SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _)

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[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

WebHire, Inc.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement)

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WEBHIRE, INC.
91 Hartwell Avenue
Lexington, Massachusetts 02421
(781) 869-5000

NOTICE OF ANNUAL MEETING OF STOCKHOLDER'S

To Be Held on March 20, 2002

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Webhire,
Inc. (the "Company") will be held on March 20, 2002 at 3:30 p.m., local time,
at the Company's principal executive offices at 91 Hartwell Avenue, Lexington,
Massachusetts (the "Annual Meeting") for the purpose of considering and voting
upon:

1. The election of Lars D. Perkins and J. Paul Costello as Class III
Directors to serve for a three-year term, with such term to continue
until the Annual Meeting of Stockholders following the close of the
Company's 2004 Fiscal Year and until their successors are duly elected
and qualified;

2. The approval of an amendment and restatement of the Company's 1996 Stock
Option and Grant Plan to increase the number of shares of the Company's
common stock, par value $.01 per share, issuable thereunder from 700,000
to 950,000 shares; and

3. Such other business as may properly come before the Annual Meeting and
any adjournments or postponements thereof.

The Board of Directors has fixed the close of business on January 23, 2002
as the record date for determination of stockholders entitled to notice of and
to vote at the Annual Meeting and any adjournments or postponements thereof.
Only holders of common stock of record at the close of business on that date
will be entitled to notice of and to vote at the Annual Meeting and any
adjournments or postponements thereof.

In the event there are not sufficient votes with respect to the foregoing
proposals at the time of the Annual Meeting, the Annual Meeting may be
adjourned in order to permit further solicitation of proxies.

By Order of the Board of Directors
Stephen D. Allison
Secretary

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE REQUESTED TO
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ARE
A STOCKHOLDER OF RECORD AND YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN
PERSON, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.

WEBHIRE, INC.
91 Hartwell Avenue
Lexington, Massachusetts 02421
(781) 869-5000

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, MARCH 20, 2002

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Webhire, Inc. (the "Company") for use at
the Annual Meeting of Stockholders of the Company to be held on Wednesday,
March 20, 2002, at 3:30 p.m., local time, at the Company's principal offices at
91 Hartwell Avenue, Lexington, Massachusetts, and any adjournments or
postponements thereof (the "Annual Meeting").

At the Annual Meeting, the stockholders of the Company will be asked to
consider and vote upon the following matters:

2. The approval of an amendment and restatement of the Company's 1996 Stock
Option and Grant Plan (the "1996 Stock Option Plan") to increase the
number of shares of the Company's common stock, par value $.01 per
share, issuable thereunder from 700,000 to 950,000 shares; and

3. Such other business as may properly come before the Annual Meeting and
any adjournments or postponements thereof.

The Notice of Annual Meeting, the Proxy Statement and the Proxy Card are
first being mailed to stockholders of the Company on or about February 13, 2002
in connection with the solicitation of proxies for the Annual Meeting. The
Board of Directors has fixed the close of business on January 23, 2002 as the
record date for the determination of stockholders entitled to notice of, and to
vote at, the Annual Meeting (the "Record Date"). Only holders of Common Stock
of record at the close of business on the Record Date will be entitled to
notice of, and to vote at, the Annual Meeting. As of January 23, 2002, there
were 4,517,079 shares of Common Stock, outstanding and entitled to vote at the
Annual Meeting and approximately 72 stockholders of record. Each holder of
shares of Common Stock outstanding as of the close of business on the Record
Date will be entitled to one vote for each share of Common Stock held of record
with respect to each matter submitted at the Annual Meeting. A list of
stockholders eligible to vote at the Annual Meeting will be available for
inspection at the Annual Meeting and for a period of ten days prior to the
Annual Meeting during regular business hours at the Company's headquarters at
91 Hartwell Avenue, Lexington, Massachusetts 02421, (781) 869-5000.

On May 17, 2001, the stockholders of the Company approved an amendment to
the Company's Third Amended and Restated Certificate of Incorporation to effect
a 1-for-5 reverse split of the shares of the Company's Common Stock (the
"Existing Common"). The reverse split became effective as of 9:00 a.m. on
June 18, 2001. No fractional shares of newly issued common stock ("New Common")
were issued and, in lieu

thereof, stockholders holding a number of shares of Existing Common not evenly
divisible by five received cash in lieu of fractional shares of New Common. In
this Proxy Statement, accompanying financial statements and related notes, all
share and per share amounts have been retroactively adjusted to reflect the
reverse stock split.

The presence, in person or by proxy, of a majority of the total number of
outstanding shares of Common Stock is necessary to constitute a quorum for the
transaction of business at the Annual Meeting. Abstentions and "broker
non-votes" will be counted as present for determining the presence or absence
of a quorum for the transaction of business at the Annual Meeting. A "broker
non-vote" is a proxy from a broker or other nominee indicating that such person
has not received instructions from the beneficial owner or other person
entitled to vote the shares on a particular matter with respect to which the
broker or other nominee does not have discretionary voting power.

A quorum being present, the affirmative vote of a plurality of the votes
cast is necessary to elect each nominee as a Director of the Company. With
respect to the election of Directors, votes may be cast in favor of or withheld
from the nominee. Abstentions and broker non-votes will not be counted as
voting with respect to the election of Directors and, therefore, will not have
an effect on the election of Directors.

A quorum being present, the affirmative vote of a majority of the shares of
Common Stock present in person or represented by proxy and entitled to vote on
the matter is required for the approval of the amendment and restatement of the
1996 Stock Option Plan. Broker non-votes will not be considered entitled to
vote on this matter and, therefore, will have no effect on the approval of the
amendment and restatement of the 1996 Stock Option Plan. Abstentions will be
counted as voting against the amendment to the 1996 Stock Option Plan.

Stockholders of the Company are requested to complete, date, sign and return
the accompanying Proxy Card in the enclosed envelope. Common Stock represented
by properly executed proxies received by the Company and not revoked will be
voted at the Annual Meeting in accordance with the instructions contained
therein. If no instructions are made therein, properly executed proxies will be
voted in favor of the proposals set forth herein. If other matters are
presented, proxies will be voted in accordance with the discretion of the proxy
holders, subject to Securities and Exchange Commission ("SEC") rules and
regulations governing the exercise of such authority. The Board of Directors is
not aware of any matters that will be presented at the Annual Meeting other
than the election of Directors and the amendment and restatement of the
Company's 1996 Stock Option Plan.

Any properly completed proxy may be revoked at any time before it is voted
on any matter (without, however, affecting any vote taken prior to such
revocation) by giving written notice of such revocation to the Secretary of the
Company, or by signing and duly delivering a proxy bearing a later date, or by
attending the Annual Meeting and voting in person. Any stockholder of record as
of the Record Date attending the Annual Meeting may vote in person whether or
not a proxy has been previously given, but the presence, without further
action, of a stockholder at the Annual Meeting will not constitute a revocation
of a previously given proxy.

An Annual Report to Stockholders (which does not form a part of the proxy
solicitation materials), containing financial statements for the fiscal year
ended September 30, 2001 ("Fiscal 2001") is being mailed concurrently herewith
to stockholders of the Company.

The mailing address of the principal executive offices of the Company is 91
Hartwell Avenue, Lexington, Massachusetts 02421.

PROPOSAL NUMBER 1--ELECTION OF CLASS III DIRECTORS

The Company's certificate of incorporation provides for a staggered Board of
Directors consisting of the number of Directors designated from time to time by
the Board of Directors and divided into three classes as nearly equal in number
as possible. The directors for each class serve for three-year terms with one
class being elected by the Company's stockholders at each annual meeting. The
number of Directors presently constituting the Board of Directors is seven.
There are two Directors of each class, and there is one vacancy on the Board.

On July 19, 1999, the Company entered into a stock purchase agreement (the
"1999 Stock Purchase Agreement") with SOFTBANK Capital Partners LP and its
affiliates (collectively, "SOFTBANK"), pursuant to which SOFTBANK agreed to
purchase in a private placement 792,079 shares of Common Stock for an aggregate
purchase price of $20,000,000. Pursuant to the terms of the 1999 Stock Purchase
Agreement, SOFTBANK is entitled to nominate two members of the Board of
Directors. For so long as SOFTBANK owns at least 10% of the Company's
outstanding Common Stock, SOFTBANK will be entitled to nominate one director
each time a class of directors in which one of its representatives serves is
subject to election. Additionally, one of the SOFTBANK directors will be
entitled to serve as a member of the audit committee and the compensation
committee of the Board of Directors. In connection with the closing of the 1999
Stock Purchase Agreement, the Board of Directors, acting pursuant to the power
granted by the Company's by-laws to fill four vacancies on the Board of
Directors, elected Charles R. Lax as a director to serve as one of the SOFTBANK
nominees. The second Board position for which SOFTBANK is entitled to submit
nominations is currently vacant.

On July 10, 2000, the Company entered into a stock purchase agreement (the
"2000 Stock Purchase Agreement") with Korn/Ferry International ("Korn/Ferry"),
SOFTBANK, and other investors, pursuant to which the Company issued and sold an
aggregate of 1,361,700 shares of Common Stock in a private placement for an
aggregate purchase price of $16,000,000 ($8,000,000 of which was invested by
Korn/Ferry). Under the terms of the 2000 Stock Purchase Agreement, for as long
as it owns at least 5% of the Company's outstanding stock, Korn/Ferry will be
entitled to nominate one member of the Board of Directors. In connection with
the closing of the 2000 Stock Purchase Agreement, the Board of Directors,
acting pursuant to the power granted by the Company's by-laws to fill vacancies
on the Board of Directors, elected Peter L. Dunn as a director to serve as
Korn/Ferry's nominee.

