failure of a condition set
         forth in paragraph (ii)(E) or (ii)(F) of Annex I and (Y) cannot be or
                                                  -------
         has not been cured within 20 days after the giving of written notice to
         the Company; or

                (ii) if the Parent is entitled to terminate the Offer as a
         result of the occurrence of any event set forth in paragraph (ii)(G) of
         Annex I or if the Company breaches Section 7.1.
         -------

                                     - 51 -

<PAGE>

         (d) by the Company, prior to the purchase of any Shares pursuant to the
Offer, if the Parent or the Merger Sub breaches or fails to perform in any
material respect any of their respective representations, warranties or
covenants contained in this Agreement, which breach or failure to perform
materially impairs the Parent's and the Merger Sub's ability to consummate the
Offer or the Merger and which breach or failure to perform cannot be or has not
been cured within 20 days after the giving of written notice to the Parent of
such breach (provided that the Company is not then in material breach of any
representation, warranty or covenant contained in this Agreement); or

         (e) by the Company in connection with entering into a definitive
agreement as permitted by Section 7.1(b), provided the Company has complied with
all provisions thereof, including the notice provisions therein, and that the
Company makes simultaneous payment to the Parent of funds as required by Section
9.3(b).

  9.2    Effect of Termination. In the event of the termination of this
         ---------------------
Agreement as provided in Section 9.1, all obligations and agreements of the
parties set forth in this Agreement shall forthwith terminate and be of no
further force or effect, and there shall be no liability on the part of the
Parent, the Merger Sub or the Company hereunder, except as set forth in 4.24,
Section 5.5, Section 6.2, this Section 9.2, Section 9.3 and Article X, which
provisions shall survive such termination; provided that the foregoing shall not
relieve any party for liability for a willful or intentional breach of this
Agreement.

  9.3    Fees and Expenses.
         -----------------

         (a) General. Except as otherwise provided in Section 9.2 or this
             -------
Section 9.3, each party shall bear all of the fees and expenses incurred by it
in connection with the negotiation and performance of this Agreement, and no
party may recover any such fees and expenses from the other parties upon any
termination of this Agreement.

         (b) Payment of Fees by the Company to the Parent. The Company shall
             --------------------------------------------
immediately pay to the Parent the following amounts under the circumstances and
on the terms set forth as follows, in cash by wire transfer of same-day
available funds if:

             (i)   the Company terminates this Agreement pursuant to Section
         9.1(e), the Company shall pay the Termination Fee (as defined in
         Section 9.3(c)) within one business day following such termination;

             (ii)  the Parent terminates this Agreement pursuant to Section
         9.1(c)(ii) or as a result of the Company's breach of or failure to
         perform Section 7.1, the Company shall pay the Termination Fee within
         one business day following such termination; and

             (iii) the Parent terminates this Agreement pursuant to Section
         9.1(c)(i) and after the date hereof and prior to such termination an
         Acquisition Proposal shall have been made (x) the Company shall pay the
         Expenses of the Parent upon

                                     - 52 -

<PAGE>

         demand, and (y) if concurrently therewith or within nine months
         thereafter, the Company enters into a merger agreement, acquisition
         agreement or similar agreement (including a letter of intent) with
         respect to an Acquisition Proposal, or an Acquisition Proposal is
         consummated, then, the Company shall pay the Termination Fee upon the
         earlier of the execution of such agreement or upon consummation of such
         Acquisition Proposal.

         (c) Termination Fee and Expenses. For the purpose of this Agreement,
             ----------------------------
(i) "Expenses" means documented out-of-pocket fees and expenses incurred or paid
by or on behalf of the Parent and/or the Merger Sub in connection with the
Offer, the Merger or the consummation of any of the transactions contemplated by
this Agreement, including all fees and expenses of law firms, investment banking
firms, accountants, experts and consultants to the Parent and/or the Merger Sub,
and (ii) "Termination Fee" means $8,000,000, less the aggregate amount of
Expenses paid to the Parent pursuant to this Agreement.

  9.4 Amendment. At any time prior to the Effective Time, the parties may amend,
      ---------
modify and supplement this Agreement in any and all respects, whether before or
after any vote of the stockholders of the Company contemplated hereby; provided,
                                                                       --------
however, that after any such stockholder approvals shall have been obtained, no
-------
amendment shall be made which, under applicable law, requires the further
approval of such stockholders without such approval. Any such amendment,
modification or supplement shall be valid only if set forth in a written
instrument executed and delivered by a duly authorized officer on behalf of each
of the parties.

  9.5 Extension; Waiver. At any time prior to the Effective Time, the parties
      -----------------
may (a) extend the time for the performance of any of the obligations or other
acts of the other parties, (b) waive any inaccuracies in the representations and
warranties of the other parties contained in this Agreement or in any document
delivered pursuant to this Agreement, or (c) subject to the proviso in Section
9.4, waive compliance with any of the agreements or conditions of the other
parties contained in this Agreement. Any agreement on the part of a party to any
such extension or waiver shall be valid only if set forth in a written
instrument executed and delivered by a duly authorized officer on behalf of such
party. The failure of any party to this Agreement to assert any of its rights
under this Agreement or otherwise shall not constitute a waiver of such rights.

  9.6 Procedure for Termination, Amendment, Extension or Waiver. A termination
      ---------------------------------------------------------
of this Agreement pursuant to Section 9.1, an amendment, modification or
supplement of this Agreement pursuant to Section 9.4 or an extension or waiver
of this Agreement pursuant to Section 9.5 shall, in order to be effective,
require, in the case of the Merger Sub or the Company, action by its Board of
Directors or the duly authorized designee of its Board of Directors (which, in
the case of the Company, shall include the approval contemplated by Section
1.3(c)).

                                     - 53 -

<PAGE>

                                   ARTICLE X

                                  MISCELLANEOUS
                                  -------------

         10.1 Nonsurvival of Representations and Warranties. The respective
              ---------------------------------------------
representations and warranties of the Company, the Parent and the Merger Sub
contained in this Agreement shall expire with, and be terminated and
extinguished upon, the Effective Time. This Section 10.1 shall have no effect
upon any other obligation of the parties hereto, whether to be performed before
or after the consummation of the Merger.

         10.2 Notices. All notices and other communications hereunder shall be
              -------
in writing and shall be deemed duly delivered if delivered by hand, by facsimile
transmission, or by courier or overnight carrier to the persons at the addresses
set forth below:

              (a) If to the Parent or the Merger Sub:

                  c/o CareerBuilder, Inc.
                  10970 Parkridge Boulevard
                  Suite 200
                  Reston, VA  20191
                  Attention:  Robert J. McGovern
                  Facsimile No.:  703-259-5510


                  with a copy to:

                      Hale and Dorr LLP
                      11951 Freedom Drive, Suite 1400
                      Reston, Virginia 20190

                  Attention:       Donald L. Toker, Jr., Esq.
                  Facsimile No.    (703) 654-7100

              (b) If to the Company:

                  333 Research Court
                  Suite 200
                  Norcross, GA  30092
                  Attention:  Robert M. Montgomery
                  Facsimile No.:

                  with a copy to:

                      Alston & Bird LLP

                                     - 54 -

<PAGE>

                 1201 West Peachtree Street
                 Atlanta, GA  30390

             Attention:       J. Vaughan Curtis, Esq.
             Telecopy No.:    (404) 881-7777


         Any party to this Agreement may give any notice or other communication
hereunder using any other means (including personal delivery, messenger service,
telecopy, telex, ordinary mail or electronic mail), but no such notice or other
communication shall be deemed to have been duly given unless and until it
actually is received by the party for whom it is intended.

         Any party to this Agreement may change the address to which notices and
other communications hereunder are to be delivered by giving the other parties
to this Agreement notice in the manner herein set forth.

         10.3 Entire Agreement. This Agreement (including the Schedules and
              ----------------
Exhibits hereto) constitutes the entire agreement among the parties hereto and
supersedes any prior understandings, agreements or representations by or among
the parties hereto, or any of them, written or oral, with respect to the subject
matter hereof; provided that the Confidentiality Agreement shall remain in
effect in accordance with its terms.

         10.4 No Third Party Beneficiaries. Except as provided in Section 7.7
              ----------------------------
above, this Agreement is not intended, and shall not be deemed, to confer any
rights or remedies upon any other person other than the parties hereto and their
respective successors and permitted assigns, to create any agreement of
employment with any person or to otherwise create any third-party beneficiary
hereto.

         10.5 Assignment. Neither this Agreement nor any of the rights,
              ----------
interests or obligations under this Agreement may be assigned or delegated, in
whole or in part, by operation of law or otherwise by any of the parties hereto
without the prior written consent of the other parties, and any such assignment
without such prior written consent shall be null and void, except that the
Parent and/or the Merger Sub may assign this Agreement to any direct or indirect
wholly owned Subsidiary of the Parent without the consent of the Company,
provided that the Parent and/or the Merger Sub, as the case may be, shall remain
liable for all of its obligations under this Agreement. Subject to the preceding
sentence, this Agreement shall be binding upon, inure to the benefit of, and be
enforceable by, the parties hereto and their respective successors and permitted
assigns.

         10.6 Severability. Any term or provision of this Agreement that is
              ------------
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction. If the final judgment of a court of
competent jurisdiction declares that any term or provision hereof is invalid or
unenforceable, the

                                     - 55 -

<PAGE>

parties hereto agree that the court making such determination shall have the
power to limit the term or provision, to delete specific words or phrases, or to
replace any invalid or unenforceable term or provision with a term or provision
that is valid and enforceable and that comes closest to expressing the intention
of the invalid or unenforceable term or provision, and this Agreement shall be
enforceable as so modified. In the event such court does not exercise the power
granted to it in the prior sentence, the parties hereto agree to replace such
invalid or unenforceable term or provision with a valid and enforceable term or
provision that will achieve, to the extent possible, the economic, business and
other purposes of such invalid or unenforceable term.

         10.7  Counterparts and Signature. This Agreement may be executed in two
               --------------------------
or more counterparts, each of which shall be deemed an original but all of which
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each of the parties hereto and
delivered to the other parties, it being understood that all parties need not
sign the same counterpart. This Agreement may be executed and delivered by
facsimile transmission.

         10.8  Interpretation. When reference is made in this Agreement to an
               --------------
Article or a Section, such reference shall be to an Article or a Section of this
Agreement unless otherwise indicated. The table of contents, table of defined
terms and headings contained in this Agreement are for convenience of reference
only and shall not affect in any way the meaning or interpretation of this
Agreement. The language used in this Agreement shall be deemed to be the
language chosen by the Parties to express their mutual intent, and no rule of
strict construction shall be applied against any Party. Whenever the context may
require, any pronouns used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns and pronouns
shall include the plural, and vice versa. Any reference to any federal, state,
local or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise.
Whenever the words "include", "includes" or "including" are used in this
Agreement, including Annex I, they shall be deemed to be followed by the words
                     -------
"without limitation." For purposes of this Agreement, the Company shall not be
deemed to be an Affiliate or Subsidiary of the Merger Sub or the Parent. No
summary of this Agreement prepared by any party shall affect the meaning or
interpretation of this Agreement.

         10.9  Governing Law. This Agreement shall be governed by and construed
               -------------
in accordance with the internal laws of the State of Delaware without giving
effect to any choice or conflict of law provision or rule (whether of the State
of Delaware or any other jurisdiction) that would cause the application of laws
of any jurisdictions other than those of the State of Delaware; except to the
extent that the laws of the State of Georgia apply to the Merger and the rights
of the Company stockholders relative to the Merger.

         10.10 Remedies. Except as otherwise provided herein, any and all
               --------
remedies herein expressly conferred upon a party will be deemed cumulative with
and not exclusive of any other remedy conferred hereby, or by law or equity upon
such party, and the exercise by a party of any one remedy will not preclude the
exercise of any other remedy. The parties hereto agree that

                                     - 56 -

<PAGE>

irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. Accordingly, the parties hereto shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement, this being in addition
to any other remedy to which they are entitled at law or in equity.

         10.11 Submission to Jurisdiction. Each of the parties hereto (a)
               --------------------------
consents to submit itself to the personal jurisdiction of any state or federal
court sitting in the State of Delaware in any action or proceeding arising out
of or relating to this Agreement or any of the transactions contemplated by this
Agreement, (b) agrees that all claims in respect of such action or proceeding
may be heard and determined in any such court, (c) agrees that it will not
attempt to deny or defeat such personal jurisdiction by motion or other request
for leave from any such court, and (d) agrees not to bring any action or
proceeding arising out of or relating to this Agreement or any of the
transaction contemplated by this Agreement in any other court. Each of the
parties hereto waives any defense or inconvenient forum to the maintenance of
any action or proceeding so brought and waives any bond, surety or other
security that might be required of any other party with respect thereto. Any
party hereto may make service on another party by sending or delivering a copy
of the process to the party to be served at the address and in the manner
provided for the giving of notices in Section 10.2. Nothing in this Section
10.11, however, shall affect the right of any party to serve legal process in
any other manner permitted by law.

         10.12 WAIVER OF JURY TRIAL. EACH OF THE PARENT, THE MERGER SUB AND THE
               --------------------
COMPANY HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THE ACTIONS OF THE PARENT, THE MERGER SUB OR THE COMPANY IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

                  [Remainder of page intentionally left blank.]

                                     - 57 -

<PAGE>


               SIGNATURE PAGE TO THE AGREEMENT AND PLAN OF MERGER

         IN WITNESS WHEREOF, the Parent, the Merger Sub and the Company have
caused this Agreement to be executed as of the date first written above by their
respective officers thereunto duly authorized.

                                        PARENT COMPANY



Date of Execution: August 22, 2001      By:      /s/ JAMES THOLEN
                                             -----------------------------------
                                             Name:     James Tholen
                                                  ------------------------------
                                             Title:    Vice President
                                                   -----------------------------



                                        BIDDER COMPANY


Date of Execution: August 22, 2001      By:      /s/ JAMES THOLEN
                                             -----------------------------------
                                             Name:     James Tholen
                                                  ------------------------------
                                             Title:    Vice President
                                                   -----------------------------


                                        SUBJECT COMPANY



Date of Execution: August 24, 2001      By:      /s/ ROBERT M. MONTGOMERY
                                             -----------------------------------
                                             Name:     Robert M. Montgomery
                                                  ------------------------------
                                             Title:    Chief Executive Officer
                                                   -----------------------------


                                     - 58 -

<PAGE>


                                     ANNEX I
                                     -------

                             CONDITIONS OF THE OFFER

         Capitalized terms used in this Annex I but not defined herein have the
meanings assigned to such terms in the Agreement and Plan of Merger (the
"Agreement") of which this Annex I is a part.

Notwithstanding any other provisions of the Offer or the Agreement, and in
addition to (and not in limitation of) the Merger Sub's rights to extend and
amend the Offer at any time in its sole discretion (subject to the provisions of
the Agreement), the Merger Sub shall not be required to accept for payment or,
subject to any applicable rules and regulations of the SEC, including Rule
14e-1(c) under the Exchange Act (relating to the Merger Sub's obligation to pay
for or return tendered Shares promptly after termination or withdrawal of the
Offer), pay for, and may delay the acceptance for payment of or, subject to the
restriction referred to above, the payment for, any tendered Shares, and may
terminate or amend the Offer as to any Shares not then paid for, if:

         (i)  prior to the expiration date of the Offer, (A) the Minimum
Condition shall not have been satisfied, or (B) any waiting period under the HSR
Act pursuant to the Offer shall not have expired or been terminated ("HSR
Condition"), or

         (ii) at any time on or after the date of the Agreement and prior to the
expiration date of the Offer, any of the following conditions shall exist and be
continuing:

              (A) there shall be threatened in writing, instituted or pending
any suit, action or proceeding by any Governmental Entity (1) seeking to
challenge, or which could reasonably be expected to make illegal, impede, delay
or otherwise directly or indirectly restrain, prohibit or make materially more
costly, the transactions contemplated by the Agreement or the Stockholder
Agreements, including the Offer and the Merger, or seeking to obtain from the
Company or (to the extent it relates to the transactions contemplated by the
Agreement or the Stockholder Agreements, including the Offer or the Merger) the
Parent or any of its Affiliates, any material damages, (2) seeking to prohibit
or limit the ownership or operation by the Company, the Parent or the Merger Sub
of all or any material portion of the business or assets of the Company and its
Subsidiaries taken as a whole or (to the extent it relates to the transactions
contemplated by the Agreement or the Stockholder Agreements, including the Offer
or the Merger) of the Parent and its Affiliates, (3) seeking to compel the
Company, the Parent or the Merger Sub to dispose of or to hold separate all or
any material portion of the business or assets of the Company or any of its
Subsidiaries taken as a whole or (to the extent it relates to the transactions
contemplated by the Agreement or the Stockholder Agreements, including the Offer
or the Merger) of the Parent or any of its Affiliates, (4) seeking to impose any
material limitation on the ability of the Company, the Parent or the Merger Sub
to conduct the business or own a material portion of the assets of the Company
and its Subsidiaries taken as a whole, or (to the extent it relates to the
transactions contemplated by the Agreement or Stockholder Agreements, including
the Offer or the Merger)

                                      A - 1

<PAGE>


of the Parent or any of its Affiliates, (5) seeking to impose limitations on the
ability of the Parent or the Merger Sub to acquire or hold, or to exercise full
rights of ownership of any Shares, including the right to vote such Shares on
all matters properly presented to the Company's stockholders, (6) seeking to
require divestiture by the Parent or the Merger Sub of all or any of the Shares,
(7) seeking to impose material limitations on the ability of the Merger Sub, or
rendering the Merger Sub unable, to accept for payment, pay for or purchase all
of the Shares pursuant to the Offer and the Merger, or (8) that otherwise has
resulted in, or could reasonably be expected to result in, a Material Adverse
Effect;

                  (B) there shall be any action taken, or any statute, rule,
regulation, legislation, interpretation, judgment, order or injunction enacted,
promulgated, entered, enforced, amended or issued, by any Governmental Entity,
which is applicable to or deemed applicable to (x) the Parent, the Merger Sub,
the Company or any Subsidiary of the Company or (y) the Offer, the Merger, the
Agreement or the Stockholder Agreements, other than the routine application to
the Offer, the Merger or the transactions contemplated by the Stockholder
Agreements of the waiting period provisions under the HSR Act, that result in,
or could reasonably be expected to result in, directly or indirectly, any of the
consequences referred to in paragraph (ii)(A) above;

                  (C) any change or event shall have occurred which has had or
could reasonably be expected to result in, a Material Adverse Effect;

                  (D) there shall have occurred (1) any general suspension of
trading in, or limitation on prices for, securities on any U.S. securities
exchange or in the Nasdaq National Market for a period in excess of five hours
(excluding any coordinated trading halt triggered solely as a result of a
specified decrease in a market index and any suspensions or limitations
resulting solely from physical damage or interference with such markets not
related to market conditions), (2) any decline in any of the Dow Jones
Industrial Average or the Nasdaq National Market in excess of 40% measured from
the close of business on the trading day immediately preceding the date of the
Agreement, (3) a declaration of a banking moratorium or any suspension of
payments in respect of banks in the United States, (4) any material limitation
(whether or not mandatory) by any Governmental Entity on the extension of credit
by banks or other financial institutions, (5) a commencement or escalation of a
war or armed hostilities or other national or international calamity directly or
indirectly involving the United States, or (6) in the case of any of the
foregoing existing at the date of the Agreement, an acceleration or worsening
thereof;

                  (E) (I) the representations and warranties of the Company set
forth in Section 4.2 of the Agreement shall be inaccurate in any respect except
for de minimis amounts as of the date of the Agreement or the scheduled or
extended expiration date of the Offer, (II) the representations and warranties
of the Company set forth in Section 4.3 of the Agreement shall be inaccurate in
any material respect as of the date of the Agreement or the scheduled or
extended expiration date of the Offer or (III) the representations and
warranties of the Company set forth

                                      A - 2

<PAGE>

in the Agreement (other than Sections 4.2 and 4.3 of the Agreement) shall be
inaccurate as of the date of the Agreement or the scheduled or extended
expiration date of the Offer (except to the extent that any such representation
or warranty refers specifically to a particular date, in which case such
representation or warranty shall be true and correct as of such date) unless the
inaccuracies (without giving effect to any materiality or Material Adverse
Effect qualification or expectations contained therein) under such
representations and warranties, taking all the inaccuracies under all such
representations and warranties together in their entirety, do not result in a
Material Adverse Effect;

                  (F) the Company shall have failed to perform in any material
respect any obligation or to comply in any material respect with any agreement
or covenant of the Company to be performed or complied with by it under the
Agreement;

                  (G) (1) the Company Board or any committee thereof shall have
(A) withdrawn or modified, or proposed to withdraw or modify, in a manner
adverse to the Parent or the Merger Sub its approval or recommendation of the
Offer, the Merger, the Agreement or the Stockholder Agreements, or (B) approved
or recommended, or proposed to approve or recommend, or announced a neutral
position with respect to, any Acquisition Proposal (2) the Company shall have
entered into, or publicly announced its intention to enter into, any agreement
with respect to any Acquisition Proposal or (3) the Company Board or any
committee thereof shall have resolved to do any of the foregoing;

                  (H) beneficial ownership (as defined in Rule 13d-3 promulgated
under the Exchange Act) of 25% or more of the Shares has been acquired by any
person or group (as defined in Section 13(d)(3) of the Exchange Act), provided,
that in the case of ITC such beneficial ownership shall not have been increased
above 28%;

                  (I) the Agreement shall have been terminated in
accordance with its terms; or

                  (J) all consents necessary to the consummation of the Offer or
the Merger including, without limitation, consents from parties to loans,
contracts, leases or other agreements shall not have been obtained, other than
consents the failure to obtain which would not have a Material Adverse Effect;

which in the sole judgment of the Parent and the Merger Sub, in any such case
and regardless of the circumstances giving rise to any such condition, makes it
inadvisable to proceed with the Offer or with acceptance for payment or payment
for Shares.

         The foregoing conditions are for the sole benefit of the Parent and the
Merger Sub and may be asserted by the Parent and the Merger Sub regardless of
the circumstances giving rise to any such condition and may be waived by the
Parent or the Merger Sub (except for the Minimum Condition), in whole or in
part, at any time and from time to time, in their respective sole

                                      A - 3

<PAGE>

discretion. The failure by the Parent or the Merger Sub at any time to exercise
any of the foregoing rights will not be deemed a waiver of any such right, the
waiver of any such right with respect to any particular facts and circumstances
shall not be deemed a waiver with respect to any other facts and circumstances
and each such right will be deemed an ongoing right that may be asserted at any
time and from time to time.

