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                                                                    EXHIBIT 10.3

                           THIRD AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT

         THIS THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this
"Agreement") is made and entered into as of May 10, 2001, among HEADHUNTER.NET,
INC., a Georgia corporation (the "Company"), BERNARD HODES GROUP INC. ("BHA"), a
Delaware corporation and wholly owned subsidiary of Omnicom Group Inc.
("Omnicom"), OMNICOM FINANCE, INC., a Delaware corporation and wholly owned
subsidiary of Omnicom ("OFI"), ITC HOLDING COMPANY, INC., a Delaware corporation
("ITC") and Yahoo!, Inc. ("Yahoo!") (each of BHA, OFI, ITC and Yahoo! may be
referred to as an "Investor" and collectively as the "Investors"), and Wachovia
Capital Investments, Inc. ("Wachovia").

                                    RECITALS

         WHEREAS, the Company, BHA, OFI, ITC and Yahoo! have previously entered
into a Second Amended and Restated Registration Rights Agreement, dated March 6,
2001 (the "Prior Agreement"), and desire at this time to amend and restate the
Prior Agreement in its entirety as herein provided; and

         WHEREAS, the Company has agreed to issue to Wachovia a Warrant pursuant
to a Loan and Security Agreement, dated as of May 10, 2001, for the purchase of
shares of the Company's Common Stock (the "Wachovia Warrant" and "Loan
Agreement", respectively); and

         WHEREAS, as a condition to Wachovia entering into the Loan Agreement
with the Company, the Company agreed to grant Wachovia certain registration
rights with respect to shares of Common Stock issued upon the exercise of the
Wachovia Warrant on the terms and conditions set forth herein; and

         WHEREAS, the Company, BHA, OFI, ITC and Yahoo! each desire to amend and
restate the Prior Agreement to add Wachovia as a party and make certain other
changes.

         NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the parties hereby agree as follows:

         1.       DEFINITIONS

         As used in this Agreement, the following terms have the respective
meanings set forth below:

         Commission: shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act;

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         Effective Date: shall mean July 19, 2000;

         Exchange Act: shall mean the Securities Exchange Act of 1934, as
amended;

         Holder: shall mean any holder of Registrable Securities, including the
Investors and Wachovia;

         Initiating Holder: shall mean (1) any Investor who holds any then
outstanding Registrable Securities or (2) any Holder or Holders who in the
aggregate are Holders of more than 5% of the then outstanding Registrable
Securities;

         Person: shall mean an individual, partnership, joint stock company,
corporation, trust or unincorporated organization, and a government or agency or
political subdivision thereof;

         register, registered and registration: shall mean a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act (and any post-effective amendments filed or required to be filed)
and the declaration or ordering of effectiveness of such registration statement;

         Registrable Securities: shall mean (A) the shares of Company Common
Stock (1) issued to BHA under the Agreement and Plan of Merger, dated as of
April 15, 2000, by and among the Company and the additional parties thereto (as
amended, the "Acquisition Agreement"), and any transferee thereof, (2) held by
ITC at the Effective Date, (3) issuable to ITC (or a wholly owned subsidiary of
ITC) upon exercise of any option or warrant beneficially owned by ITC (or one of
its wholly owned subsidiaries) to purchase shares of Company Common Stock, (4)
issued to OFI or any of its affiliates (collectively with BHA and its
affiliates, the "Omnicom Group") pursuant to the Amended and Restated Credit
Agreement, dated February 27, 2001, between the Company and OFI (the "Credit
Agreement"), and any transferee thereof, (5) issuable to Yahoo! upon exercise of
the Yahoo! Warrant, and (6) issuable to Wachovia upon exercise of the Wachovia
Warrant, and (B) any securities of the Company issued as a dividend or other
distribution with respect to, or in exchange or conversion for or in replacement
of, the shares of Company Common Stock referred to in clause (A); provided, that
Registrable Securities shall not include (i) securities with respect to which a
registration statement with respect to the sale of such securities has become
effective under the Securities Act and all such securities have been disposed of
in accordance with such registration statement, (ii) such securities as are
actually sold pursuant to Rule 144 (or any successor provision thereto) under
the Securities Act ("Rule 144"), (iii) such securities as are acquired by the
Company or any of its subsidiaries or (iv) the shares of common stock issued to
BHA under the Acquisition Agreement which are registered for resale by BHA under
the BHA Resale Registration Statement (as defined in Section 3(c)) and which are
actually sold under such BHA Resale Registration Statement;


