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                                                                     EXHIBIT 4.4

                              HEADHUNTER.NET, INC.
                          333 RESEARCH COURT, SUITE 200
                             NORCROSS, GEORGIA 30092

                                February 27, 2001

American Stock Transfer & Trust Company
40 Wall Street
46th Floor
New York, New York 10005

Attention: Jennifer Donovan

         Re: Amendment No. 1 to Shareholder Protection Rights Agreement

Ladies and Gentlemen:

         Pursuant to Section 5.4 of the Shareholder Protection Rights Agreement
dated as of April 15, 2000 (the "Rights Agreement"), between HeadHunter.NET,
Inc. (the "Company") and American Stock Transfer & Trust Company, as rights
agent, the Company, by resolution adopted by its Directors, hereby amends the
Rights Agreement as follows:

         1. The definition of "Acquiring Person" in Section 1.1 of the Rights
Agreement is hereby amended and restated in its entirety as follows:

         ""Acquiring Person" shall mean any Person who is a Beneficial Owner of
         15% or more of the outstanding shares of Common Stock; provided,
         however, that the term "Acquiring Person" shall not include any Person
         (i) who (x) is the Beneficial Owner of 15% or more of the outstanding
         shares of Common Stock on the date of this Agreement, or (y) shall
         become the Beneficial Owner of 15% or more of the outstanding shares of
         Common Stock solely as a result of an acquisition by the Company of
         shares of Common Stock, or (z) shall become the Beneficial Owner of 15%
         or more of the outstanding shares of Common Stock on or after the date
         of this Agreement pursuant to the Agreement and Plan of Merger, dated
         April 15, 2000, by and among the Company, Resume Acquisition
         Corporation, Omnicom Group Inc. ("OMC"), Bernard Hodes Group Inc.
         ("BHG"), Career Mosaic Inc. and ITC Holding Company, Inc. ("ITC"), or
         pursuant to a transfer of such Common Stock to a direct or indirect
         wholly owned Subsidiary of one or more such Persons, until such time
         hereafter or thereafter as such Person or transferee shall become the
         Beneficial Owner (other than by means of a stock dividend, stock split
         or other similar event) of any additional shares of Common Stock,
         except for additional shares of Common Stock obtained upon the exercise
         of options granted to directors of the Company and except for
         additional shares of

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American Stock Transfer & Trust Company
February 27, 2001
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         Common Stock obtained by OMC or any member of the OMC Group (as defined
         below) pursuant to the Amended and Restated Credit Agreement, dated
         February 27, 2001, between the Company and Omnicom Finance, Inc. (the
         "OFI Credit Agreement"), (ii) who is the Beneficial Owner of 15% or
         more of the outstanding shares of Common Stock but who acquired
         Beneficial Ownership of shares of Common Stock without any plan or
         intention to seek or affect control of the Company, if such Person
         promptly enters into an irrevocable commitment promptly to divest, and
         thereafter promptly divests (without exercising or retaining any power,
         including voting power, with respect to such shares), sufficient shares
         of Common Stock (or securities convertible into, exchangeable into or
         exercisable for Common Stock) so that such Person ceases to be the
         Beneficial Owner of 15% or more of the outstanding shares of Common
         Stock, or (iii) Beneficially Owns shares of Common Stock consisting
         solely of one or more of (A) shares of Common Stock Beneficially Owned
         pursuant to the grant or exercise of an option granted to such Person
         by the Company in connection with an agreement to merge with, or
         acquire, the Company entered into prior to a Flip-In Date, (B) shares
         of Common Stock (or securities convertible into, exchangeable into or
         exercisable for Common Stock), Beneficially Owned by such Person or its
         Affiliates or Associates at the time of grant of such option or (C)
         shares of Common Stock (or securities convertible into, exchangeable
         into or exercisable for Common Stock) acquired by Affiliates or
         Associates of such Person after the time of such grant which, in the
         aggregate, amount to less than 1% of the outstanding shares of Common
         Stock. In addition, the Company, any wholly owned Subsidiary of the
         Company and any employee stock ownership or other employee benefit plan
         of the Company or a wholly owned Subsidiary of the Company shall not be
         an Acquiring Person. Notwithstanding any other provision hereof, in no
         event will ITC or OMC (OMC and ITC, together with their successors or
         assigns (but only such successors or assigns which control, are
         controlled by or are under common control with OMC or ITC, as the case
         may be), an "Authorized Holder"), individually or together with any
         other Person in which Authorized Holder has, directly or indirectly, an
         ownership interest (such other Persons, "Related Companies"), or any
         Affiliate, Associate, director, officer, employee, partner, member or
         other related Person of Authorized Holder or a Related Company
         (collectively, a "Related Person" and, together with Authorized Holder
         and Related Companies, "OMC Group" or "ITC Group", as the case may be),
         be deemed to be an "Acquiring Person" for purposes hereof, nor shall a
         Flip-In Date, a Separation Time, a Stock Acquisition Date or any other
         event hereunder occur as a result of either OMC Group's or ITC Group's
         Beneficial Ownership of Common Stock (any such event, an "OMC
         Triggering Event" or an "ITC Triggering Event",

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American Stock Transfer & Trust Company
February 27, 2001
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         as the case may be) unless and until OMC or ITC shall have received
         written notice from the Company that the Company's Board of Directors
         has determined in good faith that the OMC Group or the ITC Group
         constitutes an Acquiring Person hereunder and, within 30 calendar days
         after receipt of notice of such determination from the Company, the OMC
         Group or the ITC Group, as the case may be, shall not have divested
         itself of Common Stock or taken such other action as the Board of
         Directors of the Company determines in good faith, after consultation
         with counsel, is sufficient, so that either an OMC Trigger Event or an
         ITC Trigger Event is no longer continuing; provided, however, that if
         either the OMC Group or the ITC Group shall become the Beneficial Owner
         of 50% or more of the Common Stock, then an ITC Triggering Event or an
         OMC Triggering Event shall occur in accordance with the terms of this
         Agreement (disregarding the sentence of which this clause is a part)
         and the foregoing provisions regarding notice and opportunity to cure
         shall not apply. For the avoidance of doubt, notwithstanding any other
         provision hereof, the right to acquire Common Stock under the OFI
         Credit Agreement will not be deemed to confer "Beneficial Ownership"
         until that right has actually been exercised."

         2. The Rights Agreement shall not otherwise be supplemented or amended
by virtue of this Amendment No. 1 to the Rights Agreement, but shall remain in
full force and effect.

         3. Capitalized terms used without other definition in this Amendment
No. 1 to the Rights Agreement shall be used as defined in the Rights Agreement.

         4. This Amendment No. 1 to the Rights Agreement shall be deemed to be a
contract made under the internal substantive laws of the State of Georgia and
for all purposes shall be governed by and construed in accordance with laws of
such State applicable to contracts to be made and performed entirely within such
State.

         5. This Amendment No. 1 to the Rights Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

         6. This Amendment No. 1 to the Rights Agreement shall be effective as
of the date hereof, and all references to the Rights Agreement shall, from and
after such time, be deemed to be references to the Rights Agreement as amended
hereby.

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American Stock Transfer & Trust Company
February 27, 2001
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         7. Exhibit A to the Rights Agreement shall be deemed amended in a
manner consistent with this Amendment No. 1 to the Rights Agreement.

                                       Very truly yours,

                                       HEADHUNTER.NET, INC.



                                       By: /s/ Craig Stamm
                                          --------------------------------------
                                          Name: Craig Stamm
                                          Title: CFO

Accepted and agreed to as of the
effective time specified above:

AMERICAN STOCK TRANSFER & TRUST
COMPANY



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