At the Annual Meeting, two Class III Directors will be elected to serve
until the Annual Meeting of Stockholders following the close of the Company's
2004 Fiscal Year and until their successors are duly elected and qualified. The
Board of Directors has nominated Lars D. Perkins and J. Paul Costello for
re-election as Class III Directors. Unless otherwise specified in the proxy, it
is the intention of the persons named in the proxy to vote the shares
represented by each properly executed proxy for the re-election of Mr. Perkins
and Mr. Costello as Directors. The Company has no reason to believe that either
of the two nominees will become unable or unwilling to serve as elected.
However, if any nominee should become unwilling to serve for any reason,
proxies may be voted for another person nominated as a substitute by the Board
of Directors. Proxies may not be voted for a greater number of persons than the
two nominees to be re-elected as Class III Directors.

Vote Required For Approval

A quorum being present, the affirmative vote of a plurality of the votes
cast is necessary to elect each nominee as a Director of the Company.

The Board of Directors of the Company recommends that the Company's
stockholders vote "FOR" the re-election of the nominees to the Board of
Directors of the Company.

PROPOSAL NUMBER 2--APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE
COMPANY'S 1996 STOCK OPTION PLAN

On February 1, 2002, the Board of Directors adopted, subject to stockholder
approval at the Annual Meeting, an amendment to the 1996 Stock Option Plan (the
"Plan Amendment"), pursuant to which the number of shares of Common Stock
reserved for issuance under the 1996 Stock Option Plan was increased from
700,000 to 950,000. A copy of the Plan Amendment is attached hereto as EXHIBIT
A.

The Board of Directors believes that the Company's growth and long-term
success depend in large part upon retaining and motivating key management
personnel and other full-time employees and that such retention and motivation
can be achieved in part through the grant of stock options. The Board of
Directors also believes that stock options can play an important role in the
success of the Company by encouraging and enabling the directors, officers and
other employees of the Company, upon whose judgment, initiative and efforts the
Company depends for sustained growth and profitability, to acquire a
proprietary interest in the long-term performance of the Company. The Board of
Directors anticipates that providing such persons with a direct stake in the
Company will assure a closer identification of the interests of the
participants in the 1996 Stock Option Plan with those of the Company, thereby
stimulating the efforts of such participants to promote the Company's future
success and strengthen their desire to remain with the Company. The Board of
Directors believes that the proposed increase in the number of shares issuable
under the 1996 Stock Option Plan will help the Company to accomplish these
goals and will keep the Company's equity incentive compensation competitive.

As of January 23, 2002, options to purchase 32,023 shares of Common Stock
currently reserved for issuance under the 1996 Stock Option Plan have not yet
been granted.

SUMMARY OF 1996 STOCK OPTION PLAN

The following description of certain features of the 1996 Stock Option Plan
is intended to be a summary only. The summary is qualified in its entirety by
the full text of the 1996 Stock Option Plan which is attached hereto as EXHIBIT
A and which indicates the effect of the Plan Amendment.

On May 8, 1996, the 1996 Stock Option Plan was adopted by the Board of
Directors and approved by the stockholders. The 1996 Stock Option Plan permits
the grant of (i) options to purchase shares of Common Stock intended to qualify
as incentive stock options ("Incentive Options") under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), (ii) options that do
not so qualify ("Non-Qualified Options") and (iii) shares of Common Stock. The
1996 Stock Option Plan is designed and intended as a performance incentive for
officers, directors, employees, consultants and other key persons performing
services for the Company to encourage such persons to acquire or increase a
proprietary interest in the success of the Company. Prior to the Plan
Amendment, there were 700,000 shares authorized for issuance under the 1996
Stock Option Plan. If approved, the Plan Amendment would increase the number of
shares of Common Stock authorized for issuance under the 1996 Stock Option Plan
to 950,000.

PLAN ADMINISTRATION; ELIGIBILITY

The 1996 Stock Option Plan provides that it shall be administered by the
full Board of Directors or a committee of non-employee directors, as appointed
by the Board of Directors from time to time.

The Board of Directors may discontinue or amend the 1996 Stock Option Plan
at any time provided that the rights and obligations under any option issued
prior to any amendment cannot be adversely affected by such amendment without
the consent of the optionee.

The Board of Directors has full power to select, from among the persons
eligible for awards under the 1996 Stock Option Plan, the individuals to whom
awards will be granted, to make any combination of awards to participants, and
to determine the specific term of each award, subject to the provisions of the
1996 Stock Option Plan. Incentive Options may be granted only to officers or
other employees of the Company, including members of the Board of Directors who
are also employees of the Company. Non-Qualified Options may be granted or
issued to officers or other employees of the Company, directors and to
consultants and other key persons who provide services to the Company
(regardless of whether they are also employees).

MATERIAL TERMS OF OPTIONS

The exercise price of each option granted under the 1996 Stock Option Plan
is determined by the Board of Directors but, in the case of Incentive Options,
may not be less than 100% of the fair market value of the underlying shares on
the date of grant. No Incentive Option may be granted under the 1996 Stock
Option Plan to any employee of the Company or any subsidiary who owns at the
date of grant shares of stock representing in excess of 10% of the voting power
of all classes of stock of the Company unless the exercise price for stock
subject to such option is at least 110% of the fair market value of such stock
at the time of grant and the option term does not exceed five years. Each
option may be exercised during the optionee's lifetime only by the optionee, or
his or her guardian or legal representative. As of the close of business on
January 14, 2002, the fair market value of a share of Common Stock was $1.52 as
determined by the price of a share of the Common Stock on NASDAQ.

The Term of each option is fixed by the Board of Directors and, in the case
of an Incentive Option, may not exceed ten years from the date of grant. Except
with respect to the automatic grants of options, which are granted to
non-employee directors on the date they become directors and on each October 1
that such director is a member of the Board of Directors, and provide for a
fixed vesting schedule, the Board of Directors determines at what time or times
each option may be exercised and, subject to the provisions of the 1996 Stock
Option Plan, the period of time during which options may be exercised, if any,
after termination of employment for any reason. Options may be made exercisable
in installments, and the exercisability of options may be accelerated by the
Board of Directors. Upon exercise of options, the option exercise price must be
paid in full (i) in cash or by certified or bank check or other instrument
acceptable to the Board of Directors, (ii) if the applicable option agreement
permits, by delivery of shares of Common Stock already owned by the optionee,
or (iii) through a "cashless" exercise procedure, subject to certain
limitations.

The 1996 Stock Option Plan provides that in the case of certain transactions
constituting a change in control of the Company, the 1996 Stock Option Plan and
the options issued thereunder shall terminate upon the effectiveness of any
such transaction or event, unless provision is made in connection with such
transaction for the assumption of options theretofore granted, or the
substitution for such options with new options of the

successor entity or parent thereof, with appropriate adjustment as to the
number and kind of shares and the per share exercise prices. In the event of
such termination, each holder of outstanding options shall be permitted to
exercise all vested options and all or a portion of unvested options, as
specified in the applicable option agreement, for a period of at least 15 days
prior to the date of such termination.

TAX ASPECTS UNDER THE U.S. INTERNAL REVENUE CODE

The following summary is intended only as a general guide as to the federal
income tax consequences under current law of participation in the 1996 Stock
Option Plan and does not attempt to describe all possible federal or other tax
consequences of such participation or tax consequences based on particular
circumstances.

Under current federal tax law, an employee who receives a non-qualified
option does not generally realize any taxable income at the time the option is
granted. However, upon the exercise of such an option, the employee will
recognize ordinary income measured by the excess of the then fair market value
of the Common Stock over the exercise price, and the Company generally will be
entitled to a tax deduction for a corresponding amount. An employee who
receives an Incentive Option under Section 422 of the Code does not generally
realize any taxable income at the time the option is granted or at the time it
is exercised. The excess of the fair market value of the Common Stock on the
date of exercise over the option price is a "tax preference item," however,
that may cause the employee to be subject to the alternative minimum tax. Upon
the sale of stock received upon exercise of any incentive stock option, the
optionee will recognize a capital gain or loss or, depending on the holding
period of the shares, ordinary income, in an amount equal to the difference
between the sale price and exercise price. The Company is not entitled to a tax
deduction with respect to the grant or exercise of an incentive stock option.

1996 STOCK OPTION PLAN BENEFITS

As grants of awards under the 1996 Stock Option Plan are subject to the
discretion of the Board of Directors, the benefits or amounts that will be
received by or allocated to any individual or group of individuals under the
1996 Stock Option Plan is not determinable, except that under the 1996 Stock
Option Plan, each non-employee director first joining the Board of Directors
automatically receives an option to purchase 1,000 shares of Common Stock when
such director is first elected or appointed to the Board of Directors, with
option shares vesting proportionately over four years. In addition, each
non-employee director automatically receives an option to purchase 500 shares
of Common Stock on each October 1 that such director is a member of the Board
of Directors, with option shares vesting proportionately over four years. All
option grants to non-employee directors are at a per share exercise price equal
to the fair market value of the Common Stock at the time of grant.