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         Registration Expenses: shall mean all expenses incurred by the Company
in compliance with Sections 3(a), (b), (c) and (d) hereof, including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of counsel for the Company, fees and expenses of one counsel for
all the Holders, blue sky fees and expenses and the expense of any special
audits incident to or required by any such registration (but excluding Selling
Expenses);

         Security, Securities: shall have the meaning set forth in Section 2(1)
of the Securities Act;

         Securities Act: shall mean the Securities Act of 1933, as amended;

         Selling Expenses: shall mean all underwriting discounts and selling
commissions applicable to the sale of Registrable Securities and all fees and
disbursements of counsel for each of the Holders other than fees and expenses of
one counsel for all the Holders;

         Services and Content Agreement: shall mean the Services and Content
Agreement dated March 5, 2001 between the Company and Yahoo!;

         Yahoo! Warrant: shall mean the Warrant issued to Yahoo! by the Company
pursuant to the Yahoo! Warrant Purchase Agreement for the purchase of shares of
the Company's Common Stock; and

         Yahoo! Warrant Purchase Agreement: shall mean the Warrant Purchase
Agreement dated March 5, 2001 between the Company and Yahoo!.

         2.       RESTRICTIONS ON TRANSFER

         (a) Prior to any proposed transfer of any Registrable Securities (other
than under the circumstances described in Section 3 hereof including transfers
pursuant to the BHA Resale Registration Statement), the Holder thereof shall
give written notice to the Company of its intention to effect such transfer.
Each such notice shall describe the manner of the proposed transfer and, if
requested by the Company, shall be accompanied by an opinion of counsel
reasonably satisfactory to the Company to the effect that the proposed transfer
may be effected without registration under the Securities Act, whereupon such
Holder shall be entitled to transfer the Registrable Securities in accordance
with the terms of its notice.

         (b) Notwithstanding anything in this Agreement to the contrary, in
connection with any underwritten public offering of securities by the Company
which closes within one year of the Effective Date, the Holders hereby agree, if
and to the extent agreed to by the Investors and the executive officers of the
Company, not to sell or otherwise dispose of any Company Common Stock for a
period equal to the lesser of (i) 90 days following completion of such public
offering, or (ii) the period agreed to by other shareholders who execute lock-up
agreements in connection with such offering. If


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requested by an underwriter in connection with an underwritten public offering
of securities by the Company pursuant to the immediately preceding sentence,
each Holder will execute and deliver promptly a lock-up agreement which reflects
the agreements of each Holder contained in this Section 2(b) and such other
terms and conditions as are usual and customary for lock-up agreements in
underwritten public offerings.

         (c) Notwithstanding anything in this Agreement to the contrary, nothing
herein will be deemed to confer any rights upon any Person who purchases Company
Common Stock pursuant to the BHA Resale Registration Statement (a "Resale
Transferee"), nor will anything herein be deemed to restrict any subsequent
transfers of such Company Common Stock by such Resale Transferees.

         3.       REGISTRATION RIGHTS

                  (a)      Requested Registration.

                           (i) Request for Registration. If the Company shall
receive from an Initiating Holder, at any time on or after the earlier of: (A)
the first anniversary of the Effective Date and (B) the Company's material
breach of Section 4.12 or any of the provisions in Article 6 of the Services and
Content Agreement, a written request that the Company effect any registration
with respect to (1) all of such Investor's Registrable Securities or (2) at
least such number of Registrable Securities as would yield (based on then
current market prices) an aggregate offering price of at least (x) $5 million if
the Registrable Securities are to be registered on Form S-1 (or any successor
form thereto) or (y) $1 million if the Registrable Securities are to be
registered on Form S-3 (or any successor form thereto), the Company will, unless
all of the Registrable Securities being requested to be registered under (1) or
(2) above are eligible for resale in accordance with Rule 144 within a
three-month period:

                           (A) promptly give written notice of the proposed
registration, qualification or compliance to all other Holders; and

                           (B) as soon as practicable (and in any event, within
45 days of any valid request), use its reasonable best efforts to effect such
registration (including, without limitation, the execution of an undertaking to
file post-effective amendments, appropriate qualification under applicable blue
sky or other state securities laws and appropriate compliance with applicable
regulations issued under the Securities Act) as may be so requested and as would
permit or facilitate the sale and distribution of all or such portion of such
Registrable Securities as are specified in such request, together with all or
such portion of the Registrable Securities of any Holder or Holders joining in
such request as are specified in a written request received by the Company
within ten business days after written notice from the Company is given under
Section 3(a)(i)(A) above; provided that the Company shall not be obligated to
effect, or take any action to effect, any such registration pursuant to this
Section 3(a):


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                           (w) Solely with respect to underwritten registrations
         requested pursuant to this Agreement, if the Company shall have
         previously effected an underwritten registration with respect to
         Registrable Securities pursuant to Section 3(b) hereof, the Company
         shall not be required to effect any underwritten registration pursuant
         to this Section 3(a) until a period of 180 days shall have elapsed from
         the effective date of the most recent such previous registration;
         provided that if, in the most recent such previous registration,
         participation pursuant to Section 3(b) hereof shall not have been to
         the extent requested pursuant to Section 3(b) hereof, then the Company
         shall not be required to effect any underwritten registration pursuant
         to this Section 3(a) until a period of 90 days shall have elapsed from
         the effective date of the most recent such previous registration;

                           (x) If, upon receipt of a registration request
pursuant to this Section 3(a), the Company is advised in writing (with a copy to
each Initiating Holder) by a recognized national independent investment banking
firm selected by the Company that, in such firm's opinion, a registration at the
time and on the terms requested would adversely affect any then pending public
offering of securities of the Company by the Company (other than in connection
with benefit and similar plans) (collectively, a "Company Offering") with
respect to which the Company has filed a registration statement prior to the
receipt of a registration request pursuant to this Section 3(a), the Company
shall not be required to effect a registration pursuant to this Section 3(a)
until the earlier of (i) 30 days after the completion of such Company Offering,
(ii) promptly after any abandonment of such Company Offering or (iii) 60 days
after the date of receipt of a registration request pursuant to this Section
3(a); provided, however, that the periods during which the Company shall not be
required to effect a registration pursuant to this Section 3(a) together with
any periods of suspension under Section 3(h) hereof may not exceed 90 days in
the aggregate during any period of 12 consecutive months;

                           (y) In any particular jurisdiction in which the
Company would be required to execute a general consent to service of process in
effecting such registration, qualification or compliance, unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Securities Act or applicable rules or regulations thereunder;

                           (z) Subject to Section 3(c), after the Company has
effected five (5) such registrations pursuant to this Section 3(a) for each
Investor and two (2) such registrations for Holders other than the Investors and
such registrations have been declared or ordered effective and the sales of such
Registrable Securities shall have closed; provided, that Holders shall not have
the right to request an underwritten registration pursuant to this Section 3(a)
more than one time in any six-month period.


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         The registration statement filed pursuant to the request of the
Initiating Holders may, subject to the provisions of Section 3(a)(ii) below,
include other Securities of the Company which are held by Persons who, by virtue
of agreements with the Company, are entitled to include their Securities in any
such registration ("Other Stockholders"); provided, however, that the
registration rights granted in the future to other shareholders will in all
events be subordinate to the rights hereunder and the Company will not grant any
such rights unless proper provision has been made in respect thereof.