                                      A - 4



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(D)(2)
<SEQUENCE>12
<FILENAME>dex99d2.txt
<DESCRIPTION>INVESTMENT AGREEMENT, CAREER HOLDING/CB MERGER/HH
<TEXT>
<PAGE>

                                                                  Exhibit (d)(2)

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



                              Investment Agreement

                                   dated as of

                                 August 24, 2001

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







<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                   ARTICLE I

Sale of Shares .............................................................   1
Section 1.1  Amendment to Certificate Of Incorporation .....................   1
Section 1.2  Sale of Preferred Stock .......................................   1
Section 1.3  Closing .......................................................   1
Section 1.4  Additional Documents ..........................................   2

                                   ARTICLE II

Representations and Warranties of the Company ..............................   2
Section 2.1  Organization, Qualifications and Power ........................   2
Section 2.2  Authorization of Agreements; No Conflicts .....................   2
Section 2.3  Validity ......................................................   2

                                  ARTICLE III

Representations and Warranties of Purchasers ...............................   3
Section 3.1  Investor Qualifications .......................................   3
Section 3.2  Investment ....................................................   3
Section 3.3  Rule 144 ......................................................   3
Section 3.4  No Public Market ..............................................   3
Section 3.5  Authorization .................................................   3
Section 3.6  Brokers or Finders ............................................   4
Section 3.7  Organization and Power ........................................   4

                                   ARTICLE IV

Miscellaneous ..............................................................   4
Section 4.1  Compliance with Covenants and Performance of Obligations ......   4
Section 4.2  Amendments ....................................................   4
Section 4.3  Survival of Representations and Warranties ....................   4
Section 4.4  Successors and Assigns ........................................   4

                                      -i-

<PAGE>


Section 4.5  Severability ..................................................   4
Section 4.6  Descriptive Headings ..........................................   4
Section 4.7  Notices .......................................................   4
Section 4.8  Third Party Beneficiaries .....................................   6
Section 4.9  Governing Law .................................................   6
Section 4.10  Schedules and Exhibits .......................................   6
Section 4.11  Final Agreement ..............................................   6
Section 4.12  Execution in Counterparts ....................................   6
Section 4.13  JURISDICTION; VENUE; FORUM NON CONVENIENS ....................   6
Section 4.14  WAIVER OF JURY TRIAL .........................................   7
Section 4.15  Termination ..................................................   7

EXHIBITS

Exhibit A    Closing

Exhibit B    Form of Second Amended and Restated Certificate of Incorporation



                                      -ii-


<PAGE>


                              INVESTMENT AGREEMENT

          This Investment Agreement (this "Agreement") dated as of August 24,
                                           ---------
2001 is among Career Holdings, Inc., a Delaware corporation (the "Company"),
                                                                  -------
Tribune Company, a Delaware corporation ("TC"), Knight Ridder Digital, a
                                          --
Delaware corporation ("KR" and together with TC, the "Purchasers"), and, solely
                       --                             ----------
for purposes of Section 1.4 below, Robert J. McGovern ("RJM") and James
                                                        ---
Winchester ("JW").
             --

                                    RECITALS

          WHEREAS, in order to finance the Company's growth, the Company desires
to issue and sell to the Purchasers, and the Purchasers desire to purchase from
the Company, as set forth on Exhibit A hereto, an aggregate of 2,010,000 shares
(the "Shares") of the authorized and unissued shares of Series A Preferred
      ------
Stock, par value $100.00 per share, of the Company (the "Preferred Stock"), all
                                                         ---------------
on the terms and subject to the conditions set forth in this Agreement.

          NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:

                                   ARTICLE I

                                 Sale of Shares

          Section 1.1 Amendment to Certificate Of Incorporation. Purchasers
                      -----------------------------------------
agree that, prior to the Closing (as defined below), they will cause the
Certificate of Incorporation of the Company to be amended and restated in
substiantially the form attached hereto as Exhibit B.

          Section 1.2 Sale of Preferred Stock. Subject to the terms and
                      -----------------------
conditions set forth herein and in reliance upon the representations and
warranties of the Company set forth herein, the Company agrees to issue and sell
to each Purchaser, free and clear of any liens, claims, charges and encumbrances
whatsoever, and each Purchaser agrees to purchase from the Company at the
Closing (as defined below) the number of shares of Preferred Stock for the
purchase price set forth opposite such Purchaser's name in Exhibit A hereto. The
Closing shall take place at the offices of Hale and Dorr LLP, 11951 Freedom
Drive, Reston, VA 20190.

          Section 1.3 Closing. The Closing shall take place on or prior to the
                      -------
date that is two business days prior to the date that the shares of common
stock, par value $.01 per share ("Target Common Stock"), of HeadHunter.NET,
                                  -------------------
Inc., a Georgia corporation ("Target"), are required to be accepted for payment
                              ------
by CB Merger Sub, Inc., a Georgia corporation and a wholly-owned subsidiary of
the Company ("Sub") pursuant to Sub's offer to purchase all outstanding shares
              ---
of Target Common Stock commenced pursuant to the Agreement and Plan of Merger
dated August 24, 2001 (the "Merger Agreement") among the Company, Sub and Target
(the "Closing"). At the Closing, the Company will issue and sell to each
      -------
Purchaser, against the payment by such Purchaser of the purchase price therefor
by wire transfer of immediately available funds to an account which has been
designated in writing by the Company, duly



<PAGE>

registered in the name of the Purchaser, the number of Shares set forth opposite
such Purchaser's name on Exhibit A hereto. In the event the Merger Agreement is
not signed or is terminated, the parties' obligations under this Agreement shall
immediately terminate and be of no further force and effect.

          Section 1.4 Additional Documents; Waiver of Right of First Offer. The
                      ----------------------------------------------------
Purchasers, RM and JW hereby agree that the Shares purchased hereunder shall be
deemed to be "Shares" for purposes of the Amended and Restated Stockholders'
Agreement dated July 16, 2000 among the Company, the Purchasers, RM and JW (the
"Stockholders' Agreement") and "Registrable Shares" for purposes of the
 -----------------------
Registration Rights Agreement dated July 16, 2000 among the Company, the
Purchasers, RM and JW. Each of the Purchasers, RM and JW hereby waive all
preemptive rights, rights of first refusal or rights of first offer applicable
to the issuance and sale of the Shares hereunder, including without limitation
any rights under Article III of the Stockholders' Agreement, and the benefits of
any time periods provided for therein.

                                   ARTICLE II

                  Representations and Warranties of the Company

          The Company hereby represents and warrants to the Purchasers that:

          Section 2.1 Organization, Qualifications and Power. The Company is a
                      --------------------------------------
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware. The Company has the corporate power and authority
to own and hold its properties and to carry on its business as now conducted and
as proposed to be conducted. The Company has the corporate power and authority
to execute, deliver and perform this Agreement.

          Section 2.2 Authorization of Agreements; No Conflicts. (a) The
                      -----------------------------------------
execution, delivery and performance by the Company of this Agreement and the
issuance and sale of the Shares (i) have been duly authorized by all requisite
corporate action, (ii) does not violate (w) any provision of law, (x) any order
of any court or other agency of government, (y) the Company's certificate of
incorporation, or (z) any provision of any indenture, agreement or other
instrument to which the Company or any of its properties or assets is bound,
(iii) does not result in a breach of or constitute a default under any such
order, indenture, agreement or other instrument, and (iv) does not result in the
creation or imposition of any lien, charge, restriction, claim or encumbrance of
any nature whatsoever upon any of the properties or assets of the Company.

     (b)  On or before the date of Closing, the Shares will have been duly
authorized and, when issued in accordance with this Agreement, will be validly
issued, fully paid and nonassessable and will be free and clear of all liens,
charges, restrictions, claims and encumbrances.

          Section 2.3 Validity. This Agreement has been duly executed and
                      --------
delivered by the Company and constitutes its legal, valid and binding
obligation, enforceable against the Company in accordance with its terms.

                                       2


<PAGE>

                                  ARTICLE III

                  Representations and Warranties of Purchasers

          In order to induce the Company to enter into this Agreement and issue,
sell and deliver the Shares, each Purchaser hereby severally represents and
warrants as follows:

          Section 3.1 Investor Qualifications. Purchaser is an "accredited"
                      -----------------------
investor as such term is defined in Regulation D promulgated pursuant to the
Securities Act (as defined below). Purchaser, by reason of Purchaser's business
or financial experience, directly or indirectly, is capable of evaluating the
merits and risks of Purchaser's investment in the Company, and has the capacity
to protect Purchaser's own interests in connection with the purchase of the
Shares.

          Section 3.2 Investment. Purchaser is acquiring the Shares for
                      ----------
investment for Purchaser's own account, not as a nominee or agent, and not with
the view to, or for resale in connection with, any distribution thereof.
Purchaser understands that the issuance and sale of the Shares has not been, and
will not be, registered under the Securities Act of 1933 (the "Securities Act")
                                                               --------------
by reason of a specific exemption from the registration provisions of the
Securities Act that depends upon, among other things, the bona fide nature of
the investment intent and the accuracy of Purchaser's representations as
expressed herein. Purchaser has not been formed for the specific purpose of
acquiring the Shares.

          Section 3.3 Rule 144. Purchaser acknowledges that the Shares must be
                      --------
held indefinitely unless subsequently registered under the Securities Act or an
exemption from such registration is available. Purchaser is aware of the
provisions of Rule 144 promulgated under the Securities Act, which permit
limited resale of shares purchased in a private placement subject to the
satisfaction of certain conditions.

          Section 3.4 No Public Market. Purchaser understands that no public
                      ----------------
market now exists for the Preferred Stock or any other securities issued by the
Company, that the Company has made no assurances that a public market will ever
exist for the Preferred Stock and that, even if such a public market exists at
some future time, the Company may not then be satisfying the current public
information requirements of Rule 144.

          Section 3.5 Authorization. The execution, delivery and performance by
                      -------------
the Purchaser of this Agreement and the execution, delivery and performance by
the Company of this Agreement and the Merger Agreement (i) have been duly
authorized by all requisite corporate action of the Purchaser, (ii) does not
violate any provision of law applicable to the Purchaser, any order of any court
or other agency of government applicable to the Purchaser or any provisions of
any indenture, agreement or other instrument to which the Purchaser or any of
its properties or assets is bound, except as would not have a material adverse
effect on the Purchaser, or Purchaser's certificate of incorporation, (iii) does
not result in a breach of or constitute a default under any indenture, agreement
or other instrument to which the Purchaser or any of its properties or assets is
subject, except as would not have a material adverse effect on the Purchaser,
and (iv) does not result in the creation or imposition of any lien, charge,
restriction, claim or encumbrance of any nature whatsoever upon any of the
properties or assets

                                       3


<PAGE>

of the Purchaser, except as would not have a material adverse effect on the
Purchaser. This Agreement has been duly executed and delivered by the Purchaser,
and constitutes its valid binding obligation, enforceable against the Purchaser
in accordance with its terms.

          Section 3.6 Brokers or Finders. Purchaser has not incurred, and will
                      ------------------
not incur, directly or indirectly, as a result of any action taken by Purchaser,
any liability for brokerage or finders' fees or agents' commissions or any
similar charges in connection with this Agreement.

          Section 3.7 Organization and Power. Purchaser is a corporation or
                      ----------------------
other entity duly formed, validly existing and in good standing under the laws
of the jurisdiction of its incorporation or formation. Purchaser has the
requisite power and authority to execute, deliver and perform this Agreement.

                                   ARTICLE IV

                                  Miscellaneous

          Section 4.1 Compliance with Covenants and Performance of Obligations.
                      --------------------------------------------------------
TC and KR each agree to take or cause to be taken all actions necessary to cause
the Company to comply with its covenants and agreements, and to perform all of
its obligations, contained in the Merger Agreement.

          Section 4.2 Amendments. Except as otherwise expressly provided herein,
                      ----------
the provisions of this Agreement may be amended only by the written consent of
the parties hereto. No course of dealing between the Company and any Purchaser
or any delay in exercising any rights hereunder will operate as a waiver of any
rights of that party.

          Section 4.3 Survival of Representations and Warranties. All
                      ------------------------------------------
representations and warranties contained herein or made in writing by any party
in connection herewith will survive the execution and delivery of this Agreement
and Closing.

          Section 4.4 Successors and Assigns. Except as otherwise expressly
                      ----------------------
provided herein, all covenants and agreements contained in this Agreement by or
on behalf of any party hereto will bind and inure to the benefit of the
respective successors, assigns, heirs, beneficiaries and estates of the parties
hereto, whether so expressed or not.

          Section 4.5 Severability. Whenever possible, each provision of this
                      ------------
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.

          Section 4.6 Descriptive Headings. The descriptive headings of this
                      --------------------
Agreement are inserted for convenience of reference only and do not constitute a
part of this Agreement.

          Section 4.7 Notices. Any notices required, desired or permitted to be
                      -------
given hereunder, shall be delivered personally, sent by overnight courier or
mailed, registered or


                                       4

<PAGE>

certified mail, return receipt requested, to the following addresses (or to such
other address as each party may specify in a notice given hereunder) or
transmitted by facsimile transmission (with such transmission promptly confirmed
by writing delivered personally, by overnight courier or mailed as provided in
this Section 4.7) and shall be deemed to have been received on the day of
personal delivery, one business day after delivery to the overnight courier
service, four business days after such mailing or, in the case of facsimile
transmission, when received:

                           If to TC, to:

                           Tribune Company
                           435 North Michigan Avenue
                           Chicago, IL 60611
                           Attention:  General Counsel
                           Facsimile:  (312) 222-4206

                           with a copy to:

                           Sidley  Austin Brown & Wood
                           Bank One Plaza
                           10 South Dearborn Street
                           Chicago, Illinois  60603
                           Attention: Larry A. Barden
                           Facsimile No.: (312) 853-7036

                           If to KR, to:

                           Knight Ridder Digital
                           50 West San Fernando Street
                           15th  Floor
                           San Jose, CA 95113
                           Attention:  General Counsel
                           Facsimile:  (408) 938-7863

                           with a copy to:

                           Orrick, Herrington & Sutcliffe LLP
                           One Federal Reserve Bank Building
                           400 Sansome Street
                           San Francisco, CA  94111-3143
                           Attention:  Peter Lillevand
                           Facsimile:  (415) 773-5759

                           If to the Company, to:

                           Career Holdings, Inc.
                           c/o Tribune Company
                           435 North Michigan Avenue

                                       5


<PAGE>

                           Chicago, IL  60611
                           Attention:  President
                           Facsimile: (312) 222-2816

                           with a copy to:

                           Knight Ridder Digital
                           50 West San Fernando Street
                           15th  Floor
                           San Jose, CA 95113
                           Attention:  General Counsel

          Section 4.8 Third Party Beneficiaries. The Company, TC and KR hereby
                      -------------------------
acknowledge that, as contemplated by the Merger Agreement, Target is an express
third-party beneficiary to the obligations of the parties hereunder.

          Section 4.9 Governing Law. THE VALIDITY, MEANING AND EFFECT OF THIS
                      -------------
AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF DELAWARE APPLICABLE
TO CONTRACTS MADE AND TO BE PERFORMED IN THAT STATE.

          Section 4.10 Schedules and Exhibits. All Schedules and Exhibits hereto
                       ----------------------
are an integral part of this Agreement.


          Section 4.11 Final Agreement. This Agreement, together with those
                       ---------------
documents which are exhibits hereto, constitute the final agreement of the
parties concerning the matters referred to herein and therein, and supersedes
all prior and contemporaneous agreements and understandings.

          Section 4.12 Execution in Counterparts. This Agreement may be executed
                       -------------------------
in any number of counterparts, each of which when so executed and delivered
shall be deemed an original, and such counterparts together shall constitute one
instrument.

          Section 4.13 JURISDICTION; VENUE; FORUM NON CONVENIENS. (a) THE
                       -----------------------------------------
COMPANY AND EACH PURCHASER HEREBY IRREVOCABLY SUBMITS IN ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, WHETHER ARISING IN CONTRACT, TORT,
EQUITY OR OTHERWISE, TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT
LOCATED IN THE STATE OF ILLINOIS OR DELAWARE AND WAIVES ANY AND ALL OBJECTIONS
TO JURISDICTION THAT IT MAY HAVE UNDER THE LAWS OF THE UNITED STATES OR OF ANY
STATE.

          (b) THE COMPANY AND EACH PURCHASER WAIVE ANY OBJECTION THAT IT MAY
HAVE (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR
BASED ON FORUM NON CONVENIENS)
         --------------------

                                       6

<PAGE>

TO THE LOCATION OF THE COURT IN WHICH ANY PROCEEDING IS COMMENCED IN ACCORDANCE
WITH THIS SECTION 4.13.

          Section 4.14 WAIVER OF JURY TRIAL. THE COMPANY AND EACH PURCHASER
                       --------------------
WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE, WHETHER SOUNDING IN CONTRACT,
TORT, OR OTHERWISE, BETWEEN ANY OF THE PARTIES HERETO ARISING OUT OF OR RELATED
TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH. ANY PARTY
HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY
COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF
THEIR RIGHT TO TRIAL BY JURY.

          Section 4.15 Termination. This Agreement shall not be terminated for
                       -----------
any reason so long as the Merger Agreement is in effect and has not been
terminated. In the event of any purported termination of this Agreement by TC or
KR without the consent of Target at a time when the Merger Agreement has not
been terminated, Target shall have the right to terminate the Merger Agreement
and the Purchasers shall cause the Company to consent to such termination.

                                       7

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of August 24, 2001.

                                               CAREER HOLDINGS, INC.

                                               By:     /s/ JAMES A. THOLEN
                                                  ------------------------------
                                                    Name: James A. Tholen
                                                    Title:  Vice President

TRIBUNE COMPANY

By:  /s/ DAVID D. HILLER
   -----------------------------------------
     Name:  David D. Hiller
     Title:  President, Tribune Interactive, Inc.


KNIGHT RIDDER DIGITAL

By:  /s/ DANIEL J. FINNIGAN
    ---------------------------------------
     Name:  Daniel J. Finnigan
     Title:  President

Agreed to for purposes of Section 1.4 only


  /s/ ROBERT J. MCGOVERN
------------------------------------------
Robert J. McGovern

  /s/ JAMES WINCHESTER
-----------------------------------------
James Winchester

                                       8


<PAGE>

                                  EXHIBIT A TO

                              INVESTMENT AGREEMENT

                                   Number of Shares of
Name of Purchaser                   Preferred Stock           Purchase Price
-----------------                   ---------------           --------------

Tribune Company                     1,005,000                 $100,500,000

KnightRidder.com, Inc.              1,005,000                 $100,500,000





                                      A-1


<PAGE>

                                  EXHIBIT B TO
                              INVESTMENT AGREEMENT

                           SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION

                                       OF

                              CAREER HOLDINGS, INC.

     FIRST: The name of the corporation (which is hereinafter referred to as the
"Corporation") is Career Holdings, Inc.

     SECOND: The address of the Corporation's registered office in the State of
Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

     FOURTH: The total number of shares of all classes of capital stock which
the Corporation shall have the authority to issue is 80,400,000 shares
consisting of (A) 77,800,000 shares of common stock with a par value of $.01 per
share and (B) 2,600,000 shares of preferred stock with a par value of $100.00
per share, issuable in one or more series as hereinafter provided.

     Preferred Stock may be issued from time to time in one or more series, each
of such series to have such terms as stated or expressed herein and in the
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors of the Corporation as hereinafter provided. Any shares of
Preferred Stock which may be redeemed, purchased or acquired by the Corporation
may be reissued except as otherwise provided by law. Different series of
Preferred Stock shall not be construed to constitute different classes of shares
for the purposes of voting by classes unless expressly provided.

     Authority is hereby expressly granted to the Board of Directors from time
to time to issue the Preferred Stock in one or more series, and in connection
with the creation of any such series, by resolution or resolutions providing for
the issue of the shares thereof, to determine and fix such voting powers, full
or limited, or no voting powers, and such designations, preferences and relative
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, including without limitation thereof, dividend rights,
conversion rights, redemption privileges and liquidation preferences, as shall
be stated and expressed in such resolutions, all to the full extent now or
hereafter permitted by the laws of Delaware. Except as provided herein or to the
extent class or series voting is otherwise required by law or agreement, without
limiting the generality of the foregoing, the resolutions providing for issuance
of any series of Preferred Stock may provide that such series shall be superior
or rank equally or be junior to the Preferred Stock of any other series to the
extent permitted by law.

                                      B-1


<PAGE>

Except as provided herein or to the extent class or series voting is otherwise
required by law or agreement, no vote of the holders of the Preferred Stock or
Common Stock shall be a prerequisite to the issuance of any shares of any series
of the Preferred Stock authorized by and complying with the conditions of the
Certificate of Incorporation, the right to have such vote being expressly waived
by all present and future holders of the capital stock of the Corporation.

     FIFTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the By-laws of the Corporation, subject to any specific limitation on such power
contained in any By-laws adopted by the stockholders. Elections of directors
need not be by written ballot unless the By-laws of the Corporation so provide.

     SIXTH: A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of
Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit. If the General Corporation Law of Delaware is amended
to authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the General
Corporation Law of Delaware, as so amended. Any repeal or modification of this
Article Seventh by the stockholders of the Corporation shall not adversely
affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification.

     SEVENTH: Each person who is or was a director or officer of the
Corporation, and each person who serves or served at the request of the
Corporation as a director or officer of another enterprise, shall be indemnified
by the Corporation in accordance with, and to the fullest extent authorized by,
the General Corporation Law of Delaware as it may be in effect from time to
time.

     THE UNDERSIGNED, being the President of the Corporation, has executed this
Second Amended and Restated Certificate of Incorporation on ___________, 2001.



                                           By: __________________________
                                           Name:
                                           Title:


                                      B-2


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(D)(3)
<SEQUENCE>13
<FILENAME>dex99d3.txt
<DESCRIPTION>NON-DISCLOSURE AGREEMENT
<TEXT>
<PAGE>


                                                                  Exhibit (d)(3)

                                 August 6, 2001

HeadHunter.NET Inc. (the "Company") and CareerBuilder, Inc. (jointly, the
"Parties" and, each individually, the "Party") desire to enter into discussions
related to a possible transaction (the "Possible Transaction"). These
discussions will of necessity involve the disclosure by one Party (the
"Disclosing Party") to the other Party (the "Receiving Party") of confidential
and proprietary information.