Vote Required For Approval

The affirmative vote of a majority of the Common Stock present or
represented by proxy at the Annual Meeting is required to approve the proposed
amendment to the Company's 1996 Stock Option and Grant Plan.

The Board of Directors unanimously recommends a vote "FOR" the approval of
the amendment to the Company's 1996 Stock Option Plan.

INFORMATION REGARDING DIRECTORS

Set forth below is certain information regarding the directors of the
Company, including the Class III Directors who have been nominated by the Board
of Directors for re-election at the Annual Meeting, based on information
furnished by them to the Company.

Director
Name Age Since
---- --- --------

Class III--Term Expires at Annual Meeting following Fiscal 2001
Lars D. Perkins*............................................... 42 1986
J. Paul Costello*.............................................. 62 1982

Class I--Term Expires at Annual Meeting following Fiscal 2002
Russell J. Campanello.......................................... 45 1994
Charles R. Lax................................................. 42 1999

Class II--Term Expires at Annual Meeting following Fiscal 2003
Martin J. Fahey................................................ 47 1997
Peter L. Dunn.................................................. 56 2000

* Nominees for re-election

The principal occupation and business experience during at least the last
five years for each director of the Company are set forth below:

Martin J. Fahey was named Chief Executive Officer in July 1999. Mr. Fahey
was elected President of the Company and a member of the Board of Directors in
July 1997. Mr. Fahey joined the Company as Vice President and Chief Operating
Officer in May 1996. From January 1995 to May 1996, Mr. Fahey was an
independent consultant for a variety of software companies. From July 1991 to
December 1994, he was Chief Executive Officer of Vertigo Development, a
multimedia company which Mr. Fahey co-founded. Mr. Fahey was employed by Lotus
Development Corporation, a software company, from January 1983 to June 1991,
most recently as the Director of Spreadsheet Marketing.

Peter L. Dunn was elected as a director of the Company in August 2000. Mr.
Dunn has been a Director of Korn/Ferry International since 1992. Mr. Dunn is
Chief General Counsel and Corporate Secretary of Korn/Ferry International.

Lars D. Perkins, co-founder of the Company, has served as Chairman of the
Board of the Company since 1986. Mr. Perkins is Managing Director of idealab!
Boston, a member of the idealab! Network, the leading creator and operator of
Internet businesses, whose focus is on identifying, launching and operating New
England-based Internet businesses. Mr. Perkins served as President of the
Company from 1986 to 1997 and as Chief Executive Officer from 1986 to 1999.

J. Paul Costello was a co-founder of the Company and a member of the Board
of Directors of the Company since its founding in 1982. Mr. Costello has served
as President of J. Paul Costello Associates, Inc., a consulting company, since
1969 and for many years was President of Costello & Company, Inc., a national
contract recruiting company and outplacement firm. Mr. Costello has been a
human resource management consultant for over thirty years.

Russell J. Campanello was elected as a director of the Company in October
1994. Since July 2000, Mr. Campanello has served as Chief People Officer at
NerveWire, a business-to-business Internet professional services firm. From
February 1998 to June 2000, Mr. Campanello served as Senior Vice President,
Human Resources at Genzyme Corporation. From March 1996 to February 1998, Mr.
Campanello was Vice President of Nets Incorporated, an Internet-based marketing
company. From June 1987 to February 1996, Mr. Campanello served as Vice
President of Human Resources of Lotus Development Corporation.

Charles R. Lax was elected as a director of the Company in September 1999.
Mr. Lax is a general partner of SOFTBANK Capital Partners, a firm he co-founded
in July 1999. Mr. Lax is also managing director of Mobius Venture Capital
(formerly known as SOFTBANK Venture Capital), which he co-founded in November
1997. Mr. Lax is also a Director of SOFTBANK Investment America Corporation.
Mr. Lax founded GrandBanks Capital, a venture capital partnership, sponsored by
SOFTBANK and Mobius Venture Capital in January 2001. He is its Managing General
Partner and its Chief Investment Officer. Prior to joining SOFTBANK, Mr. Lax
was a venture partner at VIMAC Partners LLC, a venture capital firm
specializing in investments in the information technology and Internet-related
industries from June 1993 to July 1996. Mr. Lax also serves on the public
boards of 1-800-Flowers.com, Inc. (FLWS), and Interliant, Inc. (INIT), an
Internet hosting and services company. Mr. Lax also serves on the board of a
number of private companies, including Clearcross, Inc., Coradiant and Ember
Corporation. Mr. Lax is a magna cum laude graduate of Boston University where
he earned a Bachelor of Science.

The Board of Directors of the Company held eight meetings during Fiscal
2001. During Fiscal 2001, each of the Directors attended 100% of the total
number of meetings of the Board of Directors and of the committees of the Board
of Directors which he was a member during the term of his service as director,
except Mr. Campanello and Mr. Dunn, who each did not attend two meetings. The
Board of Directors has a standing Audit Committee and Compensation Committee.

Audit Committee. The Audit Committee of the Board of Directors (the "Audit
Committee") recommends the firm to be appointed as independent accountants to
audit the Company's financial statements and to perform services related to the
audit, reviews the scope and results of the audit with the independent
accountants, reviews with management and the independent accountants the
Company's year-end operating results and considers the adequacy of the
Company's internal accounting procedures. The Audit Committee consisted of
Russell J. Campanello and Charles R. Lax throughout Fiscal 2001. Peter L. Dunn
was elected to serve as the third member of the Audit Committee on January 19,
2001. A copy of the Audit Committee Charter as presently in effect was filed
with the Company's Proxy Statement on Schedule 14A on February 15, 2001.

Compensation Committee. The Compensation Committee of the Board of
Directors (the "Compensation Committee") reviews and recommends the
compensation arrangements for all directors and officers of the Company. The
Compensation Committee also administers and takes such other action as may be
required in connection with the incentive plans of the Company, including the
Company's 1994 Stock Option Plan, the 1996 Stock Option Plan and the 1996
Employee Stock Purchase Plan. The Compensation Committee consisted of Russell
J. Campanello and Charles R. Lax throughout Fiscal 2001. The Compensation
Committee met twice during Fiscal 2001.

Director Compensation

Non-employee Directors receive $5,000 per year for services rendered as
directors, plus a per meeting fee of $1,000 for each Directors' meeting
attended in person after the fifth meeting, up to a maximum additional amount
of $5,000 per fiscal year. In addition, all Directors of the Company are
reimbursed for travel expenses incurred in attending meetings of the Board of
Directors and its committees. Each non-employee Director automatically receives
an option to purchase 1,000 shares of Common Stock under the 1996 Stock Option
Plan when such director is first elected to the Board of Directors, with such
option shares vesting proportionately over four years. In addition, each
non-employee director automatically receives an option to purchase 500 shares
of Common Stock under the 1996 Stock Option Plan on each October 1 that such
director is a member of the Board of Directors, with such option shares vesting
proportionately over four years. All option grants to non-employee directors
are at a per share exercise price equal to the fair market value of the Common
Stock at the time of grant.

EXECUTIVE OFFICERS

The names and ages of all executive officers of the Company as of January
23, 2002 and the principal occupation and business experience during at least
the last five years for each are set forth below. Except for executive officers
who have employment agreements with the Company, the executive officers serve
at the discretion of the Board of Directors.

Name Age Position
- ---- --- ----------------------------------------------------------------

Martin J. Fahey........ 47 President, Chief Executive Officer and Director
Stephen D. Allison..... 56 Chief Financial Officer, Vice President of Finance and Treasurer
Robert J. Lederman, Jr. 44 Vice President, Sales
Ellen B. Madonia....... 37 Vice President, Client Services and Operations
Edward F. Murray....... 46 Chief Technology Officer
Linda T. Rappaport..... 53 Chief Operating Officer
Elise J. Sargent....... 48 Vice President, Engineering

Stephen D. Allison joined the Company as Chief Financial Officer, Vice
President of Finance and Treasurer in February 2000. From May 1997 to January
2000,Mr. Allison was Chief Financial Officer for PRI Automation, the leading
global supplier of advanced factory automation systems and software for
semiconductor and OEM process tool manufacturers. Prior to joining PRI
Automation, Mr. Allison was employed at Helix Technology Corporation, the
leading manufacturer of cryogenic vacuum systems serving the global electronics
marketplace, as Vice President and Chief Financial Officer from April 1995 to
April 1997.

Robert J. Lederman, Jr. was named Vice President of Sales in July 2000. From
June 1999 to June 2000, Mr. Lederman served as Vice President of Internet
Sales. Mr. Lederman joined the Company as Vice President of Human Resources in
January 1997. From June 1994 to January 1997, Mr. Lederman was employed by
Fidelity Investments as the Director of Human Resources. From June 1992 to June
1994, Mr. Lederman was Director of Employment and Employee Relations for Clean
Harbors Environmental Services Company.

Ellen B. Madonia was elected Vice President, Client Services and Operations
in August 2001. Ms. Madonia joined the Company in April 1998, participating in
the initial launch of the Company's ASP offerings. Ms. Madonia held the
position of Director of Marketing from February 2000 to August 2001. From May
1997 to May 1998, Ms. Madonia was employed by Compaq Computer Corporation as
the Database Marketing Manager, Installed Base Initiative. From February 1993
to May 1997, Ms. Madonia was employed by Interleaf, Inc. where she was
responsible for developing that company's marketing communications strategy and
managing the telesales organization.