                  (ii) Underwriting. If the Initiating Holders intend to
distribute the Registrable Securities covered by their request by means of an
underwriting, they shall so advise the Company as a part of their request made
pursuant to Section 3(a) and the Company shall include such information in the
written notice referred to in Section 3(a)(i)(A). If Other Stockholders request
inclusion in any such registration, the Holders shall offer to include the
securities of such Other Stockholders in the underwriting and may condition such
offer on their acceptance of the further applicable provisions of this Section
3. The Holders whose shares are to be included in such registration and the
Company shall (together with all Other Stockholders proposing to distribute
their securities through such underwriting) enter into underwriting and related
agreements in customary form with the representative of the underwriter or
underwriters selected for such underwriting by the Initiating Holders and
reasonably acceptable to the Company. Such underwriting agreement will contain
such representations and warranties by the Company and such other terms and
provisions as are customarily contained in underwriting agreements with respect
to secondary distributions, including, without limitation, indemnities and
contribution to the effect and to the extent provided in Section 3(f) hereof and
the provision of opinions of counsel and accountants' letters to the effect and
to the extent provided in Section 3(e) hereof, and the representations and
warranties by, and the other agreements on the part of, the Company to and for
the benefit of such underwriters shall also be made to and for the benefit of
the Holders. The Company shall cooperate fully with the Holders and the
underwriters in connection with any underwritten offering. Notwithstanding any
other provision of this Section 3(a), if the representative advises the Holders
in writing that marketing factors require a limitation on the number of shares
to be underwritten, the securities of the Company held by Other Stockholders
shall be excluded from such registration to the extent so required by such
limitation. If, after the exclusion of such shares, still further reductions are
still required, the number of shares included in the registration by each Holder
shall be reduced on a pro rata basis (based on the number of shares of
Registrable Securities held by such Holder), by such minimum number of shares as
is necessary to comply with such request; provided, that there shall be no
reduction in the number of shares of Registrable Securities included in the
registration by any Holder until all shares of Other Stockholders have been
excluded from such registration; provided further, however, that in the event
that the number of shares included in the registration by the Holder is reduced
by greater than one-third of the number of shares requested to be included by
such Holder, then such registration shall not count against such Investor as a
requested registration pursuant to Section 3(a)(i)(B)(z). No Registrable
Securities or any other securities excluded from the underwriting by reason of
the underwriter's marketing limitation shall be included in such registration.
If any Other Stockholder who


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has requested inclusion in such registration as provided above disapproves of
the terms of the underwriting, such person may elect to withdraw therefrom by
written notice to the Company, the underwriter and the Initiating Holder. The
securities so withdrawn shall also be withdrawn from registration. If the
underwriter has not limited the number of Registrable Securities or other
securities to be underwritten, the Company and officers and directors of the
Company may include its or their securities for its or their own account in such
registration if the representative so agrees and if the number of Registrable
Securities and other securities which would otherwise have been included in such
registration and underwriting will not thereby be limited.

                  (b)      Company Registration.

                           (i) If the Company shall determine to register any of
its equity securities either for its own account or for the account of Other
Stockholders, other than a registration relating solely to benefit plans, or a
registration relating solely to a Commission Rule 145 transaction, or a
registration on any registration form which does not permit secondary sales or
does not include substantially the same information as would be required to be
included in a registration statement covering the sale of Registrable
Securities, the Company will:

                                    (A) promptly give to each of the Holders a
written notice thereof; and

                                    (B) include in such registration (and any
related qualification under blue sky laws or other compliance), and in any
underwriting involved therein, all the Registrable Securities specified in a
written request or requests, made by any Holder within ten (10) business days
after the giving of the written notice from the Company described in clause (i)
above, except as set forth in Section 3(b)(ii) below. Such written request shall
specify the amount of Registrable Securities intended to be disposed of by a
Holder and may specify all or a part of the Holders' Registrable Securities.

Notwithstanding the foregoing, if, at any time after giving such written notice
of its intention to effect such registration and prior to the effective date of
the registration statement filed in connection with such registration, the
Company shall determine for any reason not to register such equity securities
the Company may, at its election, give written notice of such determination to
the Holders and thereupon the Company shall be relieved of its obligation to
register such Registrable Securities in connection with the registration of such
equity securities (but not from its obligation to pay Registration Expenses to
the extent incurred in connection therewith as provided herein), without
prejudice, however, to the rights (if any) of Holders immediately to request
that such registration be effected as a registration under Section 3(a) hereof.

                           (ii) Underwriting. If the registration of which the
Company gives notice is for a registered public offering involving an
underwriting, the Company shall so advise each of the Holders as a part of the
written notice given pursuant to Section 3(b)(i)(A).