The parties desire to (i) keep their discussions and the nature and scope
thereof confidential; and (ii) to reach an understanding with respect to the
disclosure of such information and the confidentiality of the discussions in
general.

In this agreement, (a) "Representatives" means any entity which beneficially
owns more than 40% of the equity securities of CareerBuilder, Inc. (the
"CareerBuilder Affiliates") and a Parties' affiliates and its and their
respective directors, officers, employees, agents or representatives, including,
without limitation, its and their respective attorneys, accountants, consultants
and financial advisors, and (b) "person" shall be broadly interpreted to
include, without limitation, any individual, corporation, company, group,
partnership, limited liability company or other entity. The only persons who
beneficially own more than 40% of the equity securities of CareerBuilder, Inc.
are Knight Ridder, Inc. and Tribune Corp.

The term "Confidential Information" includes all non-public information, whether
written or oral, (whatever the form or storage medium) or gathered by
inspection, or acquired, directly or indirectly, by one Party or its
Representatives from the other Party or its Representatives in connection with a
Possible Transaction regardless of whether such information is specifically
identified as "confidential." Each Party recognizes and acknowledges the
competitive value of the Confidential Information and the damage that could
result if the Confidential Information were used or disclosed except as
authorized by this agreement.

The term "Confidential Information" does not include information which (i) was
known to the Receiving Party or its Representatives or was in its or its
Representatives possession prior to the date of its disclosure pursuant to this
agreement; (ii) is or becomes generally available to the public other than
through an unauthorized disclosure by the Receiving Party or its Representatives
in violation of this agreement; (iii) becomes available to the Receiving Party
or its Representatives from a source other than the Disclosing Party or its
Representatives, provided that such source is not, to the Receiving Party's
knowledge, prohibited from transmitting such Confidential Information to the
Receiving Party by a contractual, legal or fiduciary obligation to the
Disclosing Party or any of its Representatives as demonstrated by the written
records of such Party or Representatives which have not had access to the other
Party's Confidential Information.

Except as otherwise required by applicable law or regulatory authority, each
Party agrees to keep confidential and not disclose, and cause its
Representatives to keep confidential and not disclose, to any person the
Confidential Information it or its Representatives receives from the other Party


<PAGE>

or its Representatives without the Disclosing Party's prior written consent,
except as provided below. The Receiving Party or its Representatives shall be
entitled to disclose the Confidential Information of the Disclosing Party and
provide copies of the same, without the Disclosing Party's prior written
consent, to those Representatives of the Receiving Party who need to know such
Confidential Information solely for the purpose of evaluating the Possible
Transaction. Both parties shall take reasonable precautions to assure that only
those Representatives who reasonably require Confidential Information in
connection with the evaluation of the Possible Transaction may obtain access to
the same. The Receiving Party shall be responsible for any violations of the
provisions of this agreement caused by any of the Receiving Party's
Representatives.

Neither the Receiving Party nor any of its Representatives shall use the
Confidential Information for any purpose, other than evaluation of the Possible
Transaction. Except to the extent the Receiving Party's legal counsel advises
that disclosure is required by applicable law or regulatory authority, without
the prior written consent of the Disclosing Party, the Receiving Party will not,
and will direct the Receiving Party's Representatives not to, disclose to any
other person that such Confidential Information has been made available, that
discussions or negotiations are taking place concerning the Possible
Transaction, or any of the terms, conditions or other facts with respect to the
Possible Transaction, including the status thereof, or the terms of this
agreement.

In the event that a Receiving Party or anyone to whom the Receiving Party
transmits such Confidential Information pursuant to this agreement is legally
requested (by oral questions, interrogatories, request for information or
documents, subpoena, civil investigative demand or similar process) or otherwise
required to disclose any Confidential Information of a Disclosing Party, the
Receiving Party will provide the Disclosing Party with notice, prior to
disclosing such Confidential Information, so that the Disclosing Party may seek
an appropriate protective order and/or waive compliance with this agreement. If,
in the absence of a protective order or the receipt of a waiver hereunder, the
Receiving Party is nonetheless legally compelled to disclose such Confidential
Information, it may, without liability hereunder, furnish that portion of such
Confidential Information that is legally required and will exercise reasonable
best efforts to obtain assurance that confidential treatment will be accorded
such Confidential Information.

Neither the execution of this agreement, nor the furnishing of any materials
hereunder, shall be construed as granting either expressly or by implication,
estoppel or otherwise any license under any intellectual property or patent now
or hereafter owned by or controlled by the Disclosing Party furnishing the
materials.

The Confidential Information shall remain the property of the Disclosing Party,
and the Disclosing Party may demand the return thereof at any time by notice to
the Receiving Party. Upon receipt of such notice, the Receiving Party shall, at
the Disclosing Party's option, either (a) return to the Disclosing Party all
drawings, data, memoranda and other written materials together with any tapes
and computer stored information, including any copies thereof, embodying,
containing or relating to the Disclosing Party's Confidential Information, in
the possession of the Receiving Party or its Representatives; or (b) destroy and
cause each of its Representatives to destroy each and every copy of any such
materials or the parts thereof embodying, containing or relating to such other
party's Confidential Information; provided, however, that one (1) copy of


<PAGE>

such Confidential Information may be retained by the Receiving Party on a
confidential basis for purposes of verification. Any destruction pursuant to (b)
in the preceding sentence shall be promptly confirmed in writing.

Each party agrees (i) not to directly or indirectly contact or communicate with
any executive or other employee of the Disclosing Party concerning the Possible
Transaction, or to seek any information in connection therewith from such
person, without the express consent of the Chairman, President, Chief Executive
Officer or Chief Financial Officer of the respective Disclosing Party; (ii) not
to discuss with or offer to any third party (other than CareerBuilder
Affiliates) an equity participation in the Possible Transaction or any other
form of joint acquisition without the other Party's prior written consent; and
(iii) without the other Party's prior written consent, for a period of one year
from the date of this agreement neither Party will directly solicit for
employment any person who is now employed by the other Party in an executive or
management level position or otherwise considered to be a key employee;
provided, that nothing contained herein shall prohibit a Party from (I) placing
public advertisements or conducting any other form of general solicitation which
is not specifically targeted at particular employees of the other Party or (II)
hiring or employing any person who contacts such Party on his or her own
initiative without any direct or indirect solicitation by such Party.

Each Party acknowledges that the other would be irreparably injured if the
Receiving Party breaches any of its obligations under this agreement.
Accordingly, the Disclosing Party will be entitled to injunctive relief and
specific performance, in addition to any other remedy available at law or in
equity.

Each Party agrees that until one year from the date of this agreement, the
Receiving Party will not without the prior approval of the Board of Directors of
the Disclosing Party (i) acquire or make any proposal to acquire any securities
or property of the Disclosing Party, (ii) propose to enter either into any
merger or business combination involving the Disclosing Party or purchase a
material portion of the assets of the Disclosing Party, (iii) make or
participate in any solicitation of proxies to vote, or seek to advise or
influence any person with respect to the voting of any securities of the
Disclosing Party, (iv) form, join or participate in a "group" (within the
meaning of Section 13(d)(8) of the Securities Exchange Act of 1934) with respect
to any voting securities of the Disclosing Party, (v) otherwise act or seek to
control or influence the management, Board of Directors or policies of the
Disclosing Party, (vi) disclose any intention, plan or arrangement inconsistent
with the foregoing or (vii) take any action which might require the Disclosing
Party to make public announcement regarding the possibility of a business
combination or merger. Except as provided above, each Party also agrees during
such period not to request the Disclosing Party (or its directors, officers,
employees, agents or representatives) to amend or waive any provision of this
paragraph. Notwithstanding the foregoing, nothing in this Agreement (including
any restriction on the use of information) shall limit or restrict
CareerBuilder, Inc. or its affiliates (including CareerBuilder Affiliates) from
taking any of the actions set forth in this paragraph from and after any
announcement by the Company that it has entered into a definitive agreement in
respect of any transaction which if consummated would result in (A) any
acquisition or purchase from the Company by any person or "group" (as defined
under Section 13(d) of the Exchange Act and the rules and regulations
thereunder) of more than a 50% interest in the total outstanding voting
securities of the Company or any of its subsidiaries or any tender offer or
exchange offer that if consummated would result in any person or "group"


<PAGE>

(as defined under Section 13(d) of the Exchange Act and the rules and
regulations thereunder) beneficially owning 50% or more of the total outstanding
voting securities of the Company or any of its subsidiaries or any merger,
consolidation, business combination or similar transaction involving the Company
pursuant to which the stockholders of the Company immediately preceding such
transaction hold less than 50% of the equity interests in the surviving or
resulting entity of such transaction; (B) any sale, lease (other than in the
ordinary course of business), exchange, transfer, license (other than in the
ordinary course of business), acquisition, or disposition of more than 50% of
the assets of the Company; or (C) any liquidation or dissolution of the Company.

The Receiving Party acknowledges that neither the Disclosing Party nor its
Representatives makes any representations or warranty hereunder as to the
accuracy or completeness of any Confidential Information or other information
disclosed pursuant to this agreement. The Receiving Party agrees that neither
the Disclosing Party nor its Representatives shall have any liability hereunder
to the Receiving Party or to any of the Receiving Party's Representatives as a
result of the use of such Confidential Information by the Receiving Party and
the Receiving Party's Representatives, it being understood that only those
particular representations and warranties that may be made to the Receiving
Party by the Disclosing Party or its affiliates in a definitive transaction
agreement, when, as and if it is executed, and subject to such limitations and
restrictions as may be specified in such definitive agreement, shall have any
legal effect.

If any term or provision of this agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the terms
and provisions of this agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.

This agreement comprises the full agreement between the Parties concerning the
Confidential Information. This agreement supersedes any prior understandings or
agreements, regardless of form, between the Parties with respect to the
Confidential Information. No amendments, changes or modifications may be made to
this agreement without the express written consent of each of the Parties
hereto.

This agreement shall be governed by and construed in accordance with the laws of
the State of New York, applicable to contracts made and to be performed therein.

Each Party understand and agrees that no failure or delay by the other Party in
exercising any right, power or privilege under this agreement shall operate as a
waiver thereof, nor shall any single or partial exercise thereof preclude any
other or future exercise of any right, power or privilege hereunder.

This agreement shall terminate one year from the date hereof.

All counterpart copies will constitute but one agreement with respect to the
subject matter of this agreement.



<PAGE>


HeadHunter.NET Inc.                        CareerBuilder, Inc.

By:   /s/ CRAIG STAMM                      By:   /s/ ROBERT J. MCGOVERN
     ----------------------------------         --------------------------------
      Name:  Craig Stamm                         Name:  Robert J. McGovern
      Title:  Chief Financial Officer            Title:  Chief Executive Officer






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(D)(4)
<SEQUENCE>14
<FILENAME>dex99d4.txt
<DESCRIPTION>STOCKHOLDER AGREEMENT/SCOTT
<TEXT>
<PAGE>

                                                                  Exhibit (d)(4)

                              STOCKHOLDER AGREEMENT

                  STOCKHOLDER AGREEMENT (this "Agreement"), dated as of August
                                               ---------
24, 2001, among Career Holdings, Inc., a Delaware corporation ("Parent"), CB
                                                                ------
Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent
("Merger Sub"), HeadHunter.NET, Inc., a Georgia corporation (the "Company"), and
  ----------                                                      -------
the undersigned stockholder of the Company (the "Stockholder").
                                                 -----------

                  WHEREAS, Parent, Merger Sub and the Company propose to enter
into an Agreement and Plan of Merger dated as of even date herewith (as the same
may be amended or supplemented, the "Merger Agreement") to provide for the
                                     ----------------
making of a cash tender offer (as such offer may be amended from time to time,
the "Offer") by Merger Sub for any and all shares of common stock, par value
     -----
$0.01 per share, of the Company (the "Common Stock") at the Offer Price (as
                                      ------------
defined in the Merger Agreement) and the merger of the Company and Merger Sub
(the "Merger");
      ------
                  WHEREAS, the Stockholder legally and/or beneficially owns that
number of shares of Common Stock appearing on the signature page hereof (such
shares, as they may be adjusted by any stock dividend, stock split,
recapitalization, combination or exchange of shares, merger, consolidation,
reorganization or other change or transaction of or by the Company (each, an
"Adjustment Event") being referred to herein as the "Subject Shares"). For
 ----------------                                    --------------
purposes of this Agreement, Subject Shares shall not be deemed to include stock
options, warrants or other derivative securities, unless such stock options,
warrants or other derivative securities are exercised for shares of Common
Stock, in which case such shares of Common Stock shall become Subject Shares;
and

                  WHEREAS, as a condition to their willingness to enter into the
Merger Agreement, Parent and Merger Sub have requested that the Stockholder
enter into this Agreement;

                  NOW, THEREFORE, to induce Parent and Merger Sub to enter into,
and in consideration of their entering into, the Merger Agreement, and in
consideration of the premises and the representations, warranties and agreements
contained herein, the parties agree as follows:

                  1.      Representations and Warranties.  The Stockholder
                          ------------------------------
hereby represents and warrants to Parent and Merger Sub as follows:

                  (a)     Authority. The Stockholder has all requisite power and
                          ---------
         authority to enter into this Agreement and to consummate the
         transactions contemplated hereby. This Agreement has been duly
         authorized, executed and delivered by the Stockholder and constitutes a
         valid and binding obligation of the Stockholder enforceable in
         accordance with its terms. The execution and delivery of this Agreement
         does not, and the consummation of the transactions contemplated hereby
         and compliance with the terms hereof will not, conflict with, result in
         any violation of or default (with or without notice or lapse of time or
         both) under, any provision of any trust agreement, loan or credit

<PAGE>

          agreement, note, bond, mortgage, indenture, lease or other agreement,
          instrument, permit, concession, franchise, license, judgment, order,
          notice, decree, statute, law, ordinance, rule or regulation applicable
          to the Stockholder or to the Stockholder's property or assets. Except
          for the expiration or termination of the waiting period under the HSR
          Act and informational filings with the SEC, no consent, approval,
          order or authorization of, or registration, declaration or filing
          with, any court, administrative agency or commission or other
          governmental authority or instrumentality, domestic, foreign or
          supranational, is required by or with respect to the Stockholder in
          connection with the execution and delivery of this Agreement or the
          consummation by the Stockholder of the transactions contemplated
          hereby.

               (b)  The Shares. The Stockholder has good and marketable title to
                    ----------
          the Subject Shares, free and clear of any claims, liens, encumbrances
          and security interests whatsoever. The Stockholder owns no shares of
          Common Stock other than the Subject Shares.

               2.   Representations and Warranties of Parent and Merger Sub.
                    -------------------------------------------------------
Parent and Merger Sub hereby represent and warrant to the Stockholder that each
of Parent and Merger Sub has all requisite corporate power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by Parent and Merger Sub,
and the consummation of the transactions contemplated hereby, have been duly
authorized by all necessary corporate action on the part of Parent and Merger
Sub. This Agreement has been duly executed and delivered by Parent and Merger
Sub and constitutes a valid and binding obligation of Parent and Merger Sub
enforceable in accordance with its terms.

               3.   Covenants of the Stockholder. From and after the date hereof
                    ----------------------------
through and including the termination of this Agreement, the Stockholder agrees
as follows:

               (a)  At any meeting of stockholders of the Company called to vote
     upon the Merger and the Merger Agreement or at any adjournment thereof or
     in any other circumstances upon which a vote, consent or other approval
     with respect to the Merger and the Merger Agreement is sought, the
     Stockholder shall vote (or cause to be voted) the Subject Shares (over
     which the Stockholder has sole voting power) in favor of the Merger, the
     approval of the Merger Agreement and the approval of the terms thereof and
     each of the other transactions contemplated by the Merger Agreement,
     provided that the terms of the Merger Agreement shall not have been amended
     to adversely affect the Stockholder.

               (b)  At any meeting of stockholders of the Company or at any
     adjournment thereof or in any other circumstances upon which the
     Stockholder's vote, consent or other approval is sought, the Stockholder
     shall vote (or cause to be voted) the Subject Shares (over which the
     Stockholder has sole voting power) against (i) any merger agreement or
     merger (other than the Merger Agreement and the Merger), consolidation,
     combination, sale of substantial assets, reorganization, recapitalization,
     dissolution, liquidation or winding up of or by the Company or any other
     Acquisition Proposal or (ii) any amendment of the Company's articles of
     incorporation or by-laws or other proposal or

                                        2


<PAGE>

     transaction involving the Company or any of its subsidiaries, which
     amendment or other proposal or transaction would in any manner impede,
     frustrate, prevent or nullify the Merger, the Merger Agreement or any of
     the other transactions contemplated by the Merger Agreement.

               (c)  The Stockholder hereby agrees that, except as contemplated
     by this Agreement and the Merger Agreement, the Stockholder shall not (i)
     sell, transfer, pledge, assign or otherwise dispose of (including by gift)
     or enter into any contract, option or other arrangement (including any
     profit sharing arrangement) with respect to the sale, transfer, pledge,
     assignment or other disposition of (collectively, "Transfer"), or consent
     to or permit any Transfer of, any or all of the Subject Shares or any
     interest therein or (ii) grant any proxy, power-of-attorney or other
     authorization in or with respect to the Subject Shares. Nothing in this
     Agreement shall prevent the conversion of the Subject Shares into other
     property in accordance with a statutory merger or share exchange or
     restrict in any manner the Stockholder's right to transfer or alienate such
     property.

               (d)  The Stockholder acknowledges that it is bound by the
     provisions of Section 7.1 of the Merger Agreement and shall not, nor shall
     the Stockholder permit any investment banker, attorney or other adviser or
     representative of the Stockholder to, (i) directly or indirectly solicit,
     initiate or encourage the submission of any Acquisition Proposal or (ii)
     directly or indirectly participate in any discussions or negotiations
     regarding, or furnish to any person any information with respect to, or
     take any other action to facilitate any inquiries or the making of any
     proposal that constitutes, or may reasonably be expected to lead to, any
     Acquisition Proposal, unless and solely to the extent expressly permitted
     under Section 7.1 of the Merger Agreement.

               (e)  Stockholder hereby agrees to validly tender pursuant to and
     in accordance with the terms of the Offer, as soon as practicable after
     commencement but in no event later than the then scheduled expiration date
     of the Offer, all of the Subject Shares by physical delivery of the
     certificates therefor (if such Subject Shares are certificated in the name
     of Stockholder), and not to withdraw such Subject Shares, except following
     a termination of the Offer pursuant to its terms. If such Subject Shares
     are currently held in the name of a broker or other nominee, Stockholder
     shall instruct the broker or nominee to deliver the securities by a
     book-entry transfer or other customary electronic means for delivery of
     securities in connection with a tender offer. Stockholder hereby authorizes
     Parent and Merger Sub to publish and disclose in the Offer Documents and,
     if approval of the Company's stockholders is required under applicable law,
     the Proxy Statement (including all documents and schedules filed with the
     SEC) Stockholder's identity and ownership of the Subject Shares and the
     nature of Stockholder's commitments, arrangements and understandings under
     this Agreement.

               (f)  Grant of Irrevocable Proxy; Appointment of Proxy. (i) The
                    ------------------------------------------------
     Stockholder hereby irrevocably grants to, and appoints, Robert J. McGovern
     and James A. Tholen or either of them, in their respective capacities as
     officers of Parent, and any individual who shall hereafter succeed to any
     such office of Parent, and each of them individually, the Stockholder's
     proxy and attorney-in-fact (with full power of substitution), for and in
     the name, place and stead of the Stockholder, to vote the Subject Shares
     (over which the

                                        3

<PAGE>

     Stockholder has sole voting power) in favor of adoption of the Merger
     Agreement and otherwise as contemplated by Section 3(b).

                           (ii)  The Stockholder represents that any proxies
                  heretofore given in respect of the Shares are not irrevocable,
                  and that any such proxies are hereby revoked.

                           (iii) The Stockholder understands and acknowledges
                  that Parent is entering into the Merger Agreement in reliance
                  upon the Stockholder's execution and delivery of this
                  Agreement. The Stockholder hereby affirms that the irrevocable
                  proxy set forth in this Section 3(f) is given in connection
                  with the execution of the Merger Agreement, and that such
                  irrevocable proxy is given to secure the performance of the
                  duties of the Stockholder under this Agreement. The
                  Stockholder hereby further affirms that the irrevocable proxy
                  is coupled with an interest and may under no circumstances be
                  revoked. The Stockholder hereby ratifies and confirms all that
                  such irrevocable proxy may lawfully do or cause to be done by
                  virtue hereof. Such irrevocable proxy is executed and intended
                  to be irrevocable in accordance with Georgia law.

                  (g)      Waiver of Appraisal Rights.  The Stockholder hereby
                           --------------------------
     waives any rights of appraisal or rights to dissent from the Merger that
     the Stockholder may have.

                  4.       Further Assurances. The Stockholder will, from time
                           ------------------
to time, execute and deliver, or cause to be executed and delivered, such
additional or further transfers, assignments, endorsements, consents and other
instruments as Parent or Merger Sub may reasonably request for the purpose of
effectively carrying out the transactions contemplated by this Agreement.

                  5.       Assignment. Neither this Agreement nor any of the
                           ----------
rights, interests or obligations hereunder shall be assigned by any of the
parties without the prior written consent of the other parties, except that
Merger Sub may assign, in its sole discretion, any or all of its rights,
interests and obligations hereunder to Parent or to any direct or indirect
wholly owned subsidiary of Parent. Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of and be enforceable by
the parties and their respective successors and assigns and, in the case of the
Stockholder, the heirs, executors and administrators of the Stockholder.

                  6.       Termination. Notwithstanding any other provision of
                           -----------
this Agreement, this Agreement (including without limitation the irrevocable
proxy contained herein) shall terminate upon the earlier of (i) the Effective
Time or (ii) a valid termination of the Merger Agreement.

                  7.       General Provisions.
                           ------------------

                  (a)      Expenses. Except as otherwise expressly provided in
                           --------
     the Merger Agreement, each party hereto shall pay its own expenses incurred
     in connection with this Agreement.