Edward F. Murray was named Chief Technology Officer in May 2000. Mr. Murray
joined the Company as Vice President of Development for Electronic Commerce in
November 1998. From September 1996 to November 1998, Mr. Murray was Vice
President and Chief Technologist of the Product Development division of The
Instream Corporation. From October 1989 to October 1995, Mr. Murray was
employed by Lotus Development Corporation where he was responsible for the
development of several product lines including Lotus Works and Lotus Forms.

Linda T. Rappaport joined the Company as Chief Operating Officer in January
2002. From April 1998 to March 2001, Ms. Rappaport was Chief Operating Officer
of JWG Associates, Inc., a national recruitment advertising agency. From
October 1984 to April 1988, Ms. Rappaport was employed as the Director of
Marketing/Sales at Barry Hyman Company, Inc. a national material handling
company. From January 1983 to October 1988, Ms. Rappaport was employed as a
Marketing Director at Drug Intake Management Evaluations Systems (DIMES), a
developer of the first interactive drug database.

Elise J. Sargent joined the Company as Vice President, Engineering in
January 2000. From February 1997 to December 1999, Ms. Sargent was employed by
Infinium Software, most recently as Vice President of NT Development for the
Infinium suite of business applications. Ms. Sargent had previously served as
Infinium's Director of Development for HR applications. From December 1995 to
January 1997, Ms. Sargent was employed by Intersolv, Inc. as Director, Analysis
and Design Development.

EXECUTIVE COMPENSATION

The following sections of this Proxy Statement set forth and discuss the
compensation paid or awarded during the last three fiscal years to the
Company's Chief Executive Officer and the four other most highly compensated
executive officers who earned in excess of $100,000 during Fiscal 2001 (the
"Named Executives").

Summary Compensation Table

The following table summarizes the compensation paid to, awarded to or
earned by the Named Executives for services rendered to the Company in all
capacities during the last three fiscal years ended September 30, 2001.

LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------- ------------
Fiscal Securities
Year Underlying All Other
Name & Principal Position Ended Salary ($) Bonus ($) Options (#) Comp. ($) (1)
- ------------------------- ------ ---------- --------- ------------ -------------

Martin J. Fahey..................... 2001 216,153 -- 80,000 2,144
President, CEO 2000 189,583 119,000 63,200 3,232
1999 175,000 52,736 10,000 2,396
Stephen D. Allison.................. 2001 186,744 -- 25,000 4,086
Chief Financial Officer 2000 114,086(2) 47,224 38,000 1,624
1999 -- -- -- --
Thomas F. Brady..................... 2001 146,103(3) -- -- 28,917
VP of Services and Operations 2000 159,500 43,041 13,774 3,499
1999 145,000 29,000 5,560 1,979
Robert J. Lederman.................. 2001 147,042 18,750 15,000 1,765
VP of Sales 2000 130,000 64,125 10,650 3,119
1999 130,000 19,500 4,380 2,552
Timothy J. McManus.................. 2001 158,667(4) -- -- 25,593
Chief Marketing Officer Development 2000 162,300 45,875 13,746 3,759
1999 140,000 28,000 7,500 3,598
Edward F. Murray.................... 2001 182,730 -- 25,000 3,685
Chief Technology Officer 2000 166,750 44,997 14,775 3,988
1999 118,695(5) 29,000 11,000 2,336
Elise J. Sargent.................... 2001 164,375 -- 25,000 2,612
VP of Engineering 2000 109,135(6) 40,478 13,000 844
1999 -- -- -- --

- -------------------
(1) Other Compensation includes group term life insurance benefits, a Company
contribution to the Named Executive for assistance in the purchase of a
personal computer, a matching contribution made by the Company on behalf of
the Named Executive under the Company's 401(k) savings plan, severance
and/or the discount received on stock purchases through the Company's
Employee Stock Purchase Plan.
(2) Based on nine months of service with the Company during the fiscal year
ended September 30, 2000. Mr. Allison's salary would have totaled $175,000
had he been employed by the Company for the entire fiscal year.

(3) Mr. Brady terminated employment with the Company on August 6, 2001.
Severance of $26,060 is included in the All Other Compensation figure and
was paid through September 30, 2001.
(4) Mr. McManus terminated employment with the Company on August 10, 2001.
Severance of $22,738 is included in the All Other Compensation figure and
was paid through September 30, 2001.
(5) Based on ten months of service with the Company during the fiscal year
ended September 30, 1999. Mr. Murray's salary would have totaled $145,000
had he been employed by the Company for the entire fiscal year.
(6) Based on ten months of service with the Company during the fiscal year
ended September 30, 1999. Ms. Sargent's salary would have totaled $150,000
had she been employed by the Company for the entire fiscal year.

Option Grants in Last Fiscal Year

The following table sets forth each grant of stock options during Fiscal
2001 to the Named Executives. No stock appreciation rights ("SARs") have been
granted.

Individual Grants
------------------------------------------
Potential Realizable
% of Total Value at Assumed
Number of Options Annual Rates of
Securities Granted to Exercise Stock Price Appreciation
Underlying Employees Price for Option Term (2)
- - Options in Fiscal Per Expiration ------------------------
Name Granted (1) Year Share Date 5% 10%
- ---- ----------- ---------- -------- ---------- -------- --------

Martin J. Fahey... 80,000 31.28% $2.430 07/30/2011 $122,257 $309,824
Stephen D. Allison 25,000 9.78% $2.430 07/30/2011 $ 38,205 $ 96,820
Thomas F. Brady... -- -- -- -- -- --
Robert J. Lederman 15,000 5.87% $2.430 07/30/2011 $ 22,923 $ 58,092
Timothy J. McManus -- -- -- -- -- --
Edward F. Murray.. 25,000 9.78% $2.430 07/30/2011 $ 38,205 $ 96,820
Elise J. Sargent.. 25,000 9.78% $2.430 07/30/2011 $ 38,205 $ 96,820

- -------------------
(1) All options were granted at fair market value as of the date of grant, vest
over a four-year period and are valid for a term of ten years.

(2) This column shows the hypothetical gains or "option spreads" of the options
granted based on assumed annual compound stock appreciation rates of 5% and
10% respectively, over the full 10-year term of the options. The 5% and 10%
assumed rates of appreciation are mandated by the rules of the Securities
and Exchange Commission and do not represent the Company's estimate or
projection of future Common Stock prices. The gains shown are net of the
option exercise price, but do not include deductions for taxes or other
expenses associated with the exercise of the option or the sale of the
underlying shares. The actual gains, if any, on the exercises of stock
options will depend on the future performance of the Common Stock, the
option holder's continued employment through the option period and the date
on which the options are exercised.

Aggregated Option Exercises In Fiscal 2001 And Fiscal Year-End Option Values

The following table sets forth the shares acquired and the value realized
upon exercise of stock options during Fiscal 2001 by the Named Executives, and
the number and value of unexercised options held by such individuals on
September 30, 2001.

Number of Unexercised Value of Unexercised
Shares Options at In-the-Money Options at
Acquired Fiscal Year End Fiscal Year End (1)
on Value ------------------------- -------------------------
Name Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ---- -------- -------- ------------------------- -------------------------

Martin J. Fahey... -- $ -- 76,113/117,188 $ -- /$41,600
Stephen D. Allison -- $ -- 10,000/53,000 $ -- /$13,000
Thomas F. Brady... -- $ -- 13,459/-- $ -- /$0
Robert J. Lederman -- $ -- 17,716/21,314 $ -- /$7,800
Timothy J. McManus -- $ -- 13,496/-- $ -- /$0
Edward F. Murray.. -- $ -- 14,961/35,814 $ -- /$13,000
Elise J. Sargent.. -- $ -- 5,750/32,250 $ -- /$13,000

- -------------------
(1) Amount equals the difference between the fair market value and exercise
price at September 30, 2001.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee for Fiscal 2001 consisted of Mr. Campanello and
Mr. Lax. Mr. Campanello and Mr. Lax are not employees of the Company. Mr.
Campanello has been a director of the Company since October 1994. Mr. Lax has
been a director of the Company since September 1999. No executive officers of
the Company serve on the Compensation Committee.

Report of the Compensation Committee of the Board of Directors on Executive
Compensation

General

The Compensation Committee advises the Chief Executive Officer and the Board
of Directors on matters of the Company's compensation philosophy and reviews
and recommends the compensation arrangements for all directors and officers.
The Compensation Committee also administers and takes such other action as may
be required in connection with the incentive plans of the Company, including
the 1994 Stock Option Plan, the 1996 Stock Option Plan and the 1996 Employee
Stock Purchase Plan.

Compensation Philosophy

The philosophy underlying the development and administration of the
Company's executive compensation policies is to align the interests of
executive management with the Company's annual and long-term performance goals.
Key elements of this philosophy are:

. Providing the executive with a base salary that is competitive with
executive base salaries for comparable companies in the Company's industry
and geographical area, enabling the Company to attract and retain highly
qualified executive officers.