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In such event, the right of each of the Holders to registration pursuant to this
Section 3(b) shall be conditioned upon such Holders' participation in such
underwriting and the inclusion of such Holders' Registrable Securities in the
underwriting to the extent provided herein. The Holders whose shares are to be
included in such registration shall (together with the Company and the Other
Stockholders distributing their securities through such underwriting) enter into
an underwriting agreement in customary form with the representative of the
underwriter or underwriters selected for the underwriting by the Company or such
Other Stockholders, as the case may be. Such underwriting agreement will contain
such representations and warranties by the Company and such other terms and
provisions as are customarily contained in underwriting agreements with respect
to secondary distributions, including, without limitation, indemnities and
contribution to the effect and to the extent provided in Section 3(f) hereof and
the provision of opinions of counsel and accountants' letters to the effect and
to the extent provided in Section 3(d), and the representations and warranties
by, and the other agreements on the part of, the Company to and for the benefit
of such underwriters shall also be made to and for the benefit of the Holders
whose shares are to be included in such registration. Notwithstanding any other
provision of this Section 3(b), if the representative determines that marketing
factors require a limitation on the number of shares to be underwritten, the
Company shall so advise all Holders of securities requesting registration, and
the number of shares of securities that are entitled to be included in the
registration and underwriting shall be allocated in the following manner: The
securities of the Company held by officers, directors and Other Stockholders
(other than Other Stockholders exercising the contractual right initiating such
registration ("Other Demanding Holders") or to cause their securities to be
included in such registration ("Other Rights Holders")) shall be excluded from
such registration and underwriting to the extent required by such limitation,
and, if a limitation on the number of shares is still required, the number of
shares that may be included in the registration and underwriting by each of the
Holders and such Other Demanding Holders shall be reduced, on a pro rata basis
(based on the number of shares held by such holder), by such minimum number of
shares as is necessary to comply with such limitation. If any of the Holders or
any officer, director or Other Stockholder disapproves of the terms of any such
underwriting, he may elect to withdraw therefrom by written notice to the
Company and the underwriter. Any Registrable Securities or other securities
excluded or withdrawn from such underwriting shall be withdrawn from such
registration.

                  (c)      BHA Resale Registration Statement. Notwithstanding
any other provision hereof, the Company will use its commercially reasonable
best efforts to (i) cause to be effective as promptly as practicable and
thereafter maintain the effectiveness of its Post-Effective Amendment No. 1 on
Form S-3 to Form S-4, dated February 28, 2001 (as amended, and as continued
pursuant to the immediately following sentence, the "BHA Resale Registration
Statement") under the Securities Act until January 19, 2002 (subject to
continuation pursuant to this Section 3(c)), (ii) file such amendments to the
BHA Resale Registration Statement as are necessary to, as promptly as
practicable following BHA's written request, register for resale such BHA
Registrable Securities (the "BHA Securities") for any other member of the
Omnicom Group to which BHA transfers such BHA Securities, provided such member
of the


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Omnicom Group cannot dispose of all of such BHA Securities under Rule 144 in the
succeeding three-month period, and (iii) to file such amendments to the BHA
Resale Registration Statement or, at the Company's option, to file a new
registration statement (the "OFI Registration Statement") and such amendments
thereto to register for resale any shares of Company Common Stock issued to OFI
pursuant to the Credit Agreement and thereafter to maintain the effectiveness of
such OFI Registration Statement under the Securities Act until such time as OFI
can dispose of all of such shares under Rule 144 in a three month period.
Without limiting the foregoing, BHA may, at any time within 30 days prior to the
expiration of the BHA Resale Registration Statement (as may be continued
pursuant to this Section 3(c)), make a written request (a "BHA Resale
Continuation Request") that the Company continue the effectiveness of the BHA
Resale Registration Statement. In such event, the Company will use its
reasonable best efforts to continue such BHA Resale Registration Statement so as
not to permit any interruption in the effectiveness of such registration. Each
BHA Resale Continuation Request that has been effected in accordance with this
Section 3(c) will be considered a requested registration for BHA for the
purposes of Section 3(a), and the parties acknowledge that BHA has used one such
requested registration as of the date hereof.

