EXCHANGE AND CONVERSION AGREEMENT


          THIS EXCHANGE AND CONVERSION AGREEMENT is made this 16th day of June,
2000, among TalentPoint, Inc., a Pennsylvania corporation ("the Company"),
Parthenon Investors, L.P., a Delaware limited partnership ("Parthenon"), PCIP
Investors, a Delaware general partnership ("PCIP"), JMH Partners Corp., a
Delaware corporation ("JMH"), Shad Run Investments, L.P., a Delaware limited
partnership ("Shad Run"), TSG Co-Investors, LLC, a Delaware limited liability
company ("TSG" and together with Parthenon, PCIP, JMH and Shad Run, the
"Investors").


                                   RECITALS

          WHEREAS, the Investors collectively own 98,948 shares of Class B
common stock, $0.01 par value per share, of the Company (the "Class B Common
Stock"), with each Investor owning the number of shares of Class B Common Stock
set forth next to its name below:

                                         Number of Shares of
                                         Class B Common Stock
                  Investor                Owned by Investor
                  --------                -----------------

                  Parthenon                     89,150
                    PCIP                         1,549
                     JMH                         3,787
                  Shad Run                       2,837
                     TSG                         1,625
                                                ------
                    Total                       98,948
                                                ======

          WHEREAS, the Company intends to conduct an initial public offering of
the common stock of the Company (the "IPO") on the terms set forth on a
registration statement on Form S-1 (the "Registration Statement") to be filed
with the United States Securities and Exchange Commission (the "SEC");
<PAGE>

          WHEREAS, effective upon the filing of the Registration Statement with
the SEC (the "Filing Date"), the parties have agreed that the Investors will
exchange 19,208 shares of Class B Common Stock  (collectively, the "Pre-IPO
Exchange Shares") for 454,653 shares of Class A common stock, $0.01 par value
per share, of the Company (the "Class A Common Stock"), with the number of Pre-
IPO Exchange Shares being exchanged by each Investor on the Filing Date being
the number set forth next to such Investor's name below:

                                          Number of Pre-IPO
                                        Exchange Shares Being
                       Investor         Exchanged Upon Filing
                       --------         ---------------------
                                                Date
                                                ----

                      Parthenon               17,872
                         PCIP                    211
                         JMH                     518
                       Shad Run                  386
                         TSG                     221
                                              ------
                        Total                 19,208
                                              ======

          WHEREAS, effective upon the closing of the IPO (the "Closing") the
parties agree that the Investors will exchange an additional 19,208 shares of
Class B Common Stock (collectively, the "IPO Exchange Shares" and, together with
the Pre-IPO Exchange Shares, the "Class B Exchange Shares") for shares of Class
A Common Stock at the price per share at which the common stock of the Company
will be initially offered to the public (the "IPO Price"), based on the
redemption value of the IPO Exchange Shares (as more particularly set forth
herein), with the number of IPO Exchange Shares being exchanged by each Investor
upon the Closing being the number set forth next to such Investor's name below:

                                              Number of IPO
                                             Exchange Shares
                                         Exchanged into Class A
                                            Common Stock Upon
                       Investor                  Closing
                       --------                  -------

                       Parthenon                  17,872
                        PCIP                        210
                        JMH                         518

                                      -2-
<PAGE>

                      Shad Run                      387
                        TSG                         221
                                                 ------
                       Total                     19,208
                                                 ======

          WHEREAS, upon the Closing, the parties have agreed that the Investors
will convert 60,532 shares of their Class B Common Stock (the "Class B
Conversion Shares") into 3,026,600 shares of Class A Common Stock, with each
Investor converting that number of shares of Class B Common Stock set forth next
to its name below:

                                      Number of Class B
                                      Conversion Shares
                                    Converted into Class A
                                    Common Stock Upon the
                    Investor               Closing
                    --------               -------

                    Parthenon               53,406
                      PCIP                   1,128
                      JMH                    2,751
                    Shad Run                 2,064
                      TSG                    1,183
                                            ------
                      Total                 60,532
                                            ======

          WHEREAS, the Company and each Investor have agreed to modify, on the
date hereof, the terms of that certain Amended and Restated Investor Put Right
Agreement, dated as of December 23, 1999, by and between the Company and such
Investor (each, an "Investor Put Agreement"), to modify, on the date hereof, the
terms of that certain Call Right Agreement, dated as of December 16, 1999, by
and between the Company and such Investor (each, a "Call Right Agreement") and
to terminate each such agreement upon the Closing.