                  (b)      Specific Performance.  The parties hereto agree that
                           --------------------
     irreparable damage would occur in the event that any of the provisions of
     this Agreement were not performed


                                        4

<PAGE>

     in accordance with their specific terms or were otherwise breached. It is
     accordingly agreed that the parties shall be entitled to an injunction or
     injunctions to prevent breaches of this Agreement and to enforce
     specifically the terms and provisions hereof in any court of the United
     States or any state thereof having jurisdiction, this being in addition to
     any other remedy to which they are entitled at law or in equity. Each party
     hereby irrevocably submits to the exclusive jurisdiction of the United
     States District Court for the District of Delaware in any action, suit or
     proceeding arising in connection with this Agreement and agrees that any
     such action, suit or proceeding shall be brought only in such courts (and
     waives any objection based on forum non conveniens or any other objection
     to venue therein). Each party hereto waives any right to a trial by jury in
     connection with any such action, suit or proceeding.

                  (c)      Notice. All notices, requests, demands and other
                           ------
         communications hereunder shall be deemed to have been duly given and
         made if in writing and if served by personal delivery upon the party
         for whom it is intended or if sent by telex or telecopier (and also
         confirmed in writing) to the person at the address set forth below, or
         such other address as may be designated in writing hereafter, in the
         same manner, by such person:

                  (i)      if to Parent or Merger Sub, to:

                           c/o CareerBuilder, Inc.
                           10970 Parkridge Boulevard
                           Suite 200
                           Reston, VA  20191
                           Attention:  Robert J. McGovern
                           Telecopy No.: (703) 259-5510

                           with a copy to:

                           Hale and Dorr LLP
                           11951 Freedom Drive, Suite 1400
                           Reston, Virginia 20190
                           Attention:   Donald L. Toker, Jr.
                           Telecopy No. (703) 654-7100

                  (ii)     if to the Stockholder, to:

                           c/o the Company
                           333 Research Court
                           Suite 200
                           Norcross, Georgia 30092

                           with a copy to:


                                        5

<PAGE>

                           Alston & Bird LLP
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309
                           Attention:   J. Vaughan Curtis
                           Telecopy No. (404) 881-7777

                  (iii)    if to the Company, to:


                           333 Research Court
                           Suite 200
                           Norcross, Georgia  30092
                           Attention:  Robert M. Montgomery
                           Telecopy No.




                           with a copy to:

                           Alston & Bird LLP
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309
                           Attention:   J. Vaughan Curtis
                           Telecopy No. (404) 881-7777

                  (d)      Parties in Interest. This Agreement shall inure to
                           -------------------
     the benefit of and be binding upon the parties named herein and their
     respective successors and assigns. Nothing in this Agreement, expressed or
     implied, is intended to confer upon any person other than Parent, Merger
     Sub or the Stockholder, or their permitted successors or assigns, any
     rights or remedies under or by reason of this Agreement.

                  (e)      Entire Agreement; Amendments. This Agreement contains
                           ----------------------------
     the entire agreement between the parties hereto with respect to the subject
     matter hereof and supersedes all prior and contemporaneous agreements and
     understandings, oral or written, with respect to such transactions. This
     Agreement may not be changed, amended or modified orally, but only by an
     agreement in writing signed by the party against whom any waiver, change,
     amendment, modification or discharge may be sought.

                  (f)      Headings.  The section headings herein are for
                           --------
     convenience only and shall not affect the construction of this Agreement.

                  (g)      Counterparts. This Agreement may be executed in one
                           ------------
     or more counterparts, each of which, when executed, shall be deemed to be
     an original and all of which together shall constitute one and the same
     document.

                                        6

<PAGE>

               (h)  Governing Law. Except to the extent required to be governed
                    -------------
     by the provisions of the Georgia Business Corporation Code, this Agreement
     shall be governed by, and construed in accordance with, the laws of the
     State of Delaware, regardless of the laws that might otherwise govern under
     applicable principles of conflicts of laws thereof.

               (i)  Capitalized Terms. Capitalized terms not otherwise defined
                     ----------------
     in this Agreement shall have the meanings set forth in the Merger
     Agreement.

               (j)  Severability. If any term or other provision of this
                    ------------
     Agreement is invalid, illegal or incapable of being enforced by any rule of
     law, or public policy, all other conditions and provisions of this
     Agreement shall nevertheless remain in full force and effect so long as the
     economic and legal substance of the transactions contemplated hereby are
     not affected in any manner materially adverse to any party. Upon such
     determination that any term or other provision is invalid, illegal or
     incapable of being enforced, the parties shall negotiate in good faith to
     modify this Agreement so as to effect the original intent of the parties as
     closely as possible in a mutually acceptable manner in order that the
     transactions contemplated by this Agreement may be consummated as
     originally contemplated to the fullest extent possible.

               8.   No Limitations on Actions of the Stockholder as a Director.
                    ----------------------------------------------------------
Notwithstanding anything to the contrary in this Agreement, nothing in this
Agreement is intended or shall be construed to require the Stockholder to take
or in any way limit any action that the Stockholder may take in his capacity as
an officer or director of the Company, including without limitation the
discharge of the Stockholder's fiduciary duties as a director and/or officer of
the Company.

                                        7

<PAGE>

                  IN WITNESS WHEREOF, each of Parent and Merger Sub has caused
this Agreement to be signed by its officer thereunto duly authorized and the
Stockholder has duly signed this Agreement, all as of the date first written
above.

                                         CAREER HOLDINGS, INC.

                                         By:    /s/ JAMES THOLEN
                                              ----------------------------------
                                                Name: James Tholen
                                                Title: Vice President

                                         CB MERGER SUB, INC.

                                         By:    /s/ JAMES THOLEN
                                              ----------------------------------
                                                Name: James Tholen
                                                Title: Vice President

                                         HEADHUNTER.NET, INC.

                                         By:    /s/  ROBERT M. MONTGOMERY
                                              ----------------------------------
                                                Name: Robert M. Montgomery
                                                Title:  Chief Executive Officer

                                        8

<PAGE>

                                   STOCKHOLDER

                                       /s/ WILLIAM H. SCOTT, III
                                   ---------------------------------------------
                                   Name:  William H. Scott, III


                                   Number of shares of Common Stock owned by the
                                   Stockholder on the date hereof:

                                          4,200
                                   ------------------

                                        9


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(D)(5)
<SEQUENCE>15
<FILENAME>dex99d5.txt
<DESCRIPTION>STOCKHOLDER AGREEMENT/GOLDSTEIN
<TEXT>
<PAGE>

                                                                  Exhibit (d)(5)

                              STOCKHOLDER AGREEMENT

          STOCKHOLDER AGREEMENT (this "Agreement"), dated as of August 24, 2001,
                                       ---------
among Career Holdings, Inc., a Delaware corporation ("Parent"), CB Merger Sub,
                                                      ------
Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger
                                                                       ------
Sub"), HeadHunter.NET, Inc., a Georgia corporation (the "Company"), and the
---                                                      -------
undersigned stockholder of the Company (the "Stockholder").
                                             -----------

          WHEREAS, Parent, Merger Sub and the Company propose to enter into an
Agreement and Plan of Merger dated as of even date herewith (as the same may be
amended or supplemented, the "Merger Agreement") to provide for the making of a
                              ----------------
cash tender offer (as such offer may be amended from time to time, the "Offer")
                                                                        -----
by Merger Sub for any and all shares of common stock, par value $0.01 per share,
of the Company (the "Common Stock") at the Offer Price (as defined in the Merger
                     ------------
Agreement) and the merger of the Company and Merger Sub (the "Merger");
                                                              ------

          WHEREAS, the Stockholder legally and/or beneficially owns that number
of shares of Common Stock appearing on the signature page hereof (such shares,
as they may be adjusted by any stock dividend, stock split, recapitalization,
combination or exchange of shares, merger, consolidation, reorganization or
other change or transaction of or by the Company (each, an "Adjustment Event")
                                                            ----------------
being referred to herein as the "Subject Shares"). For purposes of this
                                 --------------
Agreement, Subject Shares shall not be deemed to include stock options, warrants
or other derivative securities, unless such stock options, warrants or other
derivative securities are exercised for shares of Common Stock, in which case
such shares of Common Stock shall become Subject Shares; and

          WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Parent and Merger Sub have requested that the Stockholder enter into
this Agreement;

          NOW, THEREFORE, to induce Parent and Merger Sub to enter into, and in
consideration of their entering into, the Merger Agreement, and in consideration
of the premises and the representations, warranties and agreements contained
herein, the parties agree as follows:

          1. Representations and Warranties. The Stockholder hereby represents
             ------------------------------
and warrants to Parent and Merger Sub as follows:

          (a) Authority. The Stockholder has all requisite power and authority
              ---------
     to enter into this Agreement and to consummate the transactions
     contemplated hereby. This Agreement has been duly authorized, executed and
     delivered by the Stockholder and constitutes a valid and binding obligation
     of the Stockholder enforceable in accordance with its terms. The execution
     and delivery of this Agreement does not, and the consummation of the
     transactions contemplated hereby and compliance with the terms hereof will
     not, conflict with, result in any violation of or default (with or without
     notice or lapse of time or both) under, any provision of any trust
     agreement, loan or credit

<PAGE>

     agreement, note, bond, mortgage, indenture, lease or other agreement,
     instrument, permit, concession, franchise, license, judgment, order,
     notice, decree, statute, law, ordinance, rule or regulation applicable to
     the Stockholder or to the Stockholder's property or assets. Except for the
     expiration or termination of the waiting period under the HSR Act and
     informational filings with the SEC, no consent, approval, order or
     authorization of, or registration, declaration or filing with, any court,
     administrative agency or commission or other governmental authority or
     instrumentality, domestic, foreign or supranational, is required by or with
     respect to the Stockholder in connection with the execution and delivery of
     this Agreement or the consummation by the Stockholder of the transactions
     contemplated hereby.

          (b) The Shares. The Stockholder has good and marketable title to the
              ----------
     Subject Shares, free and clear of any claims, liens, encumbrances and
     security interests whatsoever. The Stockholder owns no shares of Common
     Stock other than the Subject Shares.

          2. Representations and Warranties of Parent and Merger Sub. Parent and
             -------------------------------------------------------
Merger Sub hereby represent and warrant to the Stockholder that each of Parent
and Merger Sub has all requisite corporate power and authority to enter into
this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by Parent and Merger Sub, and the
consummation of the transactions contemplated hereby, have been duly authorized
by all necessary corporate action on the part of Parent and Merger Sub. This
Agreement has been duly executed and delivered by Parent and Merger Sub and
constitutes a valid and binding obligation of Parent and Merger Sub enforceable
in accordance with its terms.

          3. Covenants of the Stockholder. From and after the date hereof
             ----------------------------
through and including the termination of this Agreement, the Stockholder agrees
as follows:

          (a) At any meeting of stockholders of the Company called to vote upon
     the Merger and the Merger Agreement or at any adjournment thereof or in any
     other circumstances upon which a vote, consent or other approval with
     respect to the Merger and the Merger Agreement is sought, the Stockholder
     shall vote (or cause to be voted) the Subject Shares (over which the
     Stockholder has sole voting power) in favor of the Merger, the approval of
     the Merger Agreement and the approval of the terms thereof and each of the
     other transactions contemplated by the Merger Agreement, provided that the
     terms of the Merger Agreement shall not have been amended to adversely
     affect the Stockholder.

          (b) At any meeting of stockholders of the Company or at any
     adjournment thereof or in any other circumstances upon which the
     Stockholder's vote, consent or other approval is sought, the Stockholder
     shall vote (or cause to be voted) the Subject Shares (over which the
     Stockholder has sole voting power) against (i) any merger agreement or
     merger (other than the Merger Agreement and the Merger), consolidation,
     combination, sale of substantial assets, reorganization, recapitalization,
     dissolution, liquidation or winding up of or by the Company or any other
     Acquisition Proposal or (ii) any amendment of the Company's articles of
     incorporation or by-laws or other proposal or

                                        2

<PAGE>

     transaction involving the Company or any of its subsidiaries, which
     amendment or other proposal or transaction would in any manner impede,
     frustrate, prevent or nullify the Merger, the Merger Agreement or any of
     the other transactions contemplated by the Merger Agreement.

          (c) The Stockholder hereby agrees that, except as contemplated by this
     Agreement and the Merger Agreement, the Stockholder shall not (i) sell,
     transfer, pledge, assign or otherwise dispose of (including by gift) or
     enter into any contract, option or other arrangement (including any profit
     sharing arrangement) with respect to the sale, transfer, pledge, assignment
     or other disposition of (collectively, "Transfer"), or consent to or permit
                                             --------
     any Transfer of, any or all of the Subject Shares or any interest therein
     or (ii) grant any proxy, power-of-attorney or other authorization in or
     with respect to the Subject Shares. Nothing in this Agreement shall prevent
     the conversion of the Subject Shares into other property in accordance with
     a statutory merger or share exchange or restrict in any manner the
     Stockholder's right to transfer or alienate such property.

          (d) The Stockholder acknowledges that it is bound by the provisions of
     Section 7.1 of the Merger Agreement and shall not, nor shall the
     Stockholder permit any investment banker, attorney or other adviser or
     representative of the Stockholder to, (i) directly or indirectly solicit,
     initiate or encourage the submission of any Acquisition Proposal or (ii)
     directly or indirectly participate in any discussions or negotiations
     regarding, or furnish to any person any information with respect to, or
     take any other action to facilitate any inquiries or the making of any
     proposal that constitutes, or may reasonably be expected to lead to, any
     Acquisition Proposal, unless and solely to the extent expressly permitted
     under Section 7.1 of the Merger Agreement.

          (e) Stockholder hereby agrees to validly tender pursuant to and in
     accordance with the terms of the Offer, as soon as practicable after
     commencement but in no event later than the then scheduled expiration date
     of the Offer, all of the Subject Shares by physical delivery of the
     certificates therefor (if such Subject Shares are certificated in the name
     of Stockholder), and not to withdraw such Subject Shares, except following
     a termination of the Offer pursuant to its terms. If such Subject Shares
     are currently held in the name of a broker or other nominee, Stockholder
     shall instruct the broker or nominee to deliver the securities by a
     book-entry transfer or other customary electronic means for delivery of
     securities in connection with a tender offer. Stockholder hereby authorizes
     Parent and Merger Sub to publish and disclose in the Offer Documents and,
     if approval of the Company's stockholders is required under applicable law,
     the Proxy Statement (including all documents and schedules filed with the
     SEC) Stockholder's identity and ownership of the Subject Shares and the
     nature of Stockholder's commitments, arrangements and understandings under
     this Agreement.

          (f) Grant of Irrevocable Proxy; Appointment of Proxy. (i) The
              ------------------------------------------------
     Stockholder hereby irrevocably grants to, and appoints, Robert J. McGovern
     and James A. Tholen or either of them, in their respective capacities as
     officers of Parent, and any individual who shall hereafter succeed to any
     such office of Parent, and each of them individually, the Stockholder's
     proxy and attorney-in-fact (with full power of substitution), for and in
     the name, place and stead of the Stockholder, to vote the Subject Shares
     (over which the

                                       3

<PAGE>

     Stockholder has sole voting power) in favor of adoption of the Merger
     Agreement and otherwise as contemplated by Section 3(b).

               (ii) The Stockholder represents that any proxies heretofore given
          in respect of the Shares are not irrevocable, and that any such
          proxies are hereby revoked.

               (iii) The Stockholder understands and acknowledges that Parent is
          entering into the Merger Agreement in reliance upon the Stockholder's
          execution and delivery of this Agreement. The Stockholder hereby
          affirms that the irrevocable proxy set forth in this Section 3(f) is
          given in connection with the execution of the Merger Agreement, and
          that such irrevocable proxy is given to secure the performance of the
          duties of the Stockholder under this Agreement. The Stockholder hereby
          further affirms that the irrevocable proxy is coupled with an interest
          and may under no circumstances be revoked. The Stockholder hereby
          ratifies and confirms all that such irrevocable proxy may lawfully do
          or cause to be done by virtue hereof. Such irrevocable proxy is
          executed and intended to be irrevocable in accordance with Georgia
          law.

          (g) Waiver of Appraisal Rights. The Stockholder hereby waives any
              --------------------------
     rights of appraisal or rights to dissent from the Merger that the
     Stockholder may have.

          4. Further Assurances. The Stockholder will, from time to time,
             -------------------
execute and deliver, or cause to be executed and delivered, such additional or
further transfers, assignments, endorsements, consents and other instruments as
Parent or Merger Sub may reasonably request for the purpose of effectively
carrying out the transactions contemplated by this Agreement.

          5. Assignment. Neither this Agreement nor any of the rights, interests
             -----------
or obligations hereunder shall be assigned by any of the parties without the
prior written consent of the other parties, except that Merger Sub may assign,
in its sole discretion, any or all of its rights, interests and obligations
hereunder to Parent or to any direct or indirect wholly owned subsidiary of
Parent. Subject to the preceding sentence, this Agreement will be binding upon,
inure to the benefit of and be enforceable by the parties and their respective
successors and assigns and, in the case of the Stockholder, the heirs, executors
and administrators of the Stockholder.

          6. Termination. Notwithstanding any other provision of this Agreement,
             ------------
this Agreement (including without limitation the irrevocable proxy contained
herein) shall terminate upon the earlier of (i) the Effective Time or (ii) a
valid termination of the Merger Agreement.

          7. General Provisions.
             -------------------

          (a) Expenses. Except as otherwise expressly provided in the Merger
              ---------
     Agreement, each party hereto shall pay its own expenses incurred in
     connection with this Agreement.

          (b) Specific Performance. The parties hereto agree that irreparable
              ---------------------
     damage would occur in the event that any of the provisions of this
     Agreement were not performed

                                       4

<PAGE>

     in accordance with their specific terms or were otherwise breached. It is
     accordingly agreed that the parties shall be entitled to an injunction or
     injunctions to prevent breaches of this Agreement and to enforce
     specifically the terms and provisions hereof in any court of the United
     States or any state thereof having jurisdiction, this being in addition to
     any other remedy to which they are entitled at law or in equity. Each party
     hereby irrevocably submits to the exclusive jurisdiction of the United
     States District Court for the District of Delaware in any action, suit or
     proceeding arising in connection with this Agreement and agrees that any
     such action, suit or proceeding shall be brought only in such courts (and
     waives any objection based on forum non conveniens or any other objection
     to venue therein). Each party hereto waives any right to a trial by jury in
     connection with any such action, suit or proceeding.

          (c)  Notice. All notices, requests, demands and other communications
               ------
     hereunder shall be deemed to have been duly given and made if in writing
     and if served by personal delivery upon the party for whom it is intended
     or if sent by telex or telecopier (and also confirmed in writing) to the
     person at the address set forth below, or such other address as may be
     designated in writing hereafter, in the same manner, by such person:

          (i)  if to Parent or Merger Sub, to:

               c/o CareerBuilder, Inc.
               10970 Parkridge Boulevard
               Suite 200
               Reston, VA  20191
               Attention:  Robert J. McGovern
               Telecopy No.:  (703) 259-5510

               with a copy to:

               Hale and Dorr LLP
               11951 Freedom Drive, Suite 1400
               Reston, Virginia 20190
               Attention:       Donald L. Toker, Jr.
               Telecopy No.     (703) 654-7100

          (ii) if to the Stockholder, to:

               c/o the Company
               333 Research Court
               Suite 200
               Norcross, Georgia 30092

               with a copy to:

                                        5

<PAGE>

                Alston & Bird LLP
                1201 West Peachtree Street
                Atlanta, Georgia 30309
                Attention:       J. Vaughan Curtis
                Telecopy No.     (404) 881-7777

          (iii) if to the Company, to:


                333 Research Court
                Suite 200
                Norcross, Georgia  30092
                Attention:       Robert M. Montgomery
                Telecopy No.




                with a copy to:

                Alston & Bird LLP
                1201 West Peachtree Street
                Atlanta, Georgia 30309
                Attention:       J. Vaughan Curtis
                Telecopy No.     (404) 881-7777

          (d) Parties in Interest. This Agreement shall inure to the benefit of
              -------------------
     and be binding upon the parties named herein and their respective
     successors and assigns. Nothing in this Agreement, expressed or implied, is
     intended to confer upon any person other than Parent, Merger Sub or the
     Stockholder, or their permitted successors or assigns, any rights or
     remedies under or by reason of this Agreement.

          (e) Entire Agreement; Amendments. This Agreement contains the entire
              ----------------------------
     agreement between the parties hereto with respect to the subject matter
     hereof and supersedes all prior and contemporaneous agreements and
     understandings, oral or written, with respect to such transactions. This
     Agreement may not be changed, amended or modified orally, but only by an
     agreement in writing signed by the party against whom any waiver, change,
     amendment, modification or discharge may be sought.

          (f) Headings. The section headings herein are for convenience only and
              --------
     shall not affect the construction of this Agreement.

          (g) Counterparts. This Agreement may be executed in one or more
              ------------
     counterparts, each of which, when executed, shall be deemed to be an
     original and all of which together shall constitute one and the same
     document.

                                        6

<PAGE>

          (h) Governing Law. Except to the extent required to be governed by the
              -------------
     provisions of the Georgia Business Corporation Code, this Agreement shall
     be governed by, and construed in accordance with, the laws of the State of
     Delaware, regardless of the laws that might otherwise govern under
     applicable principles of conflicts of laws thereof.

          (i) Capitalized Terms. Capitalized terms not otherwise defined in this
              -----------------
     Agreement shall have the meanings set forth in the Merger Agreement.

          (j) Severability. If any term or other provision of this Agreement is
              ------------
     invalid, illegal or incapable of being enforced by any rule of law, or
     public policy, all other conditions and provisions of this Agreement shall
     nevertheless remain in full force and effect so long as the economic and
     legal substance of the transactions contemplated hereby are not affected in
     any manner materially adverse to any party. Upon such determination that
     any term or other provision is invalid, illegal or incapable of being
     enforced, the parties shall negotiate in good faith to modify this
     Agreement so as to effect the original intent of the parties as closely as
     possible in a mutually acceptable manner in order that the transactions
     contemplated by this Agreement may be consummated as originally
     contemplated to the fullest extent possible.

          8. No Limitations on Actions of the Stockholder as a Director.
             ----------------------------------------------------------
Notwithstanding anything to the contrary in this Agreement, nothing in this
Agreement is intended or shall be construed to require the Stockholder to take
or in any way limit any action that the Stockholder may take in his capacity as
an officer or director of the Company, including without limitation the
discharge of the Stockholder's fiduciary duties as a director and/or officer of
the Company.