. Establishing a discretionary incentive compensation program that delivers
cash bonuses commensurate with (i) the Company's performance, as measured
by operating, financial and strategic objectives; and (ii) the executive's
performance, as measured against organizational and management objectives.

. Providing significant equity-based incentives for executives, in the form
of stock options, to strengthen the mutuality of interests between the
executive officers and the Company's stockholders.

The suggested base salary for each executive officer is determined on the
basis of experience, personal performance, the salary levels in effect for
comparable positions within the Company's industry and geographical area, and
internal base salary comparability considerations. The weight given to each of
these factors differs from individual to individual. On an annual basis, the
Compensation Committee reviews any proposed changes to these salaries and,
while not required to, may approve increases to the base salaries.

Discretionary Incentive Compensation

The discretionary incentive compensation program is a vehicle by which
executives can earn additional cash compensation depending upon Company and
individual performance relative to specified annual objectives. The objectives
generally represent specific strategic and qualitative objectives, such as
departmental performance improvements, implementation of specified programs and
the timing and caliber of deliverables, as well as quantitative targets.
Bonuses may be paid to each executive officer depending upon the relative
success of his or her department in achieving its goals for that year and on
the Company's success in achieving its revenue and profitability goals.

Equity-Based Incentives

Equity-based long-term incentives are provided through grants of stock
options under the 1994 Stock Option Plan and the 1996 Stock Option Plan. The
option grants are designed to align the interests of each executive officer
with those of the stockholders and to provide each individual with a
significant incentive to manage the Company from the perspective of an owner
with an equity stake in the Company. Each option grant allows the individual to
acquire shares of the Company's Common Stock at a fixed price per share
(generally, the market price on the grant date) over a specified period of time
(generally ten years). Each option generally vests over a four-year period,
contingent upon the executive officer's continued employment. Accordingly, the
option grant will provide a return to the executive officer only if the
executive officer remains employed by the Company during the vesting period.

The number of shares subject to each option grant is set at a level intended
to create a meaningful opportunity for stock ownership based on the executive
officer's current position with the Company, the base salary associated with
that position, the size of comparable awards made to individuals in similar
positions within the Company's industry, the individual's potential for
increased responsibility and promotion over the option term and the
individual's personal performance in recent periods. The Compensation Committee
also considers the number of unvested options held by the executive officer in
order to maintain an appropriate level of equity incentive for that individual.
However, the Compensation Committee does not adhere to specific formulae as to
the relative option holdings of the Company's executive officers.

Employment Agreements

The Company has entered into an employment agreement with each of the Named
Executives which generally (i) restricts the Named Executive from engaging in
any competitive business (as defined in the agreement) for a period of up to
one year following termination of employment; (ii) requires the Named Executive
to assign to the Company all rights in all works, ideas and inventions made by
the Named Executive during the term of employment which directly relate to the
Company's actual or proposed business; and (iii) requires the Named Executive
to keep confidential, both during the term of employment and thereafter, all
confidential or proprietary information of the Company.

Chief Executive Compensation

Compensation for the Company's Chief Executive Officer is determined with
two primary objectives: (i) to establish a level of base salary competitive
with comparable companies and (ii) to make a significant percentage of the
total compensation package contingent upon the Company's achievement of revenue
and profitability and other corporate objectives.

Mr. Fahey earned a base salary of $216,153 for Fiscal 2001, compared to a
base salary of $189,583 for Fiscal 2000. Although Mr. Fahey was eligible for a
cash bonus of up to 100% of his base salary for Fiscal 2001, he did not receive
a cash bonus for that period. Although Mr. Fahey was eligible for a cash bonus
of up to 100% of his base salary for Fiscal 2000, his cash bonus earned for
that period was $119,000.

Respectfully submitted by:

The Compensation Committee
Russell J. Campanello
Charles R. Lax

Report of the Audit Committee
of the Board of Directors

The Audit Committee serves as the representative of the Board of Directors
for general oversight of the Company's financial accounting and reporting
process, system of internal control, audit process, and process for monitoring
compliance with laws and regulations and the Company's Standards of Business
Conduct. The Company's management has primary responsibility for preparing the
Company's financial statements and the Company's financial reporting process.
The Company's independent accountants, PricewaterhouseCoopers LLP, are
responsible for expressing an opinion on the conformity of the Company's
audited financial statements to generally accepted accounting principles.

In this context, the Audit Committee hereby reports as follows:

1. The Audit Committee has reviewed and discussed the audited financial
statements with the Company's management.

2. The Audit Committee has discussed with the independent accountants the
matters required to be discussed by SAS 61 (Codification of Statements on
Auditing Standards, AU(S) 380).

3. The Audit Committee has received the written disclosures and the letter from
the independent accountants required by Independence Standards Board
Standard No. 1 (Independence Standards Board Standard No.1, Independence
Discussions with Audit Committees) and has discussed with the independent
accountants the independent accountants' independence.

4. Based on the review and discussion referred to in paragraphs (1) through (3)
above, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 2001, for filing with the
Securities and Exchange Commission.

Each of the members of the Audit Committee is independent as defined under
the marketplace rules of The Nasdaq Stock Market, Inc.

The undersigned members of the Audit Committee have submitted this Report to
the Board of Directors.

Russell J. Campanello Charles R. Lax Peter L. Dunn

Performance Graph

The following graph represents a comparison of the cumulative total return
(assuming the reinvestment of dividends) for a $100 investment on July 23, 1996
in the Common Stock of the Company, the Nasdaq Composite Index (a broad market
index) and the Nasdaq Computer and Data Processing Stocks Index (a published
industry index).
[CHART]

HIRE COMPOSITE COMPUTER
7/23/96 100.00 100.00 100.00
9/30/96 178.57 116.95 125.93
9/30/97 59.52 160.68 189.21
9/30/98 34.52 161.46 229.74
9/30/99 102.92 261.77 404.78
9/30/00 33.33 350.10 571.58
9/30/01 5.62 142.87 176.12

- -------------------
(1) The Nasdaq Composite Index is a broad market index which represents over
5,000 Nasdaq companies. The Nasdaq Composite Index is a measure of all
Nasdaq System issues, exclusive of warrants. Each security in this Index is
weighted by its relative market capitalization.
(2) The Nasdaq Computer and Data Processing Stocks Index is comprised of the
publicly traded stocks of over 600 technology companies. The Company
believes that the Nasdaq Computer and Data Processing Stocks is a
representative peer group index because it contains stock of companies
similar in business, size and growth characteristics to the Company.

PRINCIPAL AND MANAGEMENT STOCKHOLDERS

The following table sets forth certain information as of January 14, 2002
with respect to the beneficial ownership of Common Stock of the Company by (i)
all persons known by the Company to be the beneficial owners of more than 5% of
the outstanding Common Stock of the Company, (ii) each director of the Company,
(iii) each of the Named Executives, and (iv) all executive officers and
directors of the Company as a group. Unless otherwise indicated, the beneficial
owner has sole voting power and sole dispositive power with respect to the
Common Stock beneficially owned.

Percentage of
Name and Address Number of Shares Outstanding Shares of
of Beneficial Owner(1) Beneficially Owned(2) Common Stock(2,3)
- ----------------------------------------- --------------------- ---------------------

SOFTBANK Capital Partners LP............. 1,520,362(A) 32.6%
and affiliates
10 Langley Road, Suite 403
Newton Center, MA 02159

Korn/Ferry International................. 680,851 14.6%
1800 Century Park East
Suite 900
Los Angeles, CA 90067

Lars D. Perkins.......................... 190,833(B) 4.1%
J. Paul Costello......................... 176,856(C) 3.8%
Russell J. Campanello.................... 5,281(D) *
Peter L. Dunn............................ 468(E) *
Charles R. Lax........................... 843(F) *
Martin J. Fahey.......................... 91,359(G) 2.0%
Stephen D. Allison....................... 16,366(H) *
Thomas F. Brady.......................... 1,000 *
Robert J. Lederman....................... 18,654(I) *
Timothy J. McManus....................... -- *
Edward F. Murray......................... 21,418(J) *
Elise J. Sargent......................... 6,500(K) *
All executive officers and directors as a
group (14 persons)..................... 532,612(L) 11.4%

- -------------------
(1) Unless otherwise indicated, the address for each beneficial owner is c/o
Webhire, Inc., 91 Hartwell Avenue, Lexington, Massachusetts 02421.

(2) The number of shares deemed outstanding includes any shares subject to
stock options held by the person or entity in question that are currently
exercisable or exercisable within 60 days following January 14, 2002.

(3) The applicable percentage ownership is based on the number of shares of
Common Stock owned and outstanding as of January 14, 2002, together with
the applicable options of such stockholder that are currently exercisable
or exercisable within 60 days following January 14, 2002.

* Represents beneficial ownership of less than 1% of the Common Stock

(A) Includes 1,391,426 shares owned by SOFTBANK Capital Partners LP, 20,186
shares owned by SOFTBANK Capital Advisors Fund, and 108,750 shares owned by
SB Holdings (Europe) Ltd.

(B) Includes 41,100 shares of Common Stock beneficially owned by Mr. Perkins'
wife and 4,218 shares subject to options held by Mr. Perkins.

(D) Includes 4,281 shares subject to options held by Mr. Campanello.

(E) Includes 468 shares subject to options held by Mr. Dunn.

(F) Includes 843 shares subject to options held by Mr. Lax.