          NOW THEREFORE, in consideration of the premises and the mutual
covenants contained in this Agreement, the parties to this Agreement, intending
to be legally bound, hereby agree as follows:

                                      -3-
<PAGE>

     1    EXCHANGE OF PRE-IPO EXCHANGE SHARES.

          1.1  Exchange of Pre-IPO Exchange Shares.  Effective upon the Filing
               -----------------------------------
Date, and without the requirement of any further action on the part of the
Company or any Investor, all of the Pre-IPO Exchange Shares held by the
Investors will be exchanged for an aggregate of 454,653 shares of Class A Common
Stock, with each Investor exchanging the number of shares of Pre-IPO Exchange
Shares and receiving the number of shares of Class A Common Stock pursuant to
such exchange as set forth next to such Investor's name below:

                     Shares of Pre-IPO Exchange      Shares of Class A Common
      Investor    Shares Being Currently Exchanged  Stock Issued Upon Exchange
      --------    --------------------------------  --------------------------

     Parthenon               17,872                           401,131
       PCIP                     211                             8,470
       JMH                      518                            20,666
     Shad Run                   386                            15,500
       TSG                      221                             8,886
                             ------                           -------
       Total                 19,208                           454,653
                             ------                           -------

          1.2  Deliveries.  Simultaneously with, or promptly following,  the
               ----------
Filing Date, each Investor shall deliver to the Company and the Company shall
accept from each Investor, the stock certificates representing the Pre-IPO
Exchange Shares exchanged by such Investor pursuant to Section 1.1 hereof, duly
endorsed or accompanied by appropriate stock powers and the Company shall
thereupon deliver to such Investor a stock certificate representing the Class A
Common Stock issued in exchange therefor.  The parties agree that from and after
the Filing Date  until the time that the stock certificates representing the
Pre-IPO Exchange Shares ("Pre-IPO Certificates") are tendered to the Company to
receive new certificates for the Class A Common Stock issued in exchange for the
Pre-IPO Exchange Shares, the Pre-IPO Certificates shall no longer represent
shares of Class B Common Stock (to the extent of the Pre-IPO  Exchange Shares
set forth next to each Investor's name in Section 1.1), but shall instead
represent shares of Class A Common Stock issued in exchange therefor.

          1.3  Modification of Investor Put Agreement and Call Right Agreements.
               ----------------------------------------------------------------
Effective as of the Filing Date, each Investor Put Agreement and each Call Right
Agreement is hereby amended such that the total number of shares of Class B
Common Stock subject to the primary put right in Section 2.1 of each Investor
Put Agreement and subject to the Class B Call Option set forth in Section 2.1 of
each Call Right Agreement is reduced to one-half of the number of shares
previously subject to the primary put right and the Class B Call Option,
respectively, e.g., reduced to a number of shares of Class B Common Stock
corresponding in each case to the number

                                      -4-
<PAGE>

of IPO Exchange Shares currently held by each Investor. In order to evidence the
agreement set forth in this Section 1.3, simultaneously with the execution of
this Agreement, the Company and each Investor shall execute (i) Amendment No. 1
to the Amended and Restated Investor Put Agreement substantially in the form
attached hereto as Exhibit A; and (ii) Amendment No. 1 to the Call Right
                   ---------
Agreement substantially in the form attached hereto as Exhibit B.
                                                       ---------

          1.4  No Conversion.  The Investors agree that they shall not be
               -------------
entitled to convert their IPO Exchange Shares into Class A Common Stock pursuant
to the provisions of the Company's Articles of Incorporation, as amended, and
that the Company shall issue a separate Class B Common Stock certificate to each
Investor representing the IPO Exchange Shares upon the tender of outstanding
Class B Common Stock certificates to the Company.

     2    EXCHANGE OF IPO EXCHANGE SHARES

          2.1  Exchange of IPO Exchange Shares.  Effective upon the Closing, and
               -------------------------------
without the requirement of any further action on the part of the Company or any
Investor, each Investor hereby exchanges each of its IPO Exchange Shares for a
number of shares of Class A Common Stock equal to the quotient of (a) $572.68
plus interest on such amount accrued at a rate of eight percent (8%) per annum
from December 16, 1999 to the date of the Closing, divided by (b) the IPO Price.