                                       7

<PAGE>

          IN WITNESS WHEREOF, each of Parent and Merger Sub has caused this
Agreement to be signed by its officer thereunto duly authorized and the
Stockholder has duly signed this Agreement, all as of the date first written
above.

                              CAREER HOLDINGS, INC.

                              By:   /s/ JAMES THOLEN
                                 -----------------------------------------------
                                    Name:  James Tholen
                                    Title: Vice President

                              CB MERGER SUB, INC.

                              By:   /s/ JAMES THOLEN
                                    --------------------------------------------
                                    Name:  James Tholen
                                    Title: Vice President

                              HEADHUNTER.NET, INC.

                              By:   /s/  ROBERT M. MONTGOMERY
                                    --------------------------------------------
                                    Name: Robert M. Montgomery
                                    Title:  Chief Executive Officer

                                        8

<PAGE>

                              STOCKHOLDER

                                    /s/ BURTON B. GOLDSTEIN, JR.
                              -------------------------------------------
                              Name:  Burton B. Goldstein, Jr.


                              Number of shares of Common Stock owned by the
                              Stockholder on the date hereof:

                                    34,100
                              ------------------

                                        9


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(D)(6)
<SEQUENCE>16
<FILENAME>dex99d6.txt
<DESCRIPTION>STOCKHOLDER AGREEMENT/MONTGOMERY
<TEXT>
<PAGE>


                                                                  Exhibit (d)(6)

                              STOCKHOLDER AGREEMENT

        STOCKHOLDER AGREEMENT (this "Agreement"), dated as of August
                                     ---------
24, 2001, among Career Holdings, Inc., a Delaware corporation ("Parent"), CB
                                                                ------
Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent
("Merger Sub"), HeadHunter.NET, Inc., a Georgia corporation (the "Company"), and
  ----------                                                      -------
the undersigned stockholder of the Company (the "Stockholder").
                                                 -----------

        WHEREAS, Parent, Merger Sub and the Company propose to enter
into an Agreement and Plan of Merger dated as of even date herewith (as the same
may be amended or supplemented, the "Merger Agreement") to provide for the
                                     ----------------
making of a cash tender offer (as such offer may be amended from time to time,
the "Offer") by Merger Sub for any and all shares of common stock, par value
     -----
$0.01 per share, of the Company (the "Common Stock") at the Offer Price (as
                                      ------------
defined in the Merger Agreement) and the merger of the Company and Merger Sub
(the "Merger");
      ------

        WHEREAS, the Stockholder legally and/or beneficially owns that
number of shares of Common Stock appearing on the signature page hereof (such
shares, as they may be adjusted by any stock dividend, stock split,
recapitalization, combination or exchange of shares, merger, consolidation,
reorganization or other change or transaction of or by the Company (each, an
"Adjustment Event") being referred to herein as the "Subject Shares"). For
 ----------------                                    --------------
purposes of this Agreement, Subject Shares shall not be deemed to include stock
options, warrants or other derivative securities, unless such stock options,
warrants or other derivative securities are exercised for shares of Common
Stock, in which case such shares of Common Stock shall become Subject Shares;
and

        WHEREAS, as a condition to their willingness to enter into the
Merger Agreement, Parent and Merger Sub have requested that the Stockholder
enter into this Agreement;

        NOW, THEREFORE, to induce Parent and Merger Sub to enter into,
and in consideration of their entering into, the Merger Agreement, and in
consideration of the premises and the representations, warranties and agreements
contained herein, the parties agree as follows:

        1.   Representations and Warranties. The Stockholder hereby
             ------------------------------
represents and warrants to Parent and Merger Sub as follows:

        (a)  Authority. The Stockholder has all requisite power and
             ---------
     authority to enter into this Agreement and to consummate the transactions
     contemplated hereby. This Agreement has been duly authorized, executed and
     delivered by the Stockholder and constitutes a valid and binding obligation
     of the Stockholder enforceable in accordance with its terms. The execution
     and delivery of this Agreement does not, and the consummation of the
     transactions contemplated hereby and compliance with the terms hereof will
     not, conflict with, result in any violation of or default (with or without
     notice or lapse of time or both) under, any provision of any trust
     agreement, loan or credit

<PAGE>

     agreement, note, bond, mortgage, indenture, lease or other agreement,
     instrument, permit, concession, franchise, license, judgment, order,
     notice, decree, statute, law, ordinance, rule or regulation applicable to
     the Stockholder or to the Stockholder's property or assets. Except for the
     expiration or termination of the waiting period under the HSR Act and
     informational filings with the SEC, no consent, approval, order or
     authorization of, or registration, declaration or filing with, any court,
     administrative agency or commission or other governmental authority or
     instrumentality, domestic, foreign or supranational, is required by or with
     respect to the Stockholder in connection with the execution and delivery of
     this Agreement or the consummation by the Stockholder of the transactions
     contemplated hereby.

          (b)  The Shares. The Stockholder has good and marketable title to the
               ----------
     Subject Shares, free and clear of any claims, liens, encumbrances and
     security interests whatsoever. The Stockholder owns no shares of Common
     Stock other than the Subject Shares.

          2.   Representations and Warranties of Parent and Merger Sub. Parent
               -------------------------------------------------------
and Merger Sub hereby represent and warrant to the Stockholder that each of
Parent and Merger Sub has all requisite corporate power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by Parent and Merger Sub, and the
consummation of the transactions contemplated hereby, have been duly authorized
by all necessary corporate action on the part of Parent and Merger Sub. This
Agreement has been duly executed and delivered by Parent and Merger Sub and
constitutes a valid and binding obligation of Parent and Merger Sub enforceable
in accordance with its terms.

          3.   Covenants of the Stockholder. From and after the date hereof
               ----------------------------
through and including the termination of this Agreement, the Stockholder agrees
as follows:

          (a)  At any meeting of stockholders of the Company called to vote upon
     the Merger and the Merger Agreement or at any adjournment thereof or in any
     other circumstances upon which a vote, consent or other approval with
     respect to the Merger and the Merger Agreement is sought, the Stockholder
     shall vote (or cause to be voted) the Subject Shares (over which the
     Stockholder has sole voting power) in favor of the Merger, the approval of
     the Merger Agreement and the approval of the terms thereof and each of the
     other transactions contemplated by the Merger Agreement, provided that the
     terms of the Merger Agreement shall not have been amended to adversely
     affect the Stockholder.

          (b)  At any meeting of stockholders of the Company or at any
     adjournment thereof or in any other circumstances upon which the
     Stockholder's vote, consent or other approval is sought, the Stockholder
     shall vote (or cause to be voted) the Subject Shares (over which the
     Stockholder has sole voting power) against (i) any merger agreement or
     merger (other than the Merger Agreement and the Merger), consolidation,
     combination, sale of substantial assets, reorganization, recapitalization,
     dissolution, liquidation or winding up of or by the Company or any other
     Acquisition Proposal or (ii) any amendment of the Company's articles of
     incorporation or by-laws or other proposal or

                                        2

<PAGE>

     transaction involving the Company or any of its subsidiaries, which
     amendment or other proposal or transaction would in any manner impede,
     frustrate, prevent or nullify the Merger, the Merger Agreement or any of
     the other transactions contemplated by the Merger Agreement.

          (c)  The Stockholder hereby agrees that, except as contemplated by
     this Agreement and the Merger Agreement, the Stockholder shall not (i)
     sell, transfer, pledge, assign or otherwise dispose of (including by gift)
     or enter into any contract, option or other arrangement (including any
     profit sharing arrangement) with respect to the sale, transfer, pledge,
     assignment or other disposition of (collectively, "Transfer"), or consent
                                                        --------
     to or permit any Transfer of, any or all of the Subject Shares or any
     interest therein or (ii) grant any proxy, power-of-attorney or other
     authorization in or with respect to the Subject Shares. Nothing in this
     Agreement shall prevent the conversion of the Subject Shares into other
     property in accordance with a statutory merger or share exchange or
     restrict in any manner the Stockholder's right to transfer or alienate such
     property.

          (d)  The Stockholder acknowledges that it is bound by the provisions
     of Section 7.1 of the Merger Agreement and shall not, nor shall the
     Stockholder permit any investment banker, attorney or other adviser or
     representative of the Stockholder to, (i) directly or indirectly solicit,
     initiate or encourage the submission of any Acquisition Proposal or (ii)
     directly or indirectly participate in any discussions or negotiations
     regarding, or furnish to any person any information with respect to, or
     take any other action to facilitate any inquiries or the making of any
     proposal that constitutes, or may reasonably be expected to lead to, any
     Acquisition Proposal, unless and solely to the extent expressly permitted
     under Section 7.1 of the Merger Agreement.

          (e)  Stockholder hereby agrees to validly tender pursuant to and in
     accordance with the terms of the Offer, as soon as practicable after
     commencement but in no event later than the then scheduled expiration date
     of the Offer, all of the Subject Shares by physical delivery of the
     certificates therefor (if such Subject Shares are certificated in the name
     of Stockholder), and not to withdraw such Subject Shares, except following
     a termination of the Offer pursuant to its terms. If such Subject Shares
     are currently held in the name of a broker or other nominee, Stockholder
     shall instruct the broker or nominee to deliver the securities by a
     book-entry transfer or other customary electronic means for delivery of
     securities in connection with a tender offer. Stockholder hereby authorizes
     Parent and Merger Sub to publish and disclose in the Offer Documents and,
     if approval of the Company's stockholders is required under applicable law,
     the Proxy Statement (including all documents and schedules filed with the
     SEC) Stockholder's identity and ownership of the Subject Shares and the
     nature of Stockholder's commitments, arrangements and understandings under
     this Agreement.

          (f)  Grant of Irrevocable Proxy; Appointment of Proxy. (i) The
               ------------------------------------------------
     Stockholder hereby irrevocably grants to, and appoints, Robert J. McGovern
     and James A. Tholen or either of them, in their respective capacities as
     officers of Parent, and any individual who shall hereafter succeed to any
     such office of Parent, and each of them individually, the Stockholder's
     proxy and attorney-in-fact (with full power of substitution), for and in
     the name, place and stead of the Stockholder, to vote the Subject Shares
     (over which the

                                        3


<PAGE>

     Stockholder has sole voting power) in favor of adoption of the Merger
     Agreement and otherwise as contemplated by Section 3(b).

                  (ii)  The Stockholder represents that any proxies heretofore
                  given in respect of the Shares are not irrevocable, and
                  that any such proxies are hereby revoked.

                  (iii) The Stockholder understands and acknowledges that
                  Parent is entering into the Merger Agreement in reliance
                  upon the Stockholder's execution and delivery of this
                  Agreement. The Stockholder hereby affirms that the irrevocable
                  proxy set forth in this Section 3(f) is given in connection
                  with the execution of the Merger Agreement, and that such
                  irrevocable proxy is given to secure the performance of the
                  duties of the Stockholder under this Agreement. The
                  Stockholder hereby further affirms that the irrevocable proxy
                  is coupled with an interest and may under no circumstances be
                  revoked. The Stockholder hereby ratifies and confirms all that
                  such irrevocable proxy may lawfully do or cause to be done by
                  virtue hereof. Such irrevocable proxy is executed and intended
                  to be irrevocable in accordance with Georgia law.

        (g)      Waiver of Appraisal Rights.  The Stockholder hereby
                 --------------------------
     waives any rights of appraisal or rights to dissent from the Merger that
     the Stockholder may have.

        4.       Further Assurances. The Stockholder will, from time
                 ------------------
to time, execute and deliver, or cause to be executed and delivered, such
additional or further transfers, assignments, endorsements, consents and other
instruments as Parent or Merger Sub may reasonably request for the purpose of
effectively carrying out the transactions contemplated by this Agreement.

        5.       Assignment. Neither this Agreement nor any of the rights,
                 ----------
interests or obligations hereunder shall be assigned by any of the parties
without the prior written consent of the other parties, except that Merger Sub
may assign, in its sole discretion, any or all of its rights, interests and
obligations hereunder to Parent or to any direct or indirect wholly owned
subsidiary of Parent. Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns and, in the case of the Stockholder, the
heirs, executors and administrators of the Stockholder.

        6.       Termination. Notwithstanding any other provision of this
                 -----------
Agreement, this Agreement (including without limitation the irrevocable
proxy contained herein) shall terminate upon the earlier of (i) the Effective
Time or (ii) a valid termination of the Merger Agreement.

        7.       General Provisions.
                 ------------------

        (a)      Expenses. Except as otherwise expressly provided in
                 --------
     the Merger Agreement, each party hereto shall pay its own expenses incurred
     in connection with this Agreement.

        (b)      Specific Performance.  The parties hereto agree that
                 --------------------
     irreparable damage would occur in the event that any of the provisions of
     this Agreement were not performed


                                        4

<PAGE>

     in accordance with their specific terms or were otherwise breached. It is
     accordingly agreed that the parties shall be entitled to an injunction or
     injunctions to prevent breaches of this Agreement and to enforce
     specifically the terms and provisions hereof in any court of the United
     States or any state thereof having jurisdiction, this being in addition to
     any other remedy to which they are entitled at law or in equity. Each party
     hereby irrevocably submits to the exclusive jurisdiction of the United
     States District Court for the District of Delaware in any action, suit or
     proceeding arising in connection with this Agreement and agrees that any
     such action, suit or proceeding shall be brought only in such courts (and
     waives any objection based on forum non conveniens or any other objection
     to venue therein). Each party hereto waives any right to a trial by jury in
     connection with any such action, suit or proceeding.

        (c)      Notice. All notices, requests, demands and other
                           ------
     communications hereunder shall be deemed to have been duly given and made
     if in writing and if served by personal delivery upon the party for whom it
     is intended or if sent by telex or telecopier (and also confirmed in
     writing) to the person at the address set forth below, or such other
     address as may be designated in writing hereafter, in the same manner, by
     such person:

        (i)      if to Parent or Merger Sub, to:

                           c/o CareerBuilder, Inc.
                           10970 Parkridge Boulevard
                           Suite 200
                           Reston, VA  20191
                           Attention:  Robert J. McGovern
                           Telecopy No.:  (703) 259-5510

                           with a copy to:

                           Hale and Dorr LLP
                           11951 Freedom Drive, Suite 1400
                           Reston, Virginia 20190
                           Attention:       Donald L. Toker, Jr.
                           Telecopy No.     (703) 654-7100

        (ii)     if to the Stockholder, to:

                           c/o the Company
                           333 Research Court
                           Suite 200
                           Norcross, Georgia 30092

                           with a copy to:


                                        5

<PAGE>

                           Alston & Bird LLP
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309
                           Attention:   J. Vaughan Curtis
                           Telecopy No. (404) 881-7777

        (iii)    if to the Company, to:


                           333 Research Court
                           Suite 200
                           Norcross, Georgia  30092
                           Attention:  Robert M. Montgomery
                           Telecopy No.




                           with a copy to:

                           Alston & Bird LLP
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309
                           Attention:   J. Vaughan Curtis
                           Telecopy No. (404) 881-7777

        (d)      Parties in Interest. This Agreement shall inure to
                 -------------------
     the benefit of and be binding upon the parties named herein and their
     respective successors and assigns. Nothing in this Agreement, expressed or
     implied, is intended to confer upon any person other than Parent, Merger
     Sub or the Stockholder, or their permitted successors or assigns, any
     rights or remedies under or by reason of this Agreement.

        (e)      Entire Agreement; Amendments. This Agreement contains the
                 ----------------------------
     entire agreement between the parties hereto with respect to the subject
     matter hereof and supersedes all prior and contemporaneous agreements and
     understandings, oral or written, with respect to such transactions. This
     Agreement may not be changed, amended or modified orally, but only by an
     agreement in writing signed by the party against whom any waiver, change,
     amendment, modification or discharge may be sought.

        (f)      Headings.  The section headings herein are for
                 --------
     convenience only and shall not affect the construction of this Agreement.

        (g)      Counterparts. This Agreement may be executed in one or
                 ------------
     more counterparts, each of which, when executed, shall be deemed to be
     an original and all of which together shall constitute one and the same
     document.

                                        6

<PAGE>

               (h)  Governing Law. Except to the extent required to be governed
                    -------------
     by the provisions of the Georgia Business Corporation Code, this Agreement
     shall be governed by, and construed in accordance with, the laws of the
     State of Delaware, regardless of the laws that might otherwise govern under
     applicable principles of conflicts of laws thereof.

               (i)  Capitalized Terms. Capitalized terms not otherwise defined
                    -----------------
     in this Agreement shall have the meanings set forth in the Merger
     Agreement.

               (j)  Severability. If any term or other provision of this
                    ------------
     Agreement is invalid, illegal or incapable of being enforced by any rule of
     law, or public policy, all other conditions and provisions of this
     Agreement shall nevertheless remain in full force and effect so long as the
     economic and legal substance of the transactions contemplated hereby are
     not affected in any manner materially adverse to any party. Upon such
     determination that any term or other provision is invalid, illegal or
     incapable of being enforced, the parties shall negotiate in good faith to
     modify this Agreement so as to effect the original intent of the parties as
     closely as possible in a mutually acceptable manner in order that the
     transactions contemplated by this Agreement may be consummated as
     originally contemplated to the fullest extent possible.

               8.   No Limitations on Actions of the Stockholder as a Director.
                    ----------------------------------------------------------
Notwithstanding anything to the contrary in this Agreement, nothing in this
Agreement is intended or shall be construed to require the Stockholder to take
or in any way limit any action that the Stockholder may take in his capacity as
an officer or director of the Company, including without limitation the
discharge of the Stockholder's fiduciary duties as a director and/or officer of
the Company.

                                        7

<PAGE>

                  IN WITNESS WHEREOF, each of Parent and Merger Sub has caused
this Agreement to be signed by its officer thereunto duly authorized and the
Stockholder has duly signed this Agreement, all as of the date first written
above.

                                         CAREER HOLDINGS, INC.

                                         By:  /s/ JAMES THOLEN
                                            ------------------------------------
                                              Name: James Tholen
                                              Title: Vice President

                                         CB MERGER SUB, INC.

                                         By:  /s/ JAMES THOLEN
                                            ------------------------------------
                                              Name: James Tholen
                                              Title: Vice President

                                         HEADHUNTER.NET, INC.

                                         By:  /s/  ROBERT M. MONTGOMERY
                                            ------------------------------------
                                              Name: Robert M. Montgomery
                                              Title:  Chief Executive Officer

                                        8

<PAGE>

                                      STOCKHOLDER

                                          /s/ ROBERT M. MONTGOMERY
                                      ------------------------------------------
                                      Name:  Robert M. Montgomery


                                      Number of shares of Common Stock owned by
                                      the Stockholder on the date hereof:

                                            363,333
                                      -------------------




                                        9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(D)(7)
<SEQUENCE>17
<FILENAME>dex99d7.txt
<DESCRIPTION>STOCKHOLDER AGREEMENT/MISIKOFF
<TEXT>
<PAGE>

                                                                  Exhibit (d)(7)

                              STOCKHOLDER AGREEMENT

        STOCKHOLDER AGREEMENT (this "Agreement"), dated as of August 24,
                                     ---------
2001, among Career Holdings, Inc., a Delaware corporation ("Parent"), CB
                                                                ------
Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent
("Merger Sub"), HeadHunter.NET, Inc., a Georgia corporation (the "Company"), and
  ----------                                                      -------
the undersigned stockholder of the Company (the "Stockholder").
                                                 -----------

        WHEREAS, Parent, Merger Sub and the Company propose to enter into
an Agreement and Plan of Merger dated as of even date herewith (as the same
may be amended or supplemented, the "Merger Agreement") to provide for the
                                     ----------------
making of a cash tender offer (as such offer may be amended from time to time,
the "Offer") by Merger Sub for any and all shares of common stock, par value
     -----
$0.01 per share, of the Company (the "Common Stock") at the Offer Price (as
                                      ------------
defined in the Merger Agreement) and the merger of the Company and Merger Sub
(the "Merger");
      ------

        WHEREAS, the Stockholder legally and/or beneficially owns that
number of shares of Common Stock appearing on the signature page hereof (such
shares, as they may be adjusted by any stock dividend, stock split,
recapitalization, combination or exchange of shares, merger, consolidation,
reorganization or other change or transaction of or by the Company (each, an
"Adjustment Event") being referred to herein as the "Subject Shares"). For
 ----------------                                    --------------
purposes of this Agreement, Subject Shares shall not be deemed to include stock
options, warrants or other derivative securities, unless such stock options,
warrants or other derivative securities are exercised for shares of Common
Stock, in which case such shares of Common Stock shall become Subject Shares;
and

        WHEREAS, as a condition to their willingness to enter into the
Merger Agreement, Parent and Merger Sub have requested that the Stockholder
enter into this Agreement;

        NOW, THEREFORE, to induce Parent and Merger Sub to enter into, and
in consideration of their entering into, the Merger Agreement, and in
consideration of the premises and the representations, warranties and agreements
contained herein, the parties agree as follows:

        1.   Representations and Warranties. The Stockholder hereby
             ------------------------------
represents and warrants to Parent and Merger Sub as follows:

        (a)  Authority. The Stockholder has all requisite power and
             ---------
     authority to enter into this Agreement and to consummate the transactions
     contemplated hereby. This Agreement has been duly authorized, executed and
     delivered by the Stockholder and constitutes a valid and binding obligation
     of the Stockholder enforceable in accordance with its terms. The execution
     and delivery of this Agreement does not, and the consummation of the
     transactions contemplated hereby and compliance with the terms hereof will
     not, conflict with, result in any violation of or default (with or without
     notice or lapse of time or both) under, any provision of any trust
     agreement, loan or credit


<PAGE>

     agreement, note, bond, mortgage, indenture, lease or other agreement,
     instrument, permit, concession, franchise, license, judgment, order,
     notice, decree, statute, law, ordinance, rule or regulation applicable to
     the Stockholder or to the Stockholder's property or assets. Except for the
     expiration or termination of the waiting period under the HSR Act and
     informational filings with the SEC, no consent, approval, order or
     authorization of, or registration, declaration or filing with, any court,
     administrative agency or commission or other governmental authority or
     instrumentality, domestic, foreign or supranational, is required by or with
     respect to the Stockholder in connection with the execution and delivery of
     this Agreement or the consummation by the Stockholder of the transactions
     contemplated hereby.