(G) Includes 81,988 shares subject to options held by Mr. Fahey.

(H) Includes 12,000 shares subject to options held by Mr. Allison.

(I) Includes 18,654 shares subject to options held by Mr. Lederman.

(J) Includes 17,086 shares subject to options held by Mr. Murray.

(K) Includes 6,500 shares subject to options held by Ms. Sargent.

(L) Includes an aggregate of 150,293 shares subject to options held by
executive officers and directors as a group.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since the Company's inception in 1982, Costello & Company, Inc. ("Costello")
has been permitted to use the Company's software products and documentation
thereto which are part of the Company's standard offering to its customers. To
formalize this arrangement, on January 1, 1993, the Company entered into a
License Agreement with Costello pursuant to which the Company granted Costello
a fully-paid, perpetual license to use the Company's then-current software
products and all replacement products developed and/or marketed by the Company,
with certain limited exceptions, and documentation thereto. Pursuant to the
terms of the License Agreement, Costello does not acquire any rights of
ownership in the software or documentation and said software and documentation
may only be used by Costello and J. Paul Costello, his wife, children and any
business entity at least 51% of which is owned by any of them, to each of whom
Costello may grant rights to use the software. J. Paul Costello, the President
and principal shareholder of Costello and a director of the Company, derives a
personal benefit from such arrangements.

The Company has adopted a policy that transactions between the Company and
its officers, directors and affiliates shall be reviewed on an ongoing basis
and be submitted to the Audit Committee or other comparable body for review
where appropriate.

INDEPENDENT ACCOUNTANTS

Effective as of July 18, 2000, the Company replaced Arthur Andersen LLP (the
"Former Auditor"), the principal accountant previously engaged to audit the
Company's financial statements, with PricewaterhouseCoopers LLP (the "New
Auditor"). During the Company's two fiscal years immediately preceding the
replacement of the Former Auditor with the New Auditor, and the subsequent
period, the principal accountant's report on the Company's financial statements
did not contain an adverse opinion, disclaimer or qualification with respect to
uncertainty, audit scope or accounting principles. During the Company's two
fiscal years immediately preceding the replacement of the Former Auditor with
the New Auditor, and the subsequent period, there were no disagreements with
the Former Auditor on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope of procedures, which
disagreement, if not resolved to the satisfaction of the Former Auditor, would
have caused it to make reference to the subject matter of the disagreement in
connection with its report. During the Company's two fiscal years immediately
preceding the replacement of the Former Auditor with the New Auditor, and the
subsequent period prior to the appointment of the New Auditor, the Company has
not consulted the New Auditor regarding either the application of accounting
principles to a specified transaction or the type of audit opinion that might
be rendered on the Company's financial statements or on any matter that was
either the subject of a disagreement or a reportable event. The change in
accountants was approved by the Audit Committee.

During Fiscal year 2002, the Company was billed aggregate audit fees of
$199,350.

The firm of PricewaterhouseCoopers LLP has been selected by the Board of
Directors to be the Company's independent accountants for Fiscal 2002. The
consolidated financial statements of the Company for Fiscal 2001 have been
audited and reported upon by PricewaterhouseCoopers LLP.

A representative of PricewaterhouseCoopers LLP will be present at the Annual
Meeting and will be given the opportunity to make a statement if he or she so
desires. The representative will be available to respond to appropriate
questions.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors, and persons who own more than 10% of the Company's
outstanding shares of Common Stock, to file reports of ownership and changes in
ownership with the SEC and Nasdaq. Officers, directors and greater than ten
percent stockholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) reports that they file.

Based solely on its review of the copies of the Section 16(a) reports it has
received, or written representations from certain reporting persons that no
Section 16(a) reports were required to be filed for those persons, the Company
believes that during Fiscal 2001 all filing requirements were complied with.

EXPENSES OF SOLICITATION

The Company will pay the entire expense of soliciting proxies for the Annual
Meeting. In addition to solicitations by mail, certain directors, officers and
regular employees of the Company (who will receive no compensation for their
services other than their regular compensation) may solicit proxies by
telephone, telegram or personal interview. Banks, brokerage houses, custodians,
nominees and other fiduciaries have been requested to forward proxy materials
to the beneficial owners of shares of Common Stock held of record by them and
such custodians will be reimbursed for their expenses.

SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS FOLLOWING THE CLOSE OF
THE COMPANY'S FISCAL YEAR 2001

Stockholder proposals intended to be presented at the next annual meeting of
stockholders must be received by the Company no later than October 18, 2002 in
order to be considered for inclusion in the Company's proxy statement and form
of proxy for that meeting. Such a proposal must also comply with the
requirements as to form and substance established by applicable laws and
regulations, including the rules and regulations of the SEC, in order to be
included in the proxy statement.

Any stockholder of record wishing to have a stockholder proposal considered
at the next annual meeting of stockholders, other than a proposal to be
considered for inclusion in the Company's proxy statement described above, must
provide written notice of such proposal and appropriate supporting
documentation, as set forth in the Company's By-laws, to the Company at its
principal executive office not less 120 days prior to the first anniversary of
the date that the Company's Proxy statement was released to stockholders in
connection with the preceding year's annual meeting (the "Anniversary Date");
provided, however, that in the event the annual meeting is scheduled to be held
on a date that has changed by more than 30 days from the Anniversary, a
stockholder's notice shall be timely if delivered to, or mailed to and received
by, the Company at its principal executive office not later than the close of
business on the later of the 75th day prior to the scheduled date of such
annual meeting or the 15th day following the day on which public announcement
of the date of such annual meeting is first made by the Company.Proxies
solicited by the Board of Directors will confer discretionary voting authority
with respect to these proposals, subject to SEC rules and regulations governing
the exercise of such authority.

Any such proposal should be mailed to: Secretary, Webhire, Inc., 91 Hartwell
Avenue, Lexington, Massachusetts 02421.

OTHER MATTERS

The Board of Directors does not know of any matters other than those
described in this Proxy Statement which will be presented for action at the
Annual Meeting. If other matters are duly presented, proxies will be voted in
accordance with the best judgment of the proxy holders.

STOCKHOLDERS MAY OBTAIN, WITHOUT CHARGE, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO,
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR FISCAL YEAR 2001 BY
WRITING TO WEBHIRE, INC., 91 HARTWELL AVENUE, LEXINGTON, MASSACHUSETTS 02421.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

EXHIBIT A

AMENDED AND RESTATED
WEBHIRE, INC.
1996 STOCK OPTION AND GRANT PLAN

1. PURPOSE

This Stock Option and Grant Plan (the "Plan") is intended as a performance
incentive for officers, employees, directors, consultants and other key persons
of Webhire, Inc. (the "Company") or its Subsidiaries (as hereinafter defined)
to enable the persons to whom options are granted (the "Optionees") or to whom
shares of common stock are granted (the "Grantees") to acquire or increase a
proprietary interest in the success of the Company. The Company intends that
this purpose will be effected by the granting of "incentive stock options"
("Incentive Options") as defined in Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), nonqualified stock options ("Nonqualified
Options"), including, without limitation, grants of Nonqualified Options to
members of the Board of Directors of the Company and consultants and other key
persons who provide services to the Company or its Subsidiaries (regardless of
whether they are also employees), and outright grants of common stock under the
Plan. The term "Subsidiaries" includes any corporations in which stock
possessing fifty percent or more of the total combined voting power of all
classes of stock is owned directly or indirectly by the Company.

2. OPTIONS TO BE GRANTED AND ADMINISTRATION

(a) Options granted under the Plan may be either Incentive Options or
Nonqualified Options, and shall be designated as such at the time of
grant. To the extent that any option intended to be an Incentive Option
shall fail to qualify as an "incentive stock option" under the Code,
such option shall be deemed to be a Nonqualified Option.

(b) The Plan shall be administered by a committee (the "Committee") of not
less than two directors of the Company appointed by the Board of
Directors of the Company (the "Board of Directors") each of whom is not
an employee of the Company or any of its Subsidiaries and is a
"disinterested person" within the meaning of Rule 16b-3(c)(2)(i)
promulgated under the Securities Exchange Act of 1934, as amended (the
"Act") through August 14, 1996 and is a "non-employee director" within
the meaning of Rule 16(b)-3(b)(3) of the Act on and after August 15,
1996. On and after the Plan becomes subject to Section 162(m) of the
Code, each member of the Committee also shall be an "outside director"
within the meaning of Section 162(m) of the Code and the regulations
promulgated thereunder. On and after August 15, 1996, the Plan may also
be administered by the Board of Directors, and all references to the
"Committee" herein may also be deemed to refer to the Board of Directors
on and after August 15, 1996.

(i) to determine from time to time the options or stock to be granted to
eligible persons under the Plan, to prescribe the terms and provisions
(which need not be identical) of options or stock granted under the Plan to
such persons and to approve the grant of options or stock, as the case may
be;

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(ii) to construe and interpret the Plan and grants thereunder and to
establish, amend, and revoke rules and regulations for administration of the
Plan. In this connection, the Committee may correct any defect or supply any
omission, or reconcile any inconsistency in the Plan, in any option
agreement, or in any related agreements, in the manner and to the extent it
shall deem necessary or expedient to make the Plan fully effective;

(iii) to accelerate the exercisability or vesting of all or any portion
of any option;

(iv) subject to the provisions of Section 5(a), to extend the period in
which options may be exercised;

(v) generally, to exercise such powers and to perform such acts as are
deemed necessary or expedient to promote the best interests of the Company
with respect to the Plan.