          2.2  Deliveries.  Effective upon the Closing, each Investor shall
               ----------
deliver to the Company and the Company shall accept from such Investor, the
stock certificates representing the IPO Exchange Shares exchanged by such
Investor pursuant to Section 2.1 hereof, duly endorsed or accompanied by
appropriate stock powers, and the Company shall thereupon deliver to such
Investor a stock certificate representing the shares of Class A Common Stock
issued in exchange therefor.

          2.3  Termination of Investor Put Agreement and Call Right Agreement.
               --------------------------------------------------------------
Effective upon the Closing and without the requirement of any further action on
the part of the Company or any Investor, the Company and the Investors hereby
agree that the Investor Put Agreements and the Call Right Agreements shall be
terminated and shall be of no further force or effect.

     3    EXCHANGE OF CLASS B CONVERSION SHARES

          3.1  Exchange of Class B Conversion Shares.  Effective upon the
               -------------------------------------
Closing, and without the requirement of any further action on the part of the
Company or any Investor, the Investors hereby convert all of their Class B
Conversion Shares into an aggregate of 3,026,600 shares of Class A Common Stock,
with each Investor converting the number of Class B Conversion Shares and
receiving that number of shares of Class A Common Stock upon such conversion as
is set forth next to such Investor's name below:

                                      -5-
<PAGE>

      Investor    Shares of Class B     Number of Shares of Class A
      --------    Conversion Shares        Common Stock Issued
                  -----------------          Upon Conversion
                                             ---------------

     Parthenon          53,406                 2,670,300
       PCIP              1,128                    56,400
       JMH               2,751                   137,550
     Shad Run            2,064                   103,200
       TSG               1,183                    59,150
                        ------                 ---------
       Total            60,532                 3,026,600
                        ======                 =========

          3.2  Deliveries.  Effective upon the Closing, each Investor shall
               ----------
deliver to theCompany the stock certificates representing the Class B Conversion
Shares converted by such Investor pursuant to Section 3.1, duly endorsed or
accompanied by appropriate stock powers, and the Company shall deliver to such
Investor stock certificates representing the shares of Class A Common Stock
issued to such Investor upon such conversion.

     4    TERMINATION

          4.1  Termination.  Section 2 and Section 3 hereof shall terminate and
               -----------
be wholly without force or effect in the event that the Closing has not occurred
by December 31, 2000.

     5    REPRESENTATIONS AND WARRANTIES OF INVESTORS

          Each Investor, severally and not jointly with other Investors, hereby
represents, warrants, covenants, agrees and acknowledges to the Company the
following to be true and correct in all respects as to itself:

          5.1  Authority.  The Investor has full power and authority to execute
               ---------
and deliver this Agreement and the other instruments to be executed and
delivered by it pursuant hereto and to consummate the transactions contemplated
hereby.  This Agreement has been duly executed and delivered by the Investor and
constitutes the legal, valid and binding obligation of the Investor enforceable
in accordance with its terms, except as enforcement may be limited by
insolvency, bankruptcy, moratorium or other laws affecting creditors' rights
generally and except as enforcement may be limited by principles of equity.  The
execution and delivery by the Investor of this Agreement and the consummation by
the Investor of the transactions contemplated hereby will not violate any law or
any judgment, decree, award or order of any court or other federal, state or
local department,

                                      -6-
<PAGE>

official, commission, authority, board, bureau, agency or other public body,
domestic or foreign ("Governmental Entity") to which the Investor is subject. No
approval, authorization, consent or other order or action of or filing with any
Governmental Entity (other than those filings required by the SEC in connection
with the IPO) or any other individual or entity is required for the execution
and delivery by the Investor of this Agreement or such other agreements and
instruments or the consummation by the Investor of the transactions contemplated
hereby or thereby.