        (b)  The Shares. The Stockholder has good and marketable title to
             ----------
     the Subject Shares, free and clear of any claims, liens, encumbrances and
     security interests whatsoever. The Stockholder owns no shares of Common
     Stock other than the Subject Shares.

        2.   Representations and Warranties of Parent and Merger Sub.
             -------------------------------------------------------
Parent and Merger Sub hereby represent and warrant to the Stockholder that each
of Parent and Merger Sub has all requisite corporate power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by Parent and Merger Sub,
and the consummation of the transactions contemplated hereby, have been duly
authorized by all necessary corporate action on the part of Parent and Merger
Sub. This Agreement has been duly executed and delivered by Parent and Merger
Sub and constitutes a valid and binding obligation of Parent and Merger Sub
enforceable in accordance with its terms.

        3.   Covenants of the Stockholder. From and after the date hereof
             ----------------------------
through and including the termination of this Agreement, the Stockholder agrees
as follows:

        (a)  At any meeting of stockholders of the Company called to vote
     upon the Merger and the Merger Agreement or at any adjournment thereof or
     in any other circumstances upon which a vote, consent or other approval
     with respect to the Merger and the Merger Agreement is sought, the
     Stockholder shall vote (or cause to be voted) the Subject Shares (over
     which the Stockholder has sole voting power) in favor of the Merger, the
     approval of the Merger Agreement and the approval of the terms thereof and
     each of the other transactions contemplated by the Merger Agreement,
     provided that the terms of the Merger Agreement shall not have been amended
     to adversely affect the Stockholder.

        (b)  At any meeting of stockholders of the Company or at any
     adjournment thereof or in any other circumstances upon which the
     Stockholder's vote, consent or other approval is sought, the Stockholder
     shall vote (or cause to be voted) the Subject Shares (over which the
     Stockholder has sole voting power) against (i) any merger agreement or
     merger (other than the Merger Agreement and the Merger), consolidation,
     combination, sale of substantial assets, reorganization, recapitalization,
     dissolution, liquidation or winding up of or by the Company or any other
     Acquisition Proposal or (ii) any amendment of the Company's articles of
     incorporation or by-laws or other proposal or

                                        2

<PAGE>

     transaction involving the Company or any of its subsidiaries, which
     amendment or other proposal or transaction would in any manner impede,
     frustrate, prevent or nullify the Merger, the Merger Agreement or any of
     the other transactions contemplated by the Merger Agreement.

          (c)  The Stockholder hereby agrees that, except as contemplated by
     this Agreement and the Merger Agreement, the Stockholder shall not (i)
     sell, transfer, pledge, assign or otherwise dispose of (including by gift)
     or enter into any contract, option or other arrangement (including any
     profit sharing arrangement) with respect to the sale, transfer, pledge,
     assignment or other disposition of (collectively, "Transfer"), or consent
     to or permit any Transfer of, any or all of the Subject Shares or any
     interest therein or (ii) grant any proxy, power-of-attorney or other
     authorization in or with respect to the Subject Shares. Nothing in this
     Agreement shall prevent the conversion of the Subject Shares into other
     property in accordance with a statutory merger or share exchange or
     restrict in any manner the Stockholder's right to transfer or alienate such
     property.

          (d)  The Stockholder acknowledges that it is bound by the provisions
     of Section 7.1 of the Merger Agreement and shall not, nor shall the
     Stockholder permit any investment banker, attorney or other adviser or
     representative of the Stockholder to, (i) directly or indirectly solicit,
     initiate or encourage the submission of any Acquisition Proposal or (ii)
     directly or indirectly participate in any discussions or negotiations
     regarding, or furnish to any person any information with respect to, or
     take any other action to facilitate any inquiries or the making of any
     proposal that constitutes, or may reasonably be expected to lead to, any
     Acquisition Proposal, unless and solely to the extent expressly permitted
     under Section 7.1 of the Merger Agreement.

          (e)  Stockholder hereby agrees to validly tender pursuant to and in
     accordance with the terms of the Offer, as soon as practicable after
     commencement but in no event later than the then scheduled expiration date
     of the Offer, all of the Subject Shares by physical delivery of the
     certificates therefor (if such Subject Shares are certificated in the name
     of Stockholder), and not to withdraw such Subject Shares, except following
     a termination of the Offer pursuant to its terms. If such Subject Shares
     are currently held in the name of a broker or other nominee, Stockholder
     shall instruct the broker or nominee to deliver the securities by a
     book-entry transfer or other customary electronic means for delivery of
     securities in connection with a tender offer. Stockholder hereby authorizes
     Parent and Merger Sub to publish and disclose in the Offer Documents and,
     if approval of the Company's stockholders is required under applicable law,
     the Proxy Statement (including all documents and schedules filed with the
     SEC) Stockholder's identity and ownership of the Subject Shares and the
     nature of Stockholder's commitments, arrangements and understandings under
     this Agreement.

          (f)  Grant of Irrevocable Proxy; Appointment of Proxy. (i) The
               -------------------------------------------------
     Stockholder hereby irrevocably grants to, and appoints, Robert J. McGovern
     and James A. Tholen or either of them, in their respective capacities as
     officers of Parent, and any individual who shall hereafter succeed to any
     such office of Parent, and each of them individually, the Stockholder's
     proxy and attorney-in-fact (with full power of substitution), for and in
     the name, place and stead of the Stockholder, to vote the Subject Shares
     (over which the

                                        3

<PAGE>

     Stockholder has sole voting power) in favor of adoption of the Merger
     Agreement and otherwise as contemplated by Section 3(b).

                  (ii)  The Stockholder represents that any proxies
                  heretofore given in respect of the Shares are not irrevocable,
                  and that any such proxies are hereby revoked.

                  (iii) The Stockholder understands and acknowledges that
                  Parent is entering into the Merger Agreement in reliance
                  upon the Stockholder's execution and delivery of this
                  Agreement. The Stockholder hereby affirms that the irrevocable
                  proxy set forth in this Section 3(f) is given in connection
                  with the execution of the Merger Agreement, and that such
                  irrevocable proxy is given to secure the performance of the
                  duties of the Stockholder under this Agreement. The
                  Stockholder hereby further affirms that the irrevocable proxy
                  is coupled with an interest and may under no circumstances be
                  revoked. The Stockholder hereby ratifies and confirms all that
                  such irrevocable proxy may lawfully do or cause to be done by
                  virtue hereof. Such irrevocable proxy is executed and intended
                  to be irrevocable in accordance with Georgia law.

        (g)      Waiver of Appraisal Rights.  The Stockholder hereby
                 --------------------------
     waives any rights of appraisal or rights to dissent from the Merger that
     the Stockholder may have.

        4.       Further Assurances. The Stockholder will, from time
                 ------------------
to time, execute and deliver, or cause to be executed and delivered, such
additional or further transfers, assignments, endorsements, consents and other
instruments as Parent or Merger Sub may reasonably request for the purpose of
effectively carrying out the transactions contemplated by this Agreement.

        5.       Assignment. Neither this Agreement nor any of the
                 ----------
rights, interests or obligations hereunder shall be assigned by any of the
parties without the prior written consent of the other parties, except that
Merger Sub may assign, in its sole discretion, any or all of its rights,
interests and obligations hereunder to Parent or to any direct or indirect
wholly owned subsidiary of Parent. Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of and be enforceable by
the parties and their respective successors and assigns and, in the case of the
Stockholder, the heirs, executors and administrators of the Stockholder.

        6.       Termination. Notwithstanding any other provision of
                 -----------
this Agreement, this Agreement (including without limitation the irrevocable
proxy contained herein) shall terminate upon the earlier of (i) the Effective
Time or (ii) a valid termination of the Merger Agreement.

        7.       General Provisions.
                 ------------------

        (a)      Expenses. Except as otherwise expressly provided in
                 --------
     the Merger Agreement, each party hereto shall pay its own expenses incurred
     in connection with this Agreement.

        (b)       Specific Performance.  The parties hereto agree that
                  --------------------
     irreparable damage would occur in the event that any of the provisions of
     this Agreement were not performed


                                        4

<PAGE>

     in accordance with their specific terms or were otherwise breached. It is
     accordingly agreed that the parties shall be entitled to an injunction or
     injunctions to prevent breaches of this Agreement and to enforce
     specifically the terms and provisions hereof in any court of the United
     States or any state thereof having jurisdiction, this being in addition to
     any other remedy to which they are entitled at law or in equity. Each party
     hereby irrevocably submits to the exclusive jurisdiction of the United
     States District Court for the District of Delaware in any action, suit or
     proceeding arising in connection with this Agreement and agrees that any
     such action, suit or proceeding shall be brought only in such courts (and
     waives any objection based on forum non conveniens or any other objection
     to venue therein). Each party hereto waives any right to a trial by jury in
     connection with any such action, suit or proceeding.

         (c)      Notice. All notices, requests, demands and other
                  ------
         communications hereunder shall be deemed to have been duly given and
         made if in writing and if served by personal delivery upon the party
         for whom it is intended or if sent by telex or telecopier (and also
         confirmed in writing) to the person at the address set forth below, or
         such other address as may be designated in writing hereafter, in the
         same manner, by such person:

         (i)      if to Parent or Merger Sub, to:

                           c/o CareerBuilder, Inc.
                           10970 Parkridge Boulevard
                           Suite 200
                           Reston, VA  20191
                           Attention:  Robert J. McGovern
                           Telecopy No.:  (703) 259-5510

                           with a copy to:

                           Hale and Dorr LLP
                           11951 Freedom Drive, Suite 1400
                           Reston, Virginia 20190
                           Attention:    Donald L. Toker, Jr.
                           Telecopy No.  (703) 654-7100

         (ii)     if to the Stockholder, to:

                           c/o the Company
                           333 Research Court
                           Suite 200
                           Norcross, Georgia 30092

                           with a copy to:


                                        5


<PAGE>

                           Alston & Bird LLP
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309
                           Attention:   J. Vaughan Curtis
                           Telecopy No. (404) 881-7777

         (iii)    if to the Company, to:


                           333 Research Court
                           Suite 200
                           Norcross, Georgia  30092
                           Attention:  Robert M. Montgomery
                           Telecopy No.




                           with a copy to:

                           Alston & Bird LLP
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309
                           Attention:   J. Vaughan Curtis
                           Telecopy No. (404) 881-7777

         (d)      Parties in Interest. This Agreement shall inure to
                  -------------------
         the benefit of and be binding upon the parties named herein and their
         respective successors and assigns. Nothing in this Agreement,
         expressed or implied, is intended to confer upon any person other than
         Parent, Merger Sub or the Stockholder, or their permitted successors
         or assigns, any rights or remedies under or by reason of this
         Agreement.

         (e)      Entire Agreement; Amendments. This Agreement contains
                  ----------------------------
         the entire agreement between the parties hereto with respect to the
         subject matter hereof and supersedes all prior and contemporaneous
         agreements and understandings, oral or written, with respect to such
         transactions. This Agreement may not be changed, amended or modified
         orally, but only by an agreement in writing signed by the party
         against whom any waiver, change, amendment, modification or discharge
         may be sought.

         (f)      Headings.  The section headings herein are for
                  --------
         convenience only and shall not affect the construction of this
         Agreement.

         (g)      Counterparts. This Agreement may be executed in one
                  ------------
         or more counterparts, each of which, when executed, shall be deemed to
         be an original and all of which together shall constitute one and the
         same document.

                                        6


<PAGE>

         (h)      Governing Law. Except to the extent required to be
                  -------------
         governed by the provisions of the Georgia Business Corporation Code,
         this Agreement shall be governed by, and construed in accordance with,
         the laws of the State of Delaware, regardless of the laws that might
         otherwise govern under applicable principles of conflicts of laws
         thereof.

         (i)      Capitalized Terms.  Capitalized terms not otherwise
                  -----------------
         defined in this Agreement shall have the meanings set forth in the
         Merger Agreement.

         (j)      Severability. If any term or other provision of this
                  ------------
         Agreement is invalid, illegal or incapable of being enforced by any
         rule of law, or public policy, all other conditions and provisions of
         this Agreement shall nevertheless remain in full force and effect so
         long as the economic and legal substance of the transactions
         contemplated hereby are not affected in any manner materially adverse
         to any party. Upon such determination that any term or other provision
         is invalid, illegal or incapable of being enforced, the parties shall
         negotiate in good faith to modify this Agreement so as to effect the
         original intent of the parties as closely as possible in a mutually
         acceptable manner in order that the transactions contemplated by this
         Agreement may be consummated as originally contemplated to the fullest
         extent possible.

         8.       No Limitations on Actions of the Stockholder as a Director.
                  ----------------------------------------------------------
Notwithstanding anything to the contrary in this Agreement, nothing in this
Agreement is intended or shall be construed to require the Stockholder to
take or in any way limit any action that the Stockholder may take in his
capacity as an officer or director of the Company, including without limitation
the discharge of the Stockholder's fiduciary duties as a director and/or officer
of the Company.

                                        7

<PAGE>

        IN WITNESS WHEREOF, each of Parent and Merger Sub has caused this
Agreement to be signed by its officer thereunto duly authorized and the
Stockholder has duly signed this Agreement, all as of the date first written
above.

                                         CAREER HOLDINGS, INC.

                                         By:     /s/ JAMES THOLEN
                                            ------------------------------------
                                                Name: James Tholen
                                                Title: Vice President

                                         CB MERGER SUB, INC.

                                         By:    /s/ JAMES THOLEN
                                            ------------------------------------
                                                Name: James Tholen
                                                Title: Vice President

                                         HEADHUNTER.NET, INC.

                                         By:     /s/  ROBERT M. MONTGOMERY
                                             -----------------------------------
                                                 Name: Robert M. Montgomery
                                                 Title:  Chief Executive Officer

                                        8


<PAGE>

                                            STOCKHOLDER

                                                 /s/ MICHAEL G. MISIKOFF
                                            ------------------------------------
                                             Name:  Michael G. Misikoff

                                            Number of shares of Common Stock
                                            owned by the Stockholder on the date
                                            hereof:

                                                32,000
                                            ----------------------

                                        9


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(D)(8)
<SEQUENCE>18
<FILENAME>dex99d8.txt
<DESCRIPTION>STOCKHOLDER AGREEMENT/COX
<TEXT>
<PAGE>

                                                                  Exhibit (d)(8)

                              STOCKHOLDER AGREEMENT

     STOCKHOLDER AGREEMENT (this "Agreement"), dated as of August 24, 2001,
                                  ---------
among Career Holdings, Inc., a Delaware corporation ("Parent"), CB Merger Sub,
                                                      ------
Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger
                                                                       ------
Sub"), HeadHunter.NET, Inc., a Georgia corporation (the "Company"), and the
---                                                      -------
undersigned stockholder of the Company (the "Stockholder").
                                             -----------

     WHEREAS, Parent, Merger Sub and the Company propose to enter into an
Agreement and Plan of Merger dated as of even date herewith (as the same may be
amended or supplemented, the "Merger Agreement") to provide for the making of a
                              ----------------
cash tender offer (as such offer may be amended from time to time, the "Offer")
                                                                        -----
by Merger Sub for any and all shares of common stock, par value $0.01 per share,
of the Company (the "Common Stock") at the Offer Price (as defined in the Merger
                     ------------
Agreement) and the merger of the Company and Merger Sub (the "Merger");
                                                              ------

     WHEREAS, the Stockholder legally and/or beneficially owns that number of
shares of Common Stock appearing on the signature page hereof (such shares, as
they may be adjusted by any stock dividend, stock split, recapitalization,
combination or exchange of shares, merger, consolidation, reorganization or
other change or transaction of or by the Company (each, an "Adjustment Event")
                                                            ----------------
being referred to herein as the "Subject Shares"). For purposes of this
                                 --------------
Agreement, Subject Shares shall not be deemed to include stock options, warrants
or other derivative securities, unless such stock options, warrants or other
derivative securities are exercised for shares of Common Stock, in which case
such shares of Common Stock shall become Subject Shares; and

     WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Parent and Merger Sub have requested that the Stockholder enter into
this Agreement;

     NOW, THEREFORE, to induce Parent and Merger Sub to enter into, and in
consideration of their entering into, the Merger Agreement, and in consideration
of the premises and the representations, warranties and agreements contained
herein, the parties agree as follows:

     1.  Representations and Warranties. The Stockholder hereby represents and
         ------------------------------
warrants to Parent and Merger Sub as follows:

     (a) Authority. The Stockholder has all requisite power and authority
         ---------
     to enter into this Agreement and to consummate the transactions
     contemplated hereby. This Agreement has been duly authorized, executed and
     delivered by the Stockholder and constitutes a valid and binding obligation
     of the Stockholder enforceable in accordance with its terms. The execution
     and delivery of this Agreement does not, and the consummation of the
     transactions contemplated hereby and compliance with the terms hereof will
     not, conflict with, result in any violation of or default (with or without
     notice or lapse of time or both) under, any provision of any trust
     agreement, loan or credit


<PAGE>

     agreement, note, bond, mortgage, indenture, lease or other agreement,
     instrument, permit, concession, franchise, license, judgment, order,
     notice, decree, statute, law, ordinance, rule or regulation applicable to
     the Stockholder or to the Stockholder's property or assets. Except for the
     expiration or termination of the waiting period under the HSR Act and
     informational filings with the SEC, no consent, approval, order or
     authorization of, or registration, declaration or filing with, any court,
     administrative agency or commission or other governmental authority or
     instrumentality, domestic, foreign or supranational, is required by or with
     respect to the Stockholder in connection with the execution and delivery of
     this Agreement or the consummation by the Stockholder of the transactions
     contemplated hereby.

     (b) The Shares. The Stockholder has good and marketable title to the
         ----------
     Subject Shares, free and clear of any claims, liens, encumbrances and
     security interests whatsoever. The Stockholder owns no shares of Common
     Stock other than the Subject Shares.

     2. Representations and Warranties of Parent and Merger Sub. Parent and
        -------------------------------------------------------
Merger Sub hereby represent and warrant to the Stockholder that each of Parent
and Merger Sub has all requisite corporate power and authority to enter into
this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by Parent and Merger Sub, and the
consummation of the transactions contemplated hereby, have been duly authorized
by all necessary corporate action on the part of Parent and Merger Sub. This
Agreement has been duly executed and delivered by Parent and Merger Sub and
constitutes a valid and binding obligation of Parent and Merger Sub enforceable
in accordance with its terms.

      3. Covenants of the Stockholder. From and after the date hereof
         ----------------------------
through and including the termination of this Agreement, the Stockholder agrees
as follows:

         (a) At any meeting of stockholders of the Company called to vote
         upon the Merger and the Merger Agreement or at any adjournment
         thereof or in any other circumstances upon which a vote, consent or
         other approval with respect to the Merger and the Merger Agreement is
         sought, the Stockholder shall vote (or cause to be voted) the Subject
         Shares (over which the Stockholder has sole voting power) in favor of
         the Merger, the approval of the Merger Agreement and the approval of
         the terms thereof and each of the other transactions contemplated by
         the Merger Agreement, provided that the terms of the Merger Agreement
         shall not have been amended to adversely affect the Stockholder.

         (b) At any meeting of stockholders of the Company or at any
         adjournment thereof or in any other circumstances upon which the
         Stockholder's vote, consent or other approval is sought, the
         Stockholder shall vote (or cause to be voted) the Subject Shares (over
         which the Stockholder has sole voting power) against (i) any merger
         agreement or merger (other than the Merger Agreement and the Merger),
         consolidation, combination, sale of substantial assets, reorganization,
         recapitalization, dissolution, liquidation or winding up of or by the
         Company or any other Acquisition Proposal or (ii) any amendment of the
         Company's articles of incorporation or by-laws or other proposal or

                                        2

<PAGE>

          transaction involving the Company or any of its subsidiaries, which
          amendment or other proposal or transaction would in any manner impede,
          frustrate, prevent or nullify the Merger, the Merger Agreement or any
          of the other transactions contemplated by the Merger Agreement.

         (c) The Stockholder hereby agrees that, except as contemplated
         by this Agreement and the Merger Agreement, the Stockholder shall not
         (i) sell, transfer, pledge, assign or otherwise dispose of (including
         by gift) or enter into any contract, option or other arrangement
         (including any profit sharing arrangement) with respect to the sale,
         transfer, pledge, assignment or other disposition of (collectively,
         "Transfer"), or consent to or permit any Transfer of, any or all of the
          --------
         Subject Shares or any interest therein or (ii) grant any proxy,
         power-of-attorney or other authorization in or with respect to the
         Subject Shares. Nothing in this Agreement shall prevent the conversion
         of the Subject Shares into other property in accordance with a
         statutory merger or share exchange or restrict in any manner the
         Stockholder's right to transfer or alienate such property.

         (d) The Stockholder acknowledges that it is bound by the provisions
         of Section 7.1 of the Merger Agreement and shall not, nor shall
         the Stockholder permit any investment banker, attorney or other
         adviser or representative of the Stockholder to, (i) directly or
         indirectly solicit, initiate or encourage the submission of any
         Acquisition Proposal or (ii) directly or indirectly participate in any
         discussions or negotiations regarding, or furnish to any person any
         information with respect to, or take any other action to facilitate any
         inquiries or the making of any proposal that constitutes, or may
         reasonably be expected to lead to, any Acquisition Proposal, unless and
         solely to the extent expressly permitted under Section 7.1 of the
         Merger Agreement.

         (e) Stockholder hereby agrees to validly tender pursuant to and in
         accordance with the terms of the Offer, as soon as practicable
         after commencement but in no event later than the then scheduled
         expiration date of the Offer, all of the Subject Shares by physical
         delivery of the certificates therefor (if such Subject Shares are
         certificated in the name of Stockholder), and not to withdraw such
         Subject Shares, except following a termination of the Offer pursuant to
         its terms. If such Subject Shares are currently held in the name of a
         broker or other nominee, Stockholder shall instruct the broker or
         nominee to deliver the securities by a book-entry transfer or other
         customary electronic means for delivery of securities in connection
         with a tender offer. Stockholder hereby authorizes Parent and Merger
         Sub to publish and disclose in the Offer Documents and, if approval of
         the Company's stockholders is required under applicable law, the Proxy
         Statement (including all documents and schedules filed with the SEC)
         Stockholder's identity and ownership of the Subject Shares and the
         nature of Stockholder's commitments, arrangements and understandings
         under this Agreement.

