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                                                                    EXHIBIT 10.4

                                  AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

         THIS AMENDMENT dated as of May 10, 2001 (this "Amendment") to the
Amended and Restated Credit Agreement dated February 27, 2001 (the "Agreement")
is by and between HeadHunter.NET, Inc. (the "Borrower") and Omnicom Finance Inc.
(the "Lender").

                                     RECITAL

         Borrower and Lender are parties to the Agreement and now desire to
amend the Agreement.

         NOW, THEREFORE, the parties hereto agree as follows:

1.       AMENDMENTS TO THE AGREEMENT: (a) Article VII of the Agreement is hereby
amended by deleting such Article in its entirety and substituting therefor the
following:

         "For so long as this Agreement is in effect, Lender, at the request of
         Borrower, in connection with Borrower's incurrence of any Senior
         Indebtedness, will enter into an agreement in form and substance
         reasonably satisfactory to the initial lender or holder of such Senior
         Indebtedness (such Person, the "Senior Lender") whereby Lender's rights
         to the payment of any or all Loan Obligations will be subordinated to
         the rights of the Senior Lender to payment of such Senior Indebtedness
         and any other monies due or to become due under the terms of such
         Senior Indebtedness, provided, however, that (1) no such agreement (a
         "Subordination Agreement") may restrict in any respect Lender's
         conversion rights under Section 2.07 hereof and (2) in the event that
         Borrower is prohibited from paying any amount due hereunder or Lender
         is prohibited from exercising any right under Article VIII hereof
         pursuant to the Subordination Agreement (the period of any such
         prohibition, a "Blockage Period"), then, during such Blockage Period,
         Lender upon notice to Borrower may require that Borrower prepay
         interest under the Loan in Common Stock for any Interest Prepayment
         Period during which such Blockage Period occurs and/or pay all or any
         of the interest by Borrower hereunder that is or becomes due and
         payable during the Blockage Period by issuing to Lender the number of
         fully paid and non-assessable shares of Common Stock (rounded down to
         the nearest 100 shares) equal to the quotient of (i) such amount due
         and payable divided by (ii) the then Applicable Interest Conversion
         Price at the times and otherwise in accordance with Section 2.04."

         (b) The reference to "Section 2.04(b)" in Section 2.03(a) of the
Agreement will be deleted and replaced with "Section 2.04(c)."

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2.       GENERAL PROVISIONS.

         2.1      DEFINED TERMS: Capitalized terms used herein but not defined
have the meanings given to those terms in the Agreement.

         2.2      EFFECTIVENESS: This Amendment shall become effective as of the
date hereof upon Lender's receipt of a counterpart of this Amendment duly
executed and delivered by Borrower.

         2.3      CONTINUING EFFECT; NO OTHER AMENDMENTS: Except as expressly
amended hereby, all of the terms and provisions of the Agreement are and shall
remain in full force and effect. The amendment provided for herein is limited to
the specific sections of the Agreement specified herein and shall not constitute
an amendment or waiver of, or an indication of Lender's willingness to amend or
waive, any other provisions of the Agreement or the same sections for any other
date or time period (whether or not such other provisions or compliance with
such sections for another date or time period are affected by the circumstances
addressed in this Amendment).

         2.4      GOVERNING LAW: THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

                            [Signature page follows]

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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their authorized officers as of the day and year first above
written.



                                       HEADHUNTER.NET, INC.



                                       By: /s/ W. Craig Stamm
                                          --------------------------------------
                                          Chief Financial Officer



                                       OMNICOM FINANCE INC.



                                       By: /s/ Dennis Hewitt
                                          --------------------------------------
                                          Treasurer