          5.2  Title; Third-Party Options.  There are no contracts, options,
               --------------------------
commitments or rights of any kind, by or through the Investor, with, to or in
any third party to acquire all or any portion of the Class B Exchange Shares or
the Class B Conversion Shares held by the Investor and the Investor has good
title to such shares and owns such shares free and clear of any claim, mortgage,
assignment, conditional sale, lease, easement, consignment, bailment, contingent
interest, pledge, lien, option, charge, security interest, preemptive right,
encumbrance or other restrictions of any kind or nature whatsoever, but not a
restriction imposed by the Securities Act  (as defined in Section 5.13) or any
other securities laws other than restrictions imposed by contracts, including
the Stockholders Agreement dated as of December 16, 1999 among the Company, the
Investors and those persons identified therein as Management Stockholders (the
"Stockholders Agreement"), which, by the terms thereof, will lapse upon the
consummation of the IPO.

          5.3  No View to Distribution or Resale.  The Investor will acquire
               ---------------------------------
Class A Common Stock in exchange for the Class B Exchange Shares and the
Conversion Shares, as the case may be, under this Agreement solely for its own
account without a view to the distribution or resale thereof, and the Investor
does not have any contract, undertaking, agreement or arrangement to sell or
otherwise transfer or dispose of any of  such shares in any manner to any person
except as contemplated by this Agreement.

          5.4  No Transfer Without Registration or Exemption.  The Investor will
               ---------------------------------------------
not, except as contemplated by this Agreement, sell, transfer or otherwise
dispose of any of its Class A Common Stock in any manner, unless at the time of
any such transfer:  (i) a Registration (as defined in Section 5.13) under the
Securities Act  and under the Applicable Laws (as defined in Section 5.13) is in
effect with respect to the Class A Common Stock to be sold, transferred or
disposed of, and the Investor complies with all of the requirements of the
Securities Act and the Applicable Laws with respect to the proposed transaction;
or (ii) the Investor has obtained and has provided to the Company an opinion
from counsel satisfactory to the Company (as to both the counsel rendering such
opinion and the substance of the opinion) that the proposed sale, transfer or
disposition does not require Registration under the Securities Act or the
Applicable Laws.

          5.5  Shares of Class A Common Stock Are Not Registered. The Class A
               -------------------------------------------------
Common Stock issuable by the Company pursuant to this Agreement in exchange for
Class B Exchange Shares and upon conversion of the Class B Conversion Shares has
not been sold to the Investors by the Company pursuant to a Registration under
the Securities Act.  Except as may otherwise be provided in the Registration
Rights Agreement dated as of December 16, 1999 by and among the Company and the
Investors (the "Registration Rights Agreement"), (i) any subsequent Registration
under the

                                      -7-
<PAGE>

Applicable Laws will not authorize sales, transfers or dispositions of any
shares of Class A Common Stock so issued by any Investor, and (ii) neither the
Company nor any other person has any obligation or intention to effect the
Registration of such Class A Common Stock for sale, transfer or disposition by
the Investor under the Securities Act or the Applicable Laws, or to take any
action or provide any information (including, without limitation, the filing of
reports or the publication of information required by Rule 144 under the
Securities Act) which would make available any exemption from the Registration
requirements of the Securities Act or the Applicable Laws. The Investors must
therefore hold their shares of Class A Common Stock indefinitely except as
contemplated by this Agreement, and unless a subsequent Registration or
exemption therefrom is available and is obtained. No federal or state agency has
reviewed the transactions set forth in this Agreement or approved or disapproved
the shares of Class A Common Stock for investment or any other purpose. All
shares of Class A Common Stock have been issued and sold to the Investors in
reliance upon a specific exemption from the Registration requirement of the
Securities Act which depends, in part, upon the accuracy of the representations,
warranties, covenants, acknowledgments and agreements of the Investors set forth
in this Agreement.

          5.6  Securities Legend.  A legend will be placed on the certificates
               -----------------
evidencing all shares of Class A Common Stock issued pursuant to this Agreement
and stop-transfer instructions will be issued to any transfer agent with respect
to such shares of Class A Common Stock, to ensure compliance with the provisions
of this Agreement the Securities Act and the Applicable Laws.

          5.7  Investment Risk. The Investor can bear the economic risk of its
               ---------------
acquisition and ownership of its shares of Class A Common Stock, including the
total loss of  its investment, has no need for liquidity in this investment and,
either individually or with its advisers, has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of the Company and the investment in the Class A Common Stock.