All decisions and determinations by the Committee in the exercise of its
powers shall be final and binding upon the Company, the Optionees and the
Grantees.

3. STOCK

(a) The stock granted under the Plan, or subject to the options granted
under the Plan, shall be shares of the Company's authorized but unissued
common stock, par value $.01 per share (the "Common Stock"). The total
number of shares that may be issued under the Plan shall not exceed an
aggregate 950,000 shares of Common Stock. On and after the date the Plan
is subject to Section 162(m) of the Code, options with respect to no
more than 80,000 shares of Common Stock may be granted to any one
individual during any one calendar year period. Such numbers shall be
subject to adjustment as provided in Section 7 hereof.

(b) Whenever any outstanding option under the Plan expires, is canceled or
is otherwise terminated (other than by exercise), the shares of Common
Stock allocable to the unexercised portion of such option may again be
the subject of options or grants of Common Stock under the Plan.

4. ELIGIBILITY

(a) Incentive Options may be granted only to officers or other employees of
the Company or its Subsidiaries, including members of the Board of
Directors who are also employees of the Company or its Subsidiaries.
Nonqualified Options may be granted to officers or other employees of
the Company or its Subsidiaries, members of the Board of Directors and
consultants and other key persons who provide services to the Company or
its Subsidiaries (regardless of whether they are also employees). Grants
of Common Stock may be made to any officer, director, employee,
consultant or other key person of the Company or its Subsidiaries.

(b) No person shall be eligible to receive any Incentive Option under the
Plan if, at the date of grant, such person beneficially owns stock
representing in excess of 10% of the voting power of all outstanding
capital stock of the Company (a "Ten Percent Stockholder") unless
notwithstanding anything in this Plan to the contrary (i) the purchase
price for the Common Stock subject to such option is at least 110% of
the fair market value of such stock at the time of the grant and (ii)
the option by its terms is not exercisable more than five years from the
date of grant thereof.

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(c) Notwithstanding any other provision of the Plan, to the extent that the
aggregate fair market value of the stock with respect to which Incentive
Options are exercisable for the first time by any individual during any
calendar year (under all plans of the Company and its parent and
Subsidiaries) exceeds $100,000, the options attributable to the excess
over $100,000 shall be treated as Nonqualified Options under the Plan.
Such annual limitation shall be applied by taking Incentive Options into
account in the order in which they were granted.

(d) Each individual who first joins the Board of Directors as a non-employee
Director shall automatically be granted a Nonqualified Option to acquire
1,000 shares of Common Stock on the first day such individual serves as
a non-employee Director. Each non-employee Director who is serving as
Director of the Company on each October 1, beginning with October 1,
1996, shall automatically be granted on such day a Nonqualified Option
to acquire 500 shares of Common Stock. The exercise price per share for
the Common Stock covered by an option granted hereunder shall be equal
to the "fair market value" (determined pursuant to the formula set forth
in Section 5(d) hereof) of the Common Stock on the date the option is
granted, and except as otherwise provided in this Section 4(d), any
options granted hereunder shall be subject to the other provisions of
this Plan.

An option granted under this Section 4(d) shall be exercisable with
respect to one-fourth of the total shares to which the option relates on
each anniversary of the grant date; provided, however, that any option so
granted shall become immediately exercisable in full upon the termination of
service of the non-employee Director because of disability or death. No
option issued under this Section 4(d) shall be exercisable after the
expiration of ten years from the date upon which such option is granted. For
purposes of this Section 4(d), "disability" means an individual's inability
to perform his normal required services for the Company and its Subsidiaries
for a period of six consecutive months by reason of the individual's mental
or physical disability, as determined by the Committee in good faith in its
sole discretion.

The provisions of this Section 4(d) shall apply only to options granted
or to be granted to non-employee Directors, and shall not be deemed to
modify, limit or otherwise apply to any other provision of this Plan or to
any option issued under this Plan to an Optionee who is not an non-employee
Director of the Company. To the extent inconsistent with the provisions of
any other Section of this Plan, the provisions of this Section 4(d) shall
govern the rights and obligations of the Company and non-employee Directors
respecting options granted or to be granted to non-employee Directors.

5. TERMS OF THE OPTION AGREEMENTS

Subject to the terms and conditions of the Plan, each option agreement shall
contain such provisions as the Committee shall from time to time deem
appropriate. Option agreements need not be identical, but each option agreement
by appropriate language shall include the substance of all of the following
provisions:

(a) Expiration; Termination of Employment. Notwithstanding any other
provision of the Plan or of any option agreement, each option shall
expire on the date specified in the option agreement, which date in the
case of any Incentive Option shall not be later than the tenth
anniversary of the date on which the option was granted; provided,
however, that if such Incentive Option is held by a Ten Percent
Stockholder, the expiration date of such Incentive Option shall not be
later than five years from the date of grant thereof. If an Optionee's
employment or service as a director with the Company and its
Subsidiaries terminates for any reason, the Committee may in its
discretion provide, at any time, that any outstanding option granted to
such Optionee under the Plan shall be exercisable, subject to the
expiration date of such option, for such period following termination of
employment as may be

A-3

specified by the Committee, which period for purposes of Incentive
Options shall not exceed three months where such termination is not due
to death or disability (within the meaning of Section 22(e)(3) of the
Code) or one year where such termination is due to death or disability.
If an Optionee's employment or service as a director with the Company
and its Subsidiaries terminates due to the Optionee's willful actions
against the interests of the Company, the option may be terminated upon
written notice to the Optionee; in such a case, the option will cease to
be exercisable immediately upon the Optionee's receipt of such written
notice.

(b) Minimum Shares Exercisable. The minimum number of shares with respect to
which an option may be exercised at any one time shall be fifty (50)
shares, or such lesser number as is subject to exercise under the option
at the time, provided that no fractional shares may be issued.

(c) Exercise. Each option shall be exercisable in such installments (which
need not be equal) and at such times as may be designated by the
Committee. To the extent not exercised, installments shall accumulate
and be exercisable, in whole or in part, at any time after becoming
exercisable, but not later than the date the option expires.

(d) Purchase Price. The purchase price per share of Common Stock subject to
each option shall be determined by the Committee; provided, however,
that the purchase price per share of Common Stock subject to each
Incentive Option shall be not less than the fair market value of the
Common Stock on the date such Incentive Option is granted. For the
purposes of the Plan, the fair market value of the Common Stock shall be
determined in good faith by the Committee; provided, however, that (i)
if the Common Stock is admitted to quotation on the National Association
of Securities Dealers Automated Quotation System ("NASDAQ") Small-Cap
Market on the date the option is granted, the fair market value shall
not be less than the average of the highest bid and lowest asked prices
of the Common Stock on NASDAQ reported for such date or, if no prices
were reported for such date, for the last date preceding such date on
which prices were reported, (ii) if the Common Stock is admitted to
trading on a national securities exchange or the NASDAQ National Market
System on the date the option is granted, the fair market value shall
not be less than the closing price reported for the Common Stock on such
exchange or system for such date or, if no sales were reported for such
date, for the last date preceding such date for which a sale was
reported, and (iii) the fair market value of the Common Stock on the
effective date of the registration statement for the Company's initial
public offering shall be the initial offering price.

(e) Rights of Optionees. No Optionee shall be deemed for any purpose to be
the owner of any shares of Common Stock subject to any option unless and
until (i) the option shall have been exercised pursuant to the terms
thereof, (ii) all requirements under applicable law and regulations
shall have been complied with to the satisfaction of the Company, (iii)
the Company shall have issued and delivered the shares to the Optionee,
and (iv) the Optionee's name shall have been entered as a stockholder of
record on the books of the Company. Thereupon, the Optionee shall have
full voting, dividend and other ownership rights with respect to such
shares of Common Stock.

(f) Transfer. No option granted hereunder shall be transferable by the
Optionee other than by will or by the laws of descent and distribution,
and such option may be exercised during the Optionee's lifetime only by
the Optionee, or his or her guardian or legal representative.
Notwithstanding the foregoing, the Committee may provide in an option
agreement that the optionee may transfer, without consideration for the
transfer, his Nonqualified Options to members of his immediate family,
to trusts for the benefit of such family members and to partnerships in
which such family members are the only partners.

A-4

6. METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE

(a) Any option granted under the Plan may be exercised by the Optionee in
whole or, subject to Section 5(b) hereof, in part by delivering to the
Company on any business day a written notice specifying the number of
shares of Common Stock the Optionee then desires to purchase (the
"Notice"). As a condition precedent to the exercise of any option, the
Optionee shall pay or make arrangements for the payment of all taxes to
be withheld, in accordance with Section 9 of the Plan.