         (f) Grant of Irrevocable Proxy; Appointment of Proxy. (i) The
             ------------------------------------------------
         Stockholder hereby irrevocably grants to, and appoints, Robert J.
         McGovern and James A. Tholen or either of them, in their respective
         capacities as officers of Parent, and any individual who shall
         hereafter succeed to any such office of Parent, and each of them
         individually, the Stockholder's proxy and attorney-in-fact (with full
         power of substitution), for and in the name, place and stead of the
         Stockholder, to vote the Subject Shares (over which the

                                        3

<PAGE>


     Stockholder has sole voting power) in favor of adoption of the Merger
     Agreement and otherwise as contemplated by Section 3(b).

                  (ii) The Stockholder represents that any proxies heretofore
                  given in respect of the Shares are not irrevocable, and that
                  any such proxies are hereby revoked.

                  (iii) The Stockholder understands and acknowledges that Parent
                  is entering into the Merger Agreement in reliance upon the
                  Stockholder's execution and delivery of this Agreement. The
                  Stockholder hereby affirms that the irrevocable proxy set
                  forth in this Section 3(f) is given in connection with the
                  execution of the Merger Agreement, and that such irrevocable
                  proxy is given to secure the performance of the duties of the
                  Stockholder under this Agreement. The Stockholder hereby
                  further affirms that the irrevocable proxy is coupled with an
                  interest and may under no circumstances be revoked. The
                  Stockholder hereby ratifies and confirms all that such
                  irrevocable proxy may lawfully do or cause to be done by
                  virtue hereof. Such irrevocable proxy is executed and intended
                  to be irrevocable in accordance with Georgia law.

          (g) Waiver of Appraisal Rights. The Stockholder hereby waives any
              --------------------------
     rights of appraisal or rights to dissent from the Merger that the
     Stockholder may have.

          4.  Further Assurances. The Stockholder will, from time to time,
              ------------------
execute and deliver, or cause to be executed and delivered, such additional or
further transfers, assignments, endorsements, consents and other instruments as
Parent or Merger Sub may reasonably request for the purpose of effectively
carrying out the transactions contemplated by this Agreement.

          5.  Assignment. Neither this Agreement nor any of the rights,
              ----------
interests or obligations hereunder shall be assigned by any of the parties
without the prior written consent of the other parties, except that Merger Sub
may assign, in its sole discretion, any or all of its rights, interests and
obligations hereunder to Parent or to any direct or indirect wholly owned
subsidiary of Parent. Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns and, in the case of the Stockholder, the
heirs, executors and administrators of the Stockholder.

          6.  Termination. Notwithstanding any other provision of this
              -----------
Agreement, this Agreement (including without limitation the irrevocable proxy
contained herein) shall terminate upon the earlier of (i) the Effective Time or
(ii) a valid termination of the Merger Agreement.

          7.  General Provisions.
              ------------------

          (a) Expenses. Except as otherwise expressly provided in the Merger
              -------
     Agreement, each party hereto shall pay its own expenses incurred in
     connection with this Agreement.

          (b) Specific Performance. The parties hereto agree that irreparable
              --------------------
     damage would occur in the event that any of the provisions of this
     Agreement were not performed


                                        4

<PAGE>

          in accordance with their specific terms or were otherwise breached. It
          is accordingly agreed that the parties shall be entitled to an
          injunction or injunctions to prevent breaches of this Agreement and to
          enforce specifically the terms and provisions hereof in any court of
          the United States or any state thereof having jurisdiction, this being
          in addition to any other remedy to which they are entitled at law or
          in equity. Each party hereby irrevocably submits to the exclusive
          jurisdiction of the United States District Court for the District of
          Delaware in any action, suit or proceeding arising in connection with
          this Agreement and agrees that any such action, suit or proceeding
          shall be brought only in such courts (and waives any objection based
          on forum non conveniens or any other objection to venue therein). Each
          party hereto waives any right to a trial by jury in connection with
          any such action, suit or proceeding.

          (c) Notice. All notices, requests, demands and other communications
              ------
          hereunder shall be deemed to have been duly given and made if in
          writing and if served by personal delivery upon the party for whom it
          is intended or if sent by telex or telecopier (and also confirmed in
          writing) to the person at the address set forth below, or such other
          address as may be designated in writing hereafter, in the same manner,
          by such person:

                  (i)      if to Parent or Merger Sub, to:

                           c/o CareerBuilder, Inc.
                           10970 Parkridge Boulevard
                           Suite 200
                           Reston, VA  20191
                           Attention: Robert J. McGovern
                           Telecopy No.: (703) 259-5510

                           with a copy to:

                           Hale and Dorr LLP
                           11951 Freedom Drive, Suite 1400
                           Reston, Virginia 20190
                           Attention: Donald L. Toker, Jr.
                           Telecopy No. (703) 654-7100

                  (ii)     if to the Stockholder, to:

                           c/o the Company
                           333 Research Court
                           Suite 200
                           Norcross, Georgia 30092

                           with a copy to:


                                        5

<PAGE>


                   Alston & Bird LLP
                   1201 West Peachtree Street
                   Atlanta, Georgia 30309
                   Attention:       J. Vaughan Curtis
                   Telecopy No.     (404) 881-7777

          (iii)    if to the Company, to:


                   333 Research Court
                   Suite 200
                   Norcross, Georgia  30092
                   Attention:  Robert M. Montgomery
                   Telecopy No.




                   with a copy to:

                   Alston & Bird LLP
                   1201 West Peachtree Street
                   Atlanta, Georgia 30309
                   Attention:       J. Vaughan Curtis
                   Telecopy No.     (404) 881-7777

          (d) Parties in Interest. This Agreement shall inure to the benefit
              -------------------
          of and be binding upon the parties named herein and their respective
          successors and assigns. Nothing in this Agreement, expressed or
          implied, is intended to confer upon any person other than Parent,
          Merger Sub or the Stockholder, or their permitted successors or
          assigns, any rights or remedies under or by reason of this Agreement.

         (e) Entire Agreement; Amendments. This Agreement contains the entire
             ----------------------------
          agreement between the parties hereto with respect to the subject
          matter hereof and supersedes all prior and contemporaneous agreements
          and understandings, oral or written, with respect to such
          transactions. This Agreement may not be changed, amended or modified
          orally, but only by an agreement in writing signed by the party
          against whom any waiver, change, amendment, modification or discharge
          may be sought.

          (f) Headings. The section headings herein are for convenience
              --------
          only and shall not affect the construction of this Agreement.

          (g) Counterparts. This Agreement may be executed in one or more
              ------------
          counterparts, each of which, when executed, shall be deemed to be an
          original and all of which together shall constitute one and the same
          document.

                                        6

<PAGE>

          (h) Governing Law. Except to the extent required to be governed
              -------------
          by the provisions of the Georgia Business Corporation Code, this
          Agreement shall be governed by, and construed in accordance with, the
          laws of the State of Delaware, regardless of the laws that might
          otherwise govern under applicable principles of conflicts of laws
          thereof.

          (i) Capitalized Terms. Capitalized terms not otherwise defined in
              -----------------
          this Agreement shall have the meanings set forth in the Merger
          Agreement.

          (j) Severability. If any term or other provision of this
              ------------
          Agreement is invalid, illegal or incapable of being enforced by any
          rule of law, or public policy, all other conditions and provisions of
          this Agreement shall nevertheless remain in full force and effect so
          long as the economic and legal substance of the transactions
          contemplated hereby are not affected in any manner materially adverse
          to any party. Upon such determination that any term or other provision
          is invalid, illegal or incapable of being enforced, the parties shall
          negotiate in good faith to modify this Agreement so as to effect the
          original intent of the parties as closely as possible in a mutually
          acceptable manner in order that the transactions contemplated by this
          Agreement may be consummated as originally contemplated to the fullest
          extent possible.

          8. No Limitations on Actions of the Stockholder as a Director.
          ----------------------------------------------------------
Notwithstanding anything to the contrary in this Agreement, nothing in this
Agreement is intended or shall be construed to require the Stockholder to take
or in any way limit any action that the Stockholder may take in his capacity as
an officer or director of the Company, including without limitation the
discharge of the Stockholder's fiduciary duties as a director and/or officer of
the Company.

                                        7

<PAGE>

     IN WITNESS WHEREOF, each of Parent and Merger Sub has caused this Agreement
to be signed by its officer thereunto duly authorized and the Stockholder has
duly signed this Agreement, all as of the date first written above.

                             CAREER HOLDINGS, INC.

                             By:  /s/ JAMES THOLEN
                                 -----------------------------------------------
                                  Name:  James Tholen
                                  Title: Vice President

                             CB MERGER SUB, INC.

                             By:  /s/ JAMES THOLEN
                                 -----------------------------------------------
                                  Name:  James Tholen
                                  Title: Vice President

                             HEADHUNTER.NET, INC.

                             By:  /s/  ROBERT M. MONTGOMERY
                                 -----------------------------------------------
                                  Name: Robert M. Montgomery
                                  Title:  Chief Executive Officer

                                        8

<PAGE>


                              STOCKHOLDER

                                   /s/  J. DOUGLAS COX
                              ----------------------------------------------
                              Name:  J. Douglas Cox

                              Number of shares of Common Stock owned by the
                              Stockholder on the date hereof:

                                   4,000
                              ----------------



                                        9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(D)(9)
<SEQUENCE>19
<FILENAME>dex99d9.txt
<DESCRIPTION>STOCKHOLDER AGREEMENT/THOMPSON
<TEXT>
<PAGE>

                                                                  Exhibit (d)(9)

                              STOCKHOLDER AGREEMENT

         STOCKHOLDER AGREEMENT (this "Agreement"), dated as of August 24, 2001,
                                      ---------
among Career Holdings, Inc., a Delaware corporation ("Parent"), CB Merger Sub,
                                                ------
Inc., a Delaware corporation and a wholly owned subsidiary of Parent
("Merger Sub"), HeadHunter.NET, Inc., a Georgia corporation (the "Company"), and
  ----------                                                      -------
the undersigned stockholder of the Company (the "Stockholder").
                                                 -----------

         WHEREAS, Parent, Merger Sub and the Company propose to enter into an
Agreement and Plan of Merger dated as of even date herewith (as the same may be
amended or supplemented, the "Merger Agreement") to provide for the
                              ----------------
making of a cash tender offer (as such offer may be amended from time to time,
the "Offer") by Merger Sub for any and all shares of common stock, par value
     -----
$0.01 per share, of the Company (the "Common Stock") at the Offer Price (as
                                      ------------
defined in the Merger Agreement) and the merger of the Company and Merger Sub
(the "Merger");
      ------

         WHEREAS, the Stockholder legally and/or beneficially owns that number
of shares of Common Stock appearing on the signature page hereof (such shares,
as they may be adjusted by any stock dividend, stock split, recapitalization,
combination or exchange of shares, merger, consolidation, reorganization
or other change or transaction of or by the Company (each, an
"Adjustment Event") being referred to herein as the "Subject Shares").  For
 ----------------                                     --------------
purposes of this Agreement, Subject Shares shall not be deemed to include stock
options, warrants or other derivative securities, unless such stock options,
warrants or other derivative securities are exercised for shares of Common
Stock, in which case such shares of Common Stock shall become Subject Shares;
and

         WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Parent and Merger Sub have requested that the Stockholder enter into
this Agreement;

         NOW, THEREFORE, to induce Parent and Merger Sub to enter into, and in
consideration of their entering into, the Merger Agreement, and in consideration
of the premises and the representations, warranties and agreements contained
herein, the parties agree as follows:

         1. Representations and Warranties. The Stockholder hereby represents
            -------------------------------
and warrants to Parent and Merger Sub as follows:

         (a) Authority. The Stockholder has all requisite power and authority
             ---------
         to enter into this Agreement and to consummate the transactions
         contemplated hereby. This Agreement has been duly authorized, executed
         and delivered by the Stockholder and constitutes a valid and binding
         obligation of the Stockholder enforceable in accordance with its terms.
         The execution and delivery of this Agreement does not, and the
         consummation of the transactions contemplated hereby and compliance
         with the terms hereof will not, conflict with, result in any violation
         of or default (with or without notice or lapse of time or both) under,
         any provision of any trust agreement, loan or credit


<PAGE>

agreement, note, bond, mortgage, indenture, lease or other agreement,
instrument, permit, concession, franchise, license, judgment, order,
notice, decree, statute, law, ordinance, rule or regulation applicable
to the Stockholder or to the Stockholder's property or assets. Except
for the expiration or termination of the waiting period under the HSR
Act and informational filings with the SEC, no consent, approval,
order or authorization of, or registration, declaration or filing
with, any court, administrative agency or commission or other
governmental authority or instrumentality, domestic, foreign or
supranational, is required by or with respect to the Stockholder in
connection with the execution and delivery of this Agreement or the
consummation by the Stockholder of the transactions contemplated
hereby.

          (b)  The Shares. The Stockholder has good and marketable title to
               ----------
          the Subject Shares, free and clear of any claims, liens, encumbrances
          and security interests whatsoever. The Stockholder owns no shares of
          Common Stock other than the Subject Shares.

          2.   Representations and Warranties of Parent and Merger Sub. Parent
               -------------------------------------------------------
and Merger Sub hereby represent and warrant to the Stockholder that each of
Parent and Merger Sub has all requisite corporate power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by Parent and Merger Sub, and the
consummation of the transactions contemplated hereby, have been duly authorized
by all necessary corporate action on the part of Parent and Merger Sub. This
Agreement has been duly executed and delivered by Parent and Merger Sub and
constitutes a valid and binding obligation of Parent and Merger Sub enforceable
in accordance with its terms.

          3.   Covenants of the Stockholder. From and after the date hereof
               ----------------------------
through and including the termination of this Agreement, the Stockholder agrees
as follows:

          (a)  At any meeting of stockholders of the Company called to vote
          upon the Merger and the Merger Agreement or at any adjournment thereof
          or in any other circumstances upon which a vote, consent or other
          approval with respect to the Merger and the Merger Agreement is
          sought, the Stockholder shall vote (or cause to be voted) the Subject
          Shares (over which the Stockholder has sole voting power) in favor of
          the Merger, the approval of the Merger Agreement and the approval of
          the terms thereof and each of the other transactions contemplated by
          the Merger Agreement, provided that the terms of the Merger Agreement
          shall not have been amended to adversely affect the Stockholder.

          (b) At any meeting of stockholders of the Company or at any
          adjournment thereof or in any other circumstances upon which the
          Stockholder's vote, consent or other approval is sought, the
          Stockholder shall vote (or cause to be voted) the Subject Shares (over
          which the Stockholder has sole voting power) against (i) any merger
          agreement or merger (other than the Merger Agreement and the Merger),
          consolidation, combination, sale of substantial assets,
          reorganization, recapitalization, dissolution, liquidation or winding
          up of or by the Company or any other Acquisition Proposal or (ii) any
          amendment of the Company's articles of incorporation or by-laws or
          other proposal or

                                        2

<PAGE>

transaction involving the Company or any of its subsidiaries, which amendment or
other proposal or transaction would in any manner impede, frustrate, prevent or
nullify the Merger, the Merger Agreement or any of the other transactions
contemplated by the Merger Agreement.

     (c) The Stockholder hereby agrees that, except as contemplated by this
Agreement and the Merger Agreement, the Stockholder shall not (i) sell,
transfer, pledge, assign or otherwise dispose of (including by gift) or enter
into any contract, option or other arrangement (including any profit sharing
arrangement) with respect to the sale, transfer, pledge, assignment or other
disposition of (collectively, "Transfer"), or consent to or permit any Transfer
                               --------
of, any or all of the Subject Shares or any interest therein or (ii) grant any
proxy, power-of-attorney or other authorization in or with respect to the
Subject Shares. Nothing in this Agreement shall prevent the conversion of the
Subject Shares into other property in accordance with a statutory merger or
share exchange or restrict in any manner the Stockholder's right to transfer or
alienate such property.

     (d) The Stockholder acknowledges that it is bound by the provisions of
Section 7.1 of the Merger Agreement and shall not, nor shall the Stockholder
permit any investment banker, attorney or other adviser or representative of the
Stockholder to, (i) directly or indirectly solicit, initiate or encourage the
submission of any Acquisition Proposal or (ii) directly or indirectly
participate in any discussions or negotiations regarding, or furnish to any
person any information with respect to, or take any other action to facilitate
any inquiries or the making of any proposal that constitutes, or may reasonably
be expected to lead to, any Acquisition Proposal, unless and solely to the
extent expressly permitted under Section 7.1 of the Merger Agreement.

     (e) Stockholder hereby agrees to validly tender pursuant to and in
accordance with the terms of the Offer, as soon as practicable after
commencement but in no event later than the then scheduled expiration date of
the Offer, all of the Subject Shares by physical delivery of the certificates
therefor (if such Subject Shares are certificated in the name of Stockholder),
and not to withdraw such Subject Shares, except following a termination of the
Offer pursuant to its terms. If such Subject Shares are currently held in the
name of a broker or other nominee, Stockholder shall instruct the broker or
nominee to deliver the securities by a book-entry transfer or other customary
electronic means for delivery of securities in connection with a tender offer.
Stockholder hereby authorizes Parent and Merger Sub to publish and disclose in
the Offer Documents and, if approval of the Company's stockholders is required
under applicable law, the Proxy Statement (including all documents and schedules
filed with the SEC) Stockholder's identity and ownership of the Subject Shares
and the nature of Stockholder's commitments, arrangements and understandings
under this Agreement.

     (f) Grant of Irrevocable Proxy; Appointment of Proxy. (i) The Stockholder
         ------------------------------------------------
hereby irrevocably grants to, and appoints, Robert J. McGovern and James A.
Tholen or either of them, in their respective capacities as officers of Parent,
and any individual who shall hereafter succeed to any such office of Parent, and
each of them individually, the Stockholder's proxy and attorney-in-fact (with
full power of substitution), for and in the name, place and stead of the
Stockholder, to vote the Subject Shares (over which the

                                        3

<PAGE>

     Stockholder has sole voting power) in favor of adoption of the Merger
     Agreement and otherwise as contemplated by Section 3(b).

                  (ii) The Stockholder represents that any proxies heretofore
                  given in respect of the Shares are not irrevocable, and that
                  any such proxies are hereby revoked.

                  (iii) The Stockholder understands and acknowledges that Parent
                  is entering into the Merger Agreement in reliance upon the
                  Stockholder's execution and delivery of this Agreement. The
                  Stockholder hereby affirms that the irrevocable proxy set
                  forth in this Section 3(f) is given in connection with the
                  execution of the Merger Agreement, and that such irrevocable
                  proxy is given to secure the performance of the duties of the
                  Stockholder under this Agreement. The Stockholder hereby
                  further affirms that the irrevocable proxy is coupled with an
                  interest and may under no circumstances be revoked. The
                  Stockholder hereby ratifies and confirms all that such
                  irrevocable proxy may lawfully do or cause to be done by
                  virtue hereof. Such irrevocable proxy is executed and intended
                  to be irrevocable in accordance with Georgia law.

         (g)      Waiver of Appraisal Rights.  The Stockholder hereby
                  --------------------------
         waives any rights of appraisal or rights to dissent from the Merger
         that the Stockholder may have.

         4.       Further Assurances. The Stockholder will, from time to time,
                  ------------------
execute and deliver, or cause to be executed and delivered, such additional or
further transfers, assignments, endorsements, consents and other instruments as
Parent or Merger Sub may reasonably request for the purpose of effectively
carrying out the transactions contemplated by this Agreement.

         5.       Assignment. Neither this Agreement nor any of the rights,
                 ----------
interests or obligations hereunder shall be assigned by any of the parties
without the prior written consent of the other parties, except that Merger Sub
may assign, in its sole discretion, any or all of its rights, interests and
obligations hereunder to Parent or to any direct or indirect wholly owned
subsidiary of Parent. Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns and, in the case of the Stockholder, the
heirs, executors and administrators of the Stockholder.

          6.       Termination. Notwithstanding any other provision of this
                   -----------
Agreement, this Agreement (including without limitation the irrevocable proxy
contained herein) shall terminate upon the earlier of (i) the Effective Time or
(ii) a valid termination of the Merger Agreement.

          7.       General Provisions.
                   ------------------

          (a)      Expenses. Except as otherwise expressly provided in the
                   --------
         Merger Agreement, each party hereto shall pay its own expenses incurred
         in connection with this Agreement.

          (b)      Specific Performance.  The parties hereto agree that
                   --------------------
         irreparable damage would occur in the event that any of the provisions
         of this Agreement were not performed


                                        4


<PAGE>

          in accordance with their specific terms or were otherwise breached. It
          is accordingly agreed that the parties shall be entitled to an
          injunction or injunctions to prevent breaches of this Agreement and to
          enforce specifically the terms and provisions hereof in any court of
          the United States or any state thereof having jurisdiction, this being
          in addition to any other remedy to which they are entitled at law or
          in equity. Each party hereby irrevocably submits to the exclusive
          jurisdiction of the United States District Court for the District of
          Delaware in any action, suit or proceeding arising in connection with
          this Agreement and agrees that any such action, suit or proceeding
          shall be brought only in such courts (and waives any objection based
          on forum non conveniens or any other objection to venue therein). Each
          party hereto waives any right to a trial by jury in connection with
          any such action, suit or proceeding.

              (c)      Notice. All notices, requests, demands and other
                       ------
         communications hereunder shall be deemed to have been duly given and
         made if in writing and if served by personal delivery upon the party
         for whom it is intended or if sent by telex or telecopier (and also
         confirmed in writing) to the person at the address set forth below, or
         such other address as may be designated in writing hereafter, in the
         same manner, by such person:

               (i)      if to Parent or Merger Sub, to:

                           c/o CareerBuilder, Inc.
                           10970 Parkridge Boulevard
                           Suite 200
                           Reston, VA  20191
                           Attention:  Robert J. McGovern
                           Telecopy No.:  (703) 259-5510

                           with a copy to:

                           Hale and Dorr LLP
                           11951 Freedom Drive, Suite 1400
                           Reston, Virginia 20190
                           Attention:       Donald L. Toker, Jr.
                           Telecopy No.     (703) 654-7100

               (ii)     if to the Stockholder, to:

                           c/o the Company
                           333 Research Court
                           Suite 200
                           Norcross, Georgia 30092

                           with a copy to:


                                        5

<PAGE>

                           Alston & Bird LLP
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309
                           Attention:    J. Vaughan Curtis
                           Telecopy No. (404) 881-7777

         (iii)    if to the Company, to:


                           333 Research Court
                           Suite 200
                           Norcross, Georgia  30092
                           Attention:  Robert M. Montgomery
                           Telecopy No.