          5.8  Review of Company's Business and Records.  Prior to the execution
               ----------------------------------------
of this Agreement, the Investor and its advisers have been provided with full
and free access and opportunity to inspect, review, examine and inquire about
all books, records and information (financial or otherwise) of the Company its
business and affairs, and the Investor and its advisers have made such
inspection, review, examination and inquiry as they have deemed appropriate; and
the Investor and its advisers have been offered the opportunity to ask such
questions and obtain such additional information concerning the Company and its
business and affairs as each Investor and its advisers have requested so as to
understand the nature of the investment in the Class A Common Stock and to
verify the accuracy of the information obtained as a result of their
investigation.

          5.9  Review of Company's Registration Statement.  The Investor has
               ------------------------------------------
received a draft of the Company's Registration Statement on Form S-1 and all
other documents requested by the Investor have been carefully reviewed by it and
the Investor understands the information contained therein.

                                      -8-
<PAGE>

          5.10  Knowledge and Experience. The Investor or its representatives,
                ------------------------
as the case may be, together with its advisers, have such knowledge and
experience in financial, tax, and business matters, and, in particular,
investments in securities, so as to enable them to utilize the information made
available to them in connection with the Class A Common Stock to evaluate the
merits and risks of an investment in the Class A Common Stock and to make an
informed investment decision with respect thereto.

          5.11  Accredited and Institutional Investor Status.  The Investor is
                --------------------------------------------
at least one of the following: (i) an "accredited investor," as such term is
defined under Regulation D under the Securities Act, or (ii) a "financial
institution or institutional investor" or a "financial institution or
institutional buyer" as such terms are used in the state securities law in the
state of organization of such Investor.

          5.12  No Reliance. The Investor is not relying on the Company or any
                -----------
of its employees or agents with respect to the legal, tax, economic and related
considerations of an investment in the Class A Common Stock, and the Investor
has relied on the advice of, or have consulted with, only his or its own
advisers with respect to such matters.

          5.13  Definitions.  As used herein:  the term "Registration" means
                -----------
registration under the Securities Act and, with respect to the Applicable Laws,
such registration thereunder (or, with respect to any of the Applicable Laws
which do not provide for registration, such compliance therewith which is
similar to registration) which has then resulted in statutory or administration
authorization for the proposed transaction; the term "Securities Act" means the
Securities Act of 1933, as amended, and the rules and regulations thereunder;
and the term "Applicable Laws" means any applicable state securities laws and,
to the extent applicable to offers or sales of securities, the Securities
Exchange Act of 1934, as amended, and the rules and regulations under the
foregoing.


     6    REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          The Company represents and warrants to each Investor the following to
be true and correct in all respects:

          6.1  Organization and Standing.  The Company is a corporation duly
               -------------------------
organized, validly existing and in good standing under the laws of the
Commonwealth of Pennsylvania, with full corporate power and authority to own,
lease and operate its respective properties and assets and to carry on its
respective business and operations.

          6.2  Authority.  The Company has full corporate power and authority to
               ---------
execute and deliver this Agreement and to consummate the transactions
contemplated hereby.  All corporate acts and other proceedings required to be
taken by or on the part of the Company to authorize the Company to execute,
deliver and perform this Agreement have been duly and properly taken.  This
Agreement has been duly executed and delivered by the Company and constitutes
the legal, valid and

                                      -9-
<PAGE>

binding obligation of the Company, enforceable in accordance with its terms
except as enforcement may be limited by insolvency, bankruptcy, moratorium or
other laws affecting creditors' rights generally and except as enforcement may
be limited by principles of equity. The execution and delivery by the Company of
this Agreement and the consummation by the Company of the transactions
contemplated hereby will not violate any law or any judgment, decree, award or
order of any court or other Governmental Entity to which the Company is subject,
nor will it conflict with, or be prohibited, limited or restricted in any way by
the documents executed and delivered by the Company in connection with the
transactions contemplated hereby. No approval, authorization, consent or other
order or action of or filing with any Governmental Entity (other than those
filings required by the SEC in connection with the IPO) or any other individual
or entity is required for the execution and delivery by the Company of this
Agreement or such other agreements and instruments or the consummation by the
Company of the transactions contemplated hereby.

