February 6, 2003


Via Facsimile and Hand Delivery
To the Board of Directors of Hoover's, Inc.
c/o Mr. Jeffrey Tarr,
Chairman and Chief Executive Officer
Hoover's, Inc.
5800 Airport Boulevard
Austin, Texas  78752

Dear Mr. Tarr:

         Austin Ventures and Marathon Partners, L.P., through an acquisition
company to be formed, are pleased to offer to acquire up to all of the
outstanding common stock of Hoover's Inc. ("Hoover's") for an all-cash
purchase price of $8.00 per share.

         Founded in 1979, Austin Ventures is a private venture capital firm
with over $2.4 billion in committed capital. We, through Austin Ventures VII
and Austin Ventures VIII and through several of our limited partners, are
highly confident that we would have the resources necessary to consummate the
transaction.

         Marathon Partners, L.P. ("Marathon") is a New York limited
partnership focusing on opportunistic value based investments. Mr. Mario
Cibelli is the managing member of Marathon's general partner. Marathon owns
1,375,000 shares of Hoover's common stock, while Mr. Cibelli may be deemed to
beneficially own 1,479,461 shares of Hoover's common stock (inclusive of
Marathon's shares).

         We are prepared to immediately begin conducting confirmatory due
diligence which we anticipate would be complete on or about Wednesday,
February 12, 2003, provided that Hoover's promptly responds to this offer,
allows us to have discussion with management and grants us access to
reasonably requested information, as it is authorized to do under the D&B
Merger Agreement upon receipt of a superior proposal. To facilitate this, we
are prepared to execute, as required by the D&B Merger Agreement, a
confidentiality agreement that is substantially the same as the existing
confidentiality agreement you have entered into with Dun & Bradstreet.

         We will cooperate with Hoover's and use our reasonable best efforts
to negotiate, draft and execute a definitive acquisition agreement as promptly
as practicable. To expedite this process, we currently anticipate that the
definitive acquisition agreement will have substantially the same terms as the
D&B Merger Agreement. The successful negotiation of the definitive acquisition
agreement and completion of due diligence are prerequisites to the proposal.

         We believe our offer of $8.00 per share clearly provides superior
value compared to Dun & Bradstreet's offer of $7.00 per share and is in the
best interests of Hoover's stockholders and other constituencies, including
management. We are favorably impressed with Hoover's management team and would
expect your current management to remain in place with management's current
investment in Hoover's to continue after the closing.

         Finally, we trust that Hoover's will not take any action that would
interfere with the ability of its stockholders to receive the maximum value
for their shares. We look forward to hearing from you promptly, and if you
have any questions relating to our offer, please do not hesitate to contact
either Mr. Ken DeAngelis of Austin Ventures by telephone at 512.485.1900 or by
e-mail at KDeAngelis@austinventures.com or Mr. Mario Cibelli of Marathon
Partners, L.P. by telephone at 212.490.4400 or by e-mail at
Mario@marathonpartners.com.

                                          Very truly yours,

                                          AUSTIN VENTURES

                                          By:  _______________________________


                                          MARATHON PARTNERS, L.P.

                                          By:  Cibelli Capital Management, LLC
                                               its general partner

                                          By:  _______________________________
                                                 Mario Cibelli, Managing Member


03366.0001 #383485