(b) Payment for the shares of Common Stock purchased pursuant to the
exercise of an option shall be made either: (i) in cash, or by certified
or bank check or other payment acceptable to the Company, equal to the
option exercise price for the number of shares specified in the Notice
(the "Total Option Price"); (ii) if authorized by the applicable option
agreement and if permitted by law, by delivery of shares of Common Stock
that the Optionee has beneficially owned for more than six months and
which the Optionee may freely transfer having a fair market value,
determined by reference to the provisions of Section 5(d) hereof, equal
to or less than the Total Option Price, plus cash in an amount equal to
the excess, if any, of the Total Option Price over the fair market value
of such shares of Common Stock; or (iii) by the Optionee delivering the
Notice to the Company together with irrevocable instructions to a broker
to promptly deliver the Total Option Price to the Company in cash or by
other method of payment acceptable to the Company; provided, however,
that the Optionee and the broker shall comply with such procedures and
enter into such agreements of indemnity or other agreements as the
Company shall prescribe as a condition of payment under this clause
(iii).

(c) The delivery of certificates representing shares of Common Stock to be
purchased pursuant to the exercise of an option will be contingent upon
the Company's receipt of the Total Option Price and of any written
representations from the Optionee required by the Committee, and the
fulfillment of any other requirements contained in the option agreement
or applicable provisions of law.

7. ADJUSTMENT UPON CHANGES IN CAPITALIZATION

(a) If the shares of the Company's Common Stock as a whole are increased,
decreased, changed into or exchanged for a different number or kind of
shares or securities of the Company, whether through merger,
consolidation, reorganization, recapitalization, reclassification, stock
dividend, stock split, combination of shares, exchange of shares, change
in corporate structure or the like, an appropriate and proportionate
adjustment shall be made in the number and kind of shares subject to the
Plan, and in the number, kind, and per share exercise price of shares
subject to unexercised options or portions thereof granted prior to any
such change. In the event of any such adjustment in an outstanding
option, the Optionee thereafter shall have the right to purchase the
number of shares under such option at the per share price, as so
adjusted, which the Optionee could purchase at the total purchase price
applicable to the option immediately prior to such adjustment.

(b) Adjustments under this Section 7 shall be determined by the Committee
and such determinations shall be conclusive. The Committee shall have
the discretion and power in any such event to determine and to make
effective provision for acceleration of the time or times at which any
option or portion thereof shall become exercisable. No fractional shares
of Common Stock shall be issued under the Plan on account of any
adjustment specified above.

A-5

8. EFFECT OF CERTAIN TRANSACTIONS

In the case of (i) the dissolution or liquidation of the Company, (ii) a
reorganization, merger, consolidation or other business combination in which
the Company is acquired by another entity (other than a holding company formed
by the Company) or in which the Company is not the surviving entity, or (iii)
the sale of all or substantially all of the assets of the Company to another
entity, the Plan and the options issued hereunder shall terminate upon the
effectiveness of any such transaction or event, unless provision is made in
connection with such transaction for the assumption of options theretofore
granted, or the substitution for such option of new options of the successor
entity or parent thereof, with appropriate adjustment as to the number and kind
of shares and the per share exercise prices, as provided in Section 7. In the
event of such termination, (A) all outstanding options which are then currently
exercisable for shares of Common Stock and (B) such percentage between
twenty-five percent (25%) and one hundred percent (100%) of any outstanding
options that are not then currently exercisable for shares of Common Stock as
shall have been determined by the Committee at the time of grant of the
applicable options shall be exercisable for at least fifteen (15) days prior to
the date of such termination whether or not otherwise exercisable during such
period; provided, however, that in the absence of any express determination by
the Committee as to the percentage of any options that shall be accelerated
under clause (B) above, the percentage shall be twenty-five percent (25%).

9. TAX WITHHOLDING

(a) Each Optionee shall, no later than the exercise date of any option, pay
to the Company, or make arrangements satisfactory to the Committee
regarding payment of any Federal, state, or local taxes of any kind
required by law to be withheld with respect to such income. The Company
and its Subsidiaries shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise
due to the Optionee.

(b) An Optionee may elect to have his tax withholding obligation satisfied,
in whole or in part, by (i) authorizing the Company to withhold from
shares of Common Stock to be issued pursuant to any option number of
shares with an aggregate fair market value (determined by reference to
the provisions of Section 5(d) hereof), that would satisfy the
withholding amount due, or (ii) transferring to the Company shares of
Common Stock owned by the Optionee with an aggregate fair market value
(determined by reference to the provisions of Section 5(d) hereof) that
would satisfy the withholding amount due.

10. CONDITION TO GRANTS OF COMMON STOCK

In addition to the terms and conditions expressly contemplated by the Plan,
the Committee may impose such other terms and conditions on the grant of any
Common Stock under the Plan as it may determine.

11. AMENDMENT OF THE PLAN

The Board of Directors may discontinue the Plan or amend the Plan at any
time, and from time to time. Plan amendments shall be subject to approval by
the Company stockholders if and to the extent determined by the Committee to be
necessary to ensure that Incentive Options granted under the Plan are qualified
under Section 422 of the Code. Except as provided in Sections 7 and 8 hereof,
rights and obligations under any option granted before any amendment of the
Plan shall not be altered or impaired by such amendment, except with the
consent of the Optionee.

A-6

12. NONEXCLUSIVITY OF THE PLAN

Neither the adoption of the Plan by the Board of Directors nor the
submission of the Plan to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board of Directors to
adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock or stock options otherwise than under
the Plan, and such arrangements may be either applicable generally or only in
specific cases. Neither the Plan nor any option granted hereunder shall be
deemed to confer upon any employee any right to continued employment with the
Company or its Subsidiaries.

13. GOVERNMENT AND OTHER REGULATIONS; GOVERNING LAW

(a) The obligation of the Company to sell and deliver shares of Common Stock
with respect to options granted under the Plan shall be subject to all
applicable laws, rules and regulations, including all applicable federal
and state securities laws, and the obtaining of all such approvals by
governmental agencies as may be deemed necessary or appropriate by the
Committee.

(b) The Plan shall be governed by Delaware law, except to the extent that
such law is preempted by federal law.

14. EFFECTIVE DATE OF PLAN RESTATEMENT; STOCKHOLDER APPROVAL

This Plan shall become effective upon the date that it is approved by the
Board of Directors of the Company; provided, however, that the Plan shall be
subject to the approval of the Company's stockholders in accordance with
applicable laws and regulations at an annual or special meeting held within
twelve months of such effective date. No options granted under the Plan prior
to such stockholder approval may be exercised until such approval has been
obtained. No Incentive Options may be granted under the Plan after the tenth
anniversary of the effective date of the Plan.

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DIRECTIONS TO 2002 ANNUAL MEETING OF STOCKHOLDERS OF
WEBHIRE, INC.

From points North:

Rte. 95/128 South to Exit 31B, Rte 4/225 toward Bedford. The first traffic light
is Hartwell Avenue. Right before the light, bear right and follow signs for
Hartwell Avenue. Follow Hartwell Avenue past one traffic light to No. 91, on
your right. Webhire reception is on the second floor to the right, at the top of
the stair, behind the glass doors.

From Logan International Airport:

Follow signs out of the airport to Route 93 (Expressway/Downtown Boston)
through the Sumner Tunnel. Take 93 North to Exit 37 (Route 95/128 South) to Exit
31B, Rte 4/225 toward Bedford. The first traffic light is Hartwell Avenue. Right
before the light, bear right and follow signs for Hartwell Avenue. Follow
Hartwell Avenue past one traffic light to No. 91, on your right. Webhire
reception is on the second floor to the right, at the top of the stair, behind
the glass doors.

DETACH HERE
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

WEBHIRE, INC.
Annual Meeting of Stockholders - March 20, 2002

The undersigned, revoking all prior proxies, hereby appoints Stephen D.
Allison and Martin J. Fahey and each of them (with full power of substitution),
as proxies of the undersigned to attend the Annual Meeting of the Stockholders
of Webhire, Inc. (the "Company") to be held on Wednesday, March 20, 2002 and any
adjourned sessions thereof, and there to vote and act upon (1) as hereinafter
specified upon the proposal listed on the reverse side and as more particularly
described in the Company's Proxy Statement and (2) in their discretion upon such
other matters as may properly come before the meeting.

The undersigned hereby acknowledge receipt of : (1) Notice of Annual
Meeting of Stockholders of the Company, (2) accompanying Proxy Statement, and
(3) Annual Report of the Company for the fiscal year ended September 30, 2001.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO
SIGN AND PROMPTLY MAIL THIS PROXY IN THE RETURN ENVELOPE SO THAT YOUR STOCK MAY
BE REPRESENTED AT THE MEETING.

SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE

Please mark votes as in this example.

[X]

The shares represented by this proxy will be voted as directed by the
undersigned. If no direction is given with respect to the proposals specified
below, this proxy will be voted "FOR" such proposals.

1. To re-elect (01) Lars D. Perkins and (02) J. Paul Costello as Class III
Directors of the Company.

For Withheld

[_] [_]

[_]
--------------------------------------
For all nominees except as noted above

2. To approve the amendment and restatement of the Company's 1996 Stock Option
and Grant Plan to increase the number of shares of the Company's common
stock, par value $.01 per share, issuable therunder from 700,000 to 950,000
shares.

For Against Abstain

[_] [_] [_]

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT

MARK HERE IF YOU PLAN TO ATTEND THE MEETING

Please sign name(s) exactly as appearing hereon. When
signing as attorney, executor, administrator or other
fiduciary, please give your full title as such. Joint
owners should each sign personnally. If a
corporation, sign in full corporate name by
authorized person.

Signature:_____________________________Date:_________ Signature:_____________________________Date:__________