          6.3  No Material Misstatements.  The prospectus included in the draft
               -------------------------
Registration Statement dated as of June __, 2000 does not, and the final
prospectus filed pursuant to Rule 424(b) under the Securities Act in connection
with the IPO will not, contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements contained
therein, in light of the circumstances under which they were given, not
misleading.

     7    MISCELLANEOUS

          7.1  Waiver of Piggyback Registration Rights.  Each Investor hereby
               ---------------------------------------
waives its rights under Section 3 of the Registration Rights Agreement to
require the Company to register in the IPO any securities held by such Investor.
The parties agree that the waiver set forth in this Section 7.1 shall be
effective only with respect to the registration of an Investor's securities in
the IPO and will not affect an Investor's right to exercise its rights under
Section 3 of the Registration Rights Agreement with respect to any other
Registration Statement (as defined in the  Registration Rights Agreement) other
than (a) the Registration Statement (or any pre-effective or post-effective
amendment thereto) filed with respect to the IPO or (b) any Registration
Statement filed pursuant to Rule 462 under the Securities Act in connection with
the IPO.

          7.2  Adjustments.  The class and number of any shares referred to in
               -----------
this Agreement will be adjusted proportionately for any change in the class of
or any increase or decrease in the number of outstanding shares resulting from
stock splits, reverse stock splits, stock dividends, stock combinations,
consolidations, mergers, reclassifications, recapitalizations or other similar
transactions that take place after the date hereof and prior to the Closing.

          7.3  Deposit of Shares.  At the request of the underwriters in the
               -----------------
IPO, the Investors shall deposit the IPO Exchange Shares prior to the Closing
pursuant to a Custody and Power of Attorney Agreement upon customary terms and
in form and substance reasonably satisfactory to the Investors, appointing up to
two representatives of Parthenon Investors, L.P. as custodians and attorneys in
fact to effectuate the deliveries contemplated by Sections 2.2 and 3.2.

                                      -10-
<PAGE>

          7.4  Failure to Deliver Shares.  In addition to Section 1.2 hereof, if
               -------------------------
an Investor (the "Transferring Holder") becomes obligated to deliver to the
Company certificates representing any Class B Exchange Shares or Class B
Conversion Shares (any or all thereof being referred to in this Section 7.4 as
the "Shares") pursuant to any part of this Agreement and fails to deliver such
Shares in accordance with the terms of this Agreement, the Company may, at its
option, in addition to all other remedies it may have, send to the Transferring
Holder the stock certificates for the shares of Class A Common Stock into which
the Class B Exchange Shares or Class B Conversion Shares are exchanged or
converted hereunder and, without written notice to the Transferring Holder,
cancel on the Company's books the stock certificate(s) representing such Class B
Exchange Shares and Class B Conversion Shares.  The Transferring Holder failing
to deliver share certificates in accordance with this Agreement shall reimburse
the Company for any legal or other expenses reasonably incurred by the Company
in connection with the enforcement of obligations under this Agreement or
utilizing the remedies set forth in this Section 7.4.

          7.5  Consents.  The execution of this Agreement by the Company and the
               --------
Investors shall constitute consent of all such parties to the exchange and
conversion by the Investors of the Class B Exchange Shares and the exchange of
the Class B Conversion Shares, to the extent such consent is required under the
terms of the Company Charter or any agreement to which the Company and/or any
such Investor is a party.

          7.6  Assignment and Binding Effect.  This Agreement may not be
               -----------------------------
assigned by any party hereto without the prior written consent of the Company
and those Investors holding a majority in interest of the Class B Common Stock.
Subject to the foregoing, all of the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
successors and assigns of the parties, including upon any transfers of any Class
B Exchange Shares or Class B Conversion Shares.  Each Investor hereby agrees
that it shall not sell or otherwise transfer any Class B Exchange Shares or
Class B Conversion Shares unless the proposed purchaser or other transferee of
such shares (a) acknowledges that such shares are subject to the provisions of
this Agreement and (b) further agrees to comply with the provisions of this
Agreement to the same extent as if such purchaser or other transferee were the
selling or transferring Investor.  Any attempted sale or transfer of Class B
Exchange Shares or Class B Conversion Shares in violation of this Section 7.6
shall be null and void, and the Company shall not in any way give effect to any
such impermissible sale or transfer.