                           with a copy to:

                           Alston & Bird LLP
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309
                           Attention:   J. Vaughan Curtis
                           Telecopy No. (404) 881-7777

          (d)      Parties in Interest. This Agreement shall inure to the
                   -------------------
          benefit of and be binding upon the parties named herein and their
          respective successors and assigns. Nothing in this Agreement,
          expressed or implied, is intended to confer upon any person other than
          Parent, Merger Sub or the Stockholder, or their permitted successors
          or assigns, any rights or remedies under or by reason of this
          Agreement.

          (e)      Entire Agreement; Amendments. This Agreement contains the
                   ----------------------------
          entire agreement between the parties hereto with respect to the
          subject matter hereof and supersedes all prior and contemporaneous
          agreements and understandings, oral or written, with respect to such
          transactions. This Agreement may not be changed, amended or modified
          orally, but only by an agreement in writing signed by the party
          against whom any waiver, change, amendment, modification or discharge
          may be sought.

          (f)      Headings.  The section headings herein are for convenience
                   --------
           only and shall not affect the construction of this Agreement.

          (g)      Counterparts. This Agreement may be executed in one or more
                   ------------
          counterparts, each of which, when executed, shall be deemed to be an
          original and all of which together shall constitute one and the same
          document.

                                        6

<PAGE>

               (h)  Governing Law. Except to the extent required to be
                    -------------
               governed by the provisions of the Georgia Business Corporation
               Code, this Agreement shall be governed by, and construed in
               accordance with, the laws of the State of Delaware, regardless of
               the laws that might otherwise govern under applicable principles
               of conflicts of laws thereof.

               (i)  Capitalized Terms. Capitalized terms not otherwise defined
                    -----------------
               in this Agreement shall have the meanings set forth in
               the Merger Agreement.

               (j)  Severability. If any term or other provision of this
                    ------------
               Agreement is invalid, illegal or incapable of being enforced by
               any rule of law, or public policy, all other conditions and
               provisions of this Agreement shall nevertheless remain in full
               force and effect so long as the economic and legal substance of
               the transactions contemplated hereby are not affected in any
               manner materially adverse to any party. Upon such determination
               that any term or other provision is invalid, illegal or incapable
               of being enforced, the parties shall negotiate in good faith to
               modify this Agreement so as to effect the original intent of the
               parties as closely as possible in a mutually acceptable manner in
               order that the transactions contemplated by this Agreement may be
               consummated as originally contemplated to the fullest extent
               possible.

          8.   No Limitations on Actions of the Stockholder as a Director.
               -----------------------------------------------------------
Notwithstanding anything to the contrary in this Agreement, nothing in
this Agreement is intended or shall be construed to require the Stockholder to
take or in any way limit any action that the Stockholder may take in his
capacity as an officer or director of the Company, including without limitation
the discharge of the Stockholder's fiduciary duties as a director and/or officer
of the Company.

                                        7


<PAGE>

         IN WITNESS WHEREOF, each of Parent and Merger Sub has caused this
Agreement to be signed by its officer thereunto duly authorized and the
Stockholder has duly signed this Agreement, all as of the date first written
above.

                                        CAREER HOLDINGS, INC.

                                        By:     /s/ JAMES THOLEN
                                             -----------------------------------
                                                Name: James Tholen
                                                Title: Vice President

                                        CB MERGER SUB, INC.

                                        By:     /s/ JAMES THOLEN
                                             -----------------------------------
                                                Name: James Tholen
                                                Title: Vice President

                                        HEADHUNTER.NET, INC.

                                        By:     /s/  ROBERT M. MONTGOMERY
                                             -----------------------------------
                                                Name: Robert M. Montgomery
                                                Title:  Chief Executive Officer

                                        8



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(D)(10)
<SEQUENCE>20
<FILENAME>dex99d10.txt
<DESCRIPTION>STOCKHOLDER AGREEMENT/ITC HOLDING
<TEXT>
<PAGE>

                                                                 Exhibit (d)(10)

                              STOCKHOLDER AGREEMENT

     STOCKHOLDER AGREEMENT (this "Agreement"), dated as of August 24, 2001,
                                  ---------
among Career Holdings, Inc., a Delaware corporation ("Parent"), CB Merger Sub,
                                                      ------
Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger
                                                                       ------
Sub"), HeadHunter.NET, Inc., a Georgia corporation (the "Company"), and the
---                                                      -------
undersigned stockholder of the Company (the "Stockholder").
                                             -----------

     WHEREAS, Parent, Merger Sub and the Company propose to enter into an
Agreement and Plan of Merger dated as of even date herewith (as the same may be
amended or supplemented, the "Merger Agreement") to provide for the making of a
                              ----------------
cash tender offer (as such offer may be amended from time to time, the "Offer")
                                                                        -----
by Merger Sub for any and all shares of common stock, par value $0.01 per share,
of the Company (the "Common Stock") at the Offer Price (as defined in the Merger
                     ------------
Agreement) and the merger of the Company and Merger Sub (the "Merger");
                                                              ------

     WHEREAS, the Stockholder legally and/or beneficially owns that number of
shares of Common Stock appearing on the signature page hereof (such shares, as
they may be adjusted by any stock dividend, stock split, recapitalization,
combination or exchange of shares, merger, consolidation, reorganization or
other change or transaction of or by the Company (each, an "Adjustment Event")
                                                            ----------------
being referred to herein as the "Subject Shares"). For purposes of this
                                 --------------
Agreement, Subject Shares shall not be deemed to include stock options, warrants
or other derivative securities, unless such stock options, warrants or other
derivative securities are exercised for shares of Common Stock, in which case
such shares of Common Stock shall become Subject Shares; and

     WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Parent and Merger Sub have requested that the Stockholder enter into
this Agreement;

     NOW, THEREFORE, to induce Parent and Merger Sub to enter into, and in
consideration of their entering into, the Merger Agreement, and in consideration
of the premises and the representations, warranties and agreements contained
herein, the parties agree as follows:

            1.    Representations and Warranties. The Stockholder hereby
                  ------------------------------
represents and warrants to Parent and Merger Sub as follows:

           (a) Authority. The Stockholder has all requisite power and authority
               ---------
     to enter into this Agreement and to consummate the transactions
     contemplated hereby. This Agreement has been duly authorized, executed and
     delivered by the Stockholder and constitutes a valid and binding obligation
     of the Stockholder enforceable in accordance with its terms. The execution
     and delivery of this Agreement does not, and the consummation of the
     transactions contemplated hereby and compliance with the terms hereof will
     not, conflict with, result in any violation of or default (with or without
     notice or lapse of time or both) under, any provision of any trust
     agreement, loan or credit

<PAGE>

     agreement, note, bond, mortgage, indenture, lease or other agreement,
     instrument, permit, concession, franchise, license, judgment, order,
     notice, decree, statute, law, ordinance, rule or regulation applicable to
     the Stockholder or to the Stockholder's property or assets. Except for the
     expiration or termination of the waiting period under the HSR Act and
     informational filings with the SEC, no consent, approval, order or
     authorization of, or registration, declaration or filing with, any court,
     administrative agency or commission or other governmental authority or
     instrumentality, domestic, foreign or supranational, is required by or with
     respect to the Stockholder in connection with the execution and delivery of
     this Agreement or the consummation by the Stockholder of the transactions
     contemplated hereby.

          (b)  The Shares. The Stockholder has good and marketable title to the
               ----------
     Subject Shares, free and clear of any claims, liens, encumbrances and
     security interests whatsoever. The Stockholder owns no shares of Common
     Stock other than the Subject Shares.

          2.   Representations and Warranties of Parent and Merger Sub. Parent
               -------------------------------------------------------
and Merger Sub hereby represent and warrant to the Stockholder that each of
Parent and Merger Sub has all requisite corporate power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by Parent and Merger Sub, and the
consummation of the transactions contemplated hereby, have been duly authorized
by all necessary corporate action on the part of Parent and Merger Sub. This
Agreement has been duly executed and delivered by Parent and Merger Sub and
constitutes a valid and binding obligation of Parent and Merger Sub enforceable
in accordance with its terms.

          3.   Covenants of the Stockholder. From and after the date hereof
               ----------------------------
through and including the termination of this Agreement, the Stockholder agrees
as follows:

          (a)  At any meeting of stockholders of the Company called to vote upon
     the Merger and the Merger Agreement or at any adjournment thereof or in any
     other circumstances upon which a vote, consent or other approval with
     respect to the Merger and the Merger Agreement is sought, the Stockholder
     shall vote (or cause to be voted) the Subject Shares (over which the
     Stockholder has sole voting power) in favor of the Merger, the approval of
     the Merger Agreement and the approval of the terms thereof and each of the
     other transactions contemplated by the Merger Agreement, provided that the
     terms of the Merger Agreement shall not have been amended to adversely
     affect the Stockholder.

          (b)  At any meeting of stockholders of the Company or at any
     adjournment thereof or in any other circumstances upon which the
     Stockholder's vote, consent or other approval is sought, the Stockholder
     shall vote (or cause to be voted) the Subject Shares (over which the
     Stockholder has sole voting power) against (i) any merger agreement or
     merger (other than the Merger Agreement and the Merger), consolidation,
     combination, sale of substantial assets, reorganization, recapitalization,
     dissolution, liquidation or winding up of or by the Company or any other
     Acquisition Proposal or (ii) any amendment of the Company's articles of
     incorporation or by-laws or other proposal or

                                        2

<PAGE>

     transaction involving the Company or any of its subsidiaries, which
     amendment or other proposal or transaction would in any manner impede,
     frustrate, prevent or nullify the Merger, the Merger Agreement or any of
     the other transactions contemplated by the Merger Agreement.

          (c) The Stockholder hereby agrees that, except as contemplated by this
     Agreement and the Merger Agreement, the Stockholder shall not (i) sell,
     transfer, pledge, assign or otherwise dispose of (including by gift) or
     enter into any contract, option or other arrangement (including any profit
     sharing arrangement) with respect to the sale, transfer, pledge, assignment
     or other disposition of (collectively, "Transfer"), or consent to or permit
                                             --------
     any Transfer of, any or all of the Subject Shares or any interest therein
     or (ii) grant any proxy, power-of-attorney or other authorization in or
     with respect to the Subject Shares. Nothing in this Agreement shall prevent
     the conversion of the Subject Shares into other property in accordance with
     a statutory merger or share exchange or restrict in any manner the
     Stockholder's right to transfer or alienate such property.

          (d) The Stockholder acknowledges that it is bound by the provisions of
     Section 7.1 of the Merger Agreement and shall not, nor shall the
     Stockholder permit any investment banker, attorney or other adviser or
     representative of the Stockholder to, (i) directly or indirectly solicit,
     initiate or encourage the submission of any Acquisition Proposal or (ii)
     directly or indirectly participate in any discussions or negotiations
     regarding, or furnish to any person any information with respect to, or
     take any other action to facilitate any inquiries or the making of any
     proposal that constitutes, or may reasonably be expected to lead to, any
     Acquisition Proposal, unless and solely to the extent expressly permitted
     under Section 7.1 of the Merger Agreement.

          (e) Stockholder hereby agrees to validly tender pursuant to and in
     accordance with the terms of the Offer, as soon as practicable after
     commencement but in no event later than the then scheduled expiration date
     of the Offer, all of the Subject Shares by physical delivery of the
     certificates therefor (if such Subject Shares are certificated in the name
     of Stockholder), and not to withdraw such Subject Shares, except following
     a termination of the Offer pursuant to its terms. If such Subject Shares
     are currently held in the name of a broker or other nominee, Stockholder
     shall instruct the broker or nominee to deliver the securities by a
     book-entry transfer or other customary electronic means for delivery of
     securities in connection with a tender offer. Stockholder hereby authorizes
     Parent and Merger Sub to publish and disclose in the Offer Documents and,
     if approval of the Company's stockholders is required under applicable law,
     the Proxy Statement (including all documents and schedules filed with the
     SEC) Stockholder's identity and ownership of the Subject Shares and the
     nature of Stockholder's commitments, arrangements and understandings under
     this Agreement.

          (f) Grant of Irrevocable Proxy; Appointment of Proxy. (i) The
              ------------------------------------------------
     Stockholder hereby irrevocably grants to, and appoints, Robert J. McGovern
     and James A. Tholen or either of them, in their respective capacities as
     officers of Parent, and any individual who shall hereafter succeed to any
     such office of Parent, and each of them individually, the Stockholder's
     proxy and attorney-in-fact (with full power of substitution), for and in
     the


                                        3

<PAGE>

     name, place and stead of the Stockholder, to vote the Subject Shares (over
     which the Stockholder has sole voting power) in favor of adoption of the
     Merger Agreement and otherwise as contemplated by Section 3(b).

               (ii) The Stockholder represents that any proxies heretofore given
          in respect of the Shares are not irrevocable, and that any such
          proxies are hereby revoked.

               (iii) The Stockholder understands and acknowledges that Parent is
          entering into the Merger Agreement in reliance upon the Stockholder's
          execution and delivery of this Agreement. The Stockholder hereby
          affirms that the irrevocable proxy set forth in this Section 3(f) is
          given in connection with the execution of the Merger Agreement, and
          that such irrevocable proxy is given to secure the performance of the
          duties of the Stockholder under this Agreement. The Stockholder hereby
          further affirms that the irrevocable proxy is coupled with an interest
          and may under no circumstances be revoked. The Stockholder hereby
          ratifies and confirms all that such irrevocable proxy may lawfully do
          or cause to be done by virtue hereof. Such irrevocable proxy is
          executed and intended to be irrevocable in accordance with Georgia
          law.

          (g) Waiver of Appraisal Rights. The Stockholder hereby waives any
              --------------------------
     rights of appraisal or rights to dissent from the Merger that the
     Stockholder may have.

     4.   Further Assurances. The Stockholder will, from time to time, execute
          ------------------
and deliver, or cause to be executed and delivered, such additional or further
transfers, assignments, endorsements, consents and other instruments as Parent
or Merger Sub may reasonably request for the purpose of effectively carrying out
the transactions contemplated by this Agreement.

     5.   Shares Subject to Pledge. The parties hereto acknowledge that the
          ------------------------
Subject Shares owned by the Stockholder are, on the date hereof, held in pledge
by First Union National Bank, as Administrative Agent, as security for certain
credit that has been extended to the Stockholder and its affiliates. The
Stockholder hereby represents and warrants to Parent and Merger Sub that the
Stockholder has the right to remove the Subject Shares from such pledge, that
the Stockholder has exercised that right by giving the required notice to such
Administrative Agent, and that such Administrative Agent has acknowledged that
the Subject Shares are being released from such pledge and returned to the
Stockholder. Notwithstanding anything contained herein to the contrary, the
parties hereto agree that: (1) the Stockholder shall not be deemed to be in
violation of the provisions of Sections 1(a), 1(b) or 3(c) hereof by reason of
the pledge arrangement described above in favor of such Administrative Agent;
and (2) the Stockholder shall obtain the return of the Subject Shares to the
Stockholder as soon as reasonably possible. The Stockholder will use reasonable
commercial efforts to ensure that the rights of the pledgee of the Subject
Shares shall not interfere with the rights of Merger Sub and Parent under this
Agreement.

     6.   Assignment. Neither this Agreement nor any of the rights, interests or
          ----------
obligations hereunder shall be assigned by any of the parties without the prior
written consent of


                                        4

<PAGE>


the other parties, except that Merger Sub may assign, in its sole discretion,
any or all of its rights, interests and obligations hereunder to Parent or to
any direct or indirect wholly owned subsidiary of Parent. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit of
and be enforceable by the parties and their respective successors and assigns
and, in the case of the Stockholder, the heirs, executors and administrators of
the Stockholder.

     7. Termination. Notwithstanding any other provision of this Agreement, this
        -----------
Agreement (including without limitation the irrevocable proxy contained herein)
shall terminate upon the earlier of (i) the Effective Time or (ii) a valid
termination of the Merger Agreement.

     8. General Provisions.
        ------------------

     (a) Expenses. Except as otherwise expressly provided in the Merger
         --------
     Agreement, each party hereto shall pay its own expenses incurred in
     connection with this Agreement.

     (b) Specific Performance. The parties hereto agree that irreparable
         --------------------
     damage would occur in the event that any of the provisions of this
     Agreement were not performed in accordance with their specific terms or
     were otherwise breached. It is accordingly agreed that the parties shall be
     entitled to an injunction or injunctions to prevent breaches of this
     Agreement and to enforce specifically the terms and provisions hereof in
     any court of the United States or any state thereof having jurisdiction,
     this being in addition to any other remedy to which they are entitled at
     law or in equity. Each party hereby irrevocably submits to the exclusive
     jurisdiction of the United States District Court for the District of
     Delaware in any action, suit or proceeding arising in connection with this
     Agreement and agrees that any such action, suit or proceeding shall be
     brought only in such courts (and waives any objection based on forum non
     conveniens or any other objection to venue therein). Each party hereto
     waives any right to a trial by jury in connection with any such action,
     suit or proceeding.

     (c) Notice. All notices, requests, demands and other communications
         ------
     hereunder shall be deemed to have been duly given and made if in writing
     and if served by personal delivery upon the party for whom it is intended
     or if sent by telex or telecopier (and also confirmed in writing) to the
     person at the address set forth below, or such other address as may be
     designated in writing hereafter, in the same manner, by such person:

      (i)      if to Parent or Merger Sub, to:

               c/o CareerBuilder, Inc.
               10970 Parkridge Boulevard
               Suite 200
               Reston, VA  20191
               Attention:  Robert J. McGovern
               Telecopy No.:  (703) 259-5510

               with a copy to:


                                        5


<PAGE>


                           Hale and Dorr LLP
                           11951 Freedom Drive, Suite 1400
                           Reston, Virginia 20190
                           Attention:       Donald L. Toker, Jr.
                           Telecopy No.     (703) 654-7100

     (ii)    if to the Stockholder, to:

                           ITC Holding Company, Inc.
                           3300 20th Avenue
                           Valley, Alabama 36854

                           with a copy to:

                           Alston & Bird LLP
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309
                           Attention:       J. Vaughan Curtis
                           Telecopy No.     (404) 881-7777

     (iii)    if to the Company, to:


                           333 Research Court
                           Suite 200
                           Norcross, Georgia  30092
                           Attention:  Robert M. Montgomery
                           Telecopy No.




                           with a copy to:

                           Alston & Bird LLP
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309
                           Attention:       J. Vaughan Curtis
                           Telecopy No.     (404) 881-7777

     (d)     Parties in Interest. This Agreement shall inure to and be binding
             -------------------
     upon the parties named herein and their respective successors and assigns.
     Nothing in this Agreement, expressed or implied, is intended to confer upon
     any person


                                        6

<PAGE>


     other than Parent, Merger Sub or the Stockholder, or their permitted
     successors or assigns, any rights or remedies under or by reason of this
     Agreement.

          (e) Entire Agreement; Amendments. This Agreement contains the entire
              ----------------------------
     agreement between the parties hereto with respect to the subject matter
     hereof and supersedes all prior and contemporaneous agreements and
     understandings, oral or written, with respect to such transactions. This
     Agreement may not be changed, amended or modified orally, but only by an
     agreement in writing signed by the party against whom any waiver, change,
     amendment, modification or discharge may be sought.

          (f) Headings. The section headings herein are for convenience only and
              --------
     shall not affect the construction of this Agreement.

          (g) Counterparts. This Agreement may be executed in one or more
              ------------
     counterparts, each of which, when executed, shall be deemed to be an
     original and all of which together shall constitute one and the same
     document.

          (h) Governing Law. Except to the extent required to be governed by the
              -------------
     provisions of the Georgia Business Corporation Code, this Agreement shall
     be governed by, and construed in accordance with, the laws of the State of
     Delaware, regardless of the laws that might otherwise govern under
     applicable principles of conflicts of laws thereof.

          (i) Capitalized Terms. Capitalized terms not otherwise defined in this
              -----------------
     Agreement shall have the meanings set forth in the Merger Agreement.

          (j) Severability. If any term or other provision of this Agreement is
              ------------
     invalid, illegal or incapable of being enforced by any rule of law, or
     public policy, all other conditions and provisions of this Agreement shall
     nevertheless remain in full force and effect so long as the economic and
     legal substance of the transactions contemplated hereby are not affected in
     any manner materially adverse to any party. Upon such determination that
     any term or other provision is invalid, illegal or incapable of being
     enforced, the parties shall negotiate in good faith to modify this
     Agreement so as to effect the original intent of the parties as closely as
     possible in a mutually acceptable manner in order that the transactions
     contemplated by this Agreement may be consummated as originally
     contemplated to the fullest extent possible.

          9.  No Limitations on Actions of the Stockholder as a Director.
              ----------------------------------------------------------
Notwithstanding anything to the contrary in this Agreement, nothing in this
Agreement is intended or shall be construed to require the Stockholder to take
or in any way limit any action that the Stockholder may take in his capacity as
an officer or director of the Company, including without limitation the
discharge of the Stockholder's fiduciary duties as a director and/or officer of
the Company.

                                        7

<PAGE>

                  IN WITNESS WHEREOF, each of Parent and Merger Sub has caused
this Agreement to be signed by its officer thereunto duly authorized and the
Stockholder has duly signed this Agreement, all as of the date first written
above.

                              CAREER HOLDINGS, INC.

                              By:  /s/ JAMES THOLEN
                                 -----------------------------------------------
                                   Name:  James Tholen
                                   Title: Vice President

                              CB MERGER SUB, INC.

                              By:  /s/ JAMES THOLEN
                                 -----------------------------------------------
                                   Name:  James Tholen
                                   Title: Vice President

                              HEADHUNTER.NET, INC.

                              By:  /s/ ROBERT M. MONTGOMERY
                                 -----------------------------------------------
                                   Name: Robert M. Montgomery
                                   Title:  Chief Executive Officer


                                        8

<PAGE>

                              STOCKHOLDER

                              ITC HOLDING COMPANY, INC.

                              By:  /s/ KIMBERLEY E. THOMPSON
                                 -----------------------------------------------
                                   Name: Kimberley E. Thompson
                                   Title: Senior Vice President

                              Number of shares of Common Stock owned by the
                              Stockholder on the date hereof:

                                    5,083,333
                              ----------------------

                                       9

</TEXT>
</DOCUMENT>
</SUBMISSION>