          7.7  Waiver.  Any term or provision of this Agreement may be waived at
               ------
any time by the party entitled to the benefit thereof by a written instrument
executed by such party.

          7.8  Notices.  Any notice, request, demand, waiver, consent, approval
               -------
or other communication which is required or permitted hereunder shall be in
writing and shall be deemed given only if delivered personally (to the attention
of the person identified) to the address of such person maintained on the book
and records of the Company, or sent by telecopy, telegram or by certified mail,
postage prepaid, or to such other address as the addressee may have specified in
a

                                      -11-
<PAGE>

notice duly given to the sender as provided herein. Such notice, request,
demand, waiver, consent, approval or other communication will be deemed to have
been given as of the date so delivered or telegraphed or, if mailed, three
business days after the date so mailed.

          7.9  Governing Law.  This Agreement shall be governed by and
               -------------
interpreted and enforced in accordance with the substantive laws of the
Commonwealth of Pennsylvania.

          7.10 No Benefit to Others.  The representations, warranties, covenants
               --------------------
and agreements contained in this Agreement are for the sole benefit of the
parties hereto and their executors, legal representatives, successors and
assigns, and they shall not be construed as conferring and are not intended to
confer any rights on any other persons.

          7.11 Contents of Agreement.  This Agreement together with any
               ---------------------
documents referred to herein set forth the entire agreement of the parties
hereto and supersede any prior agreement or understanding of the parties with
respect to the transactions contemplated hereby.  This Agreement may not be
amended except by an instrument in writing signed by the parties hereto, and no
claimed amendment, modification, termination or waiver shall be binding unless
in writing and signed by the party against whom or which such claimed amendment,
modification, termination or waiver is sought to be enforced.

          7.12 Cooperation.  The parties hereto shall use their best efforts to
               -----------
take, or cause to be taken, such action, to execute and deliver, or cause to be
executed and delivered, such additional documents and instruments and to do, or
cause to be done, all things necessary, proper or advisable under the provisions
of this Agreement and under applicable law, both before and after the date
hereof, to consummate and make effective the transactions contemplated by this
Agreement.

          7.13 Severability.  Any provision of this Agreement which is invalid
               ------------
or unenforceable in any jurisdiction shall be ineffective to the extent of such
invalidity or unenforceability without invalidating or rendering unenforceable
the remaining provisions hereof, and any such invalidity or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

                                      -12-
<PAGE>

          7.14 Counterparts.  This Agreement may be executed in any number of
               ------------
counterparts, which when taken together, shall constitute but one and the same
instrument.  Any and all counterparts may be executed by facsimile.



                           Execution Page to Follow

                                      -13-
<PAGE>

                                                                   Exhibit 10.13

     IN WITNESS WHEREOF, the parties have executed and delivered this Exchange
and Conversion Agreement on the date first above written.


                                         TALENTPOINT, INC.


                                         By: /s/ Elliot Clark
                                             ---------------------------
                                         Name: Elliot Clark
                                         Title: Chief Operating Officer


                                         PARTHENON INVESTORS, L.P.


                                         By: /s/ John Rutherford
                                             ---------------------------
                                         Name: John Rutherford
                                         Title: Managing Director


                                         PCIP INVESTORS, a Delaware
                                         general partnership


                                         By: /s/ John Rutherford
                                             ---------------------------
                                         Name: John Rutherford
                                         Title: Partner


                                         JMH PARTNERS CORP.


                                         By: /s/ W. Anthony Brook
                                             ---------------------------
                                         Name: W. Anthony Brook
                                         Title: Chairman


                       Executions Continued on Next Page

                                      -14-
<PAGE>

                                    SHAD RUN INVESTMENTS, L.P.

                                    By:  Shad Run Investments, Inc., its
                                         General Partner


                                    By: /s/ Sara M. Hendrickson
                                       ------------------------------
                                    Name:  Sara M. Hendrickson
                                    Title: President


                                    TSG CO-INVESTORS, LLC


                                    By: /s/ G. Kevin Fechtmeyer
                                       ------------------------------
                                    Name:  G. Kevin Fechtmeyer
                                    Title: Vice President


                               End of Executions

                                      -15-

Source: OneCLE Business Contracts.