                  (d)      Expenses of Registration. All Registration Expenses
incurred in connection with any registration, qualification or compliance
pursuant to this Section 3 shall be borne by the Company, and all Selling
Expenses shall be borne by the Holders of the securities so registered pro rata
on the basis of the number of their shares so registered; provided, however,
that if, as a result of the withdrawal of a request for registration by any of
the Holders (except if such withdrawal is at the request of the Company), the
registration statement does not become effective, the Holders and Other
Stockholders requesting registration may elect to bear the Registration Expenses
(pro rata on the basis of the number of their shares so included in the
registration request, or on such other basis as such Holders and Other
Stockholders may agree), in which case such registration shall not be counted as
a registration pursuant to Section 3(a)(i)(B)(z).

                  (e)      Registration Procedures. In the case of each
registration effected by the Company pursuant to this Section 3 (including a
registration pursuant to a BHA Resale Continuation Request), the Company will
keep the Holders, as applicable, advised in writing as to the initiation of each
registration and as to the completion thereof. At its expense, the Company will:

                  (i)      except as set forth in Section 3(c), keep such
         registration effective for a period of one hundred eighty (180) days or
         until the Holders have completed the distribution described in the
         registration statement relating thereto, whichever first occurs;

                  (ii)     furnish to each Holder, and to any underwriter before
         filing with the Commission, copies of any registration statement
         (including all exhibits) and any prospectus forming a part thereof and
         any amendments and supplements thereto (including all documents
         incorporated or deemed incorporated by reference therein prior to the
         effectiveness of such registration statement and including each


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         preliminary prospectus, any summary prospectus or any term sheet (as
         such term is used in Rule 434 under the Securities Act)) and any other
         prospectus filed under Rule 424 under the Securities Act, which
         documents, other than documents incorporated or deemed incorporated by
         reference, will be subject to the review of the Holders and any such
         underwriter for a period of at least five business days, and the
         Company shall not file any such registration statement or such
         prospectus or any amendment or supplement to such registration
         statement or prospectus to which any Holder or any such underwriter
         shall reasonably object within five business days after the receipt
         thereof; a Holder or such underwriters, if any, shall be deemed to have
         reasonably objected to such filing only if the registration statement,
         amendment, prospectus or supplement, as applicable, as proposed to be
         filed, contains a material misstatement or omission;

                  (iii)    furnish to each Holder and to any underwriter, such
         number of conformed copies of the applicable registration statement and
         of each amendment and supplement thereto (in each case including all
         exhibits) and such number of copies of the prospectus forming a part of
         such registration statement (including each preliminary prospectus, any
         summary prospectus or any term sheet (as such term is used in Rule 434
         under the Securities Act)) and any other prospectus filed under Rule
         424 under the Securities Act, in conformity with the requirements of
         the Securities Act, and such other documents, including without
         limitation documents incorporated or deemed to be incorporated by
         reference prior to the effectiveness of such registration, as each of
         the Holders or any such underwriter from time to time may reasonably
         request;

                  (iv)     to the extent practicable, promptly prior to the
         filing of any document that is to be incorporated by reference into any
         registration statement or prospectus forming a part thereof subsequent
         to the effectiveness thereof, and in any event no later than the date
         such document is filed with the Commission, provide copies of such
         document to the Holders, if requested, and to any underwriter, and make
         representatives of the Company available for discussion of such
         document and other customary due diligence matters, and include in such
         document prior to the filing thereof such information as any Holder or
         any such underwriter reasonably may request;

                  (v)      make available at reasonable times for inspection by
         the Holders, any underwriter participating in any disposition pursuant
         to such registration and any attorney or accountant retained by the
         Holders or any such underwriter, all financial and other records,
         pertinent corporate documents and properties of the Company and cause
         the officers, directors and employees of the Company to supply all
         information reasonably requested by the Holders and any such
         underwriters, attorneys or accountants in connection with such
         registration subsequent to the filing of the applicable registration
         statement and prior to the effectiveness of the applicable registration
         statement;


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                  (vi)     use its reasonable best efforts (x) to register or
         qualify all Registrable Securities and other securities covered by such
         registration under such other securities or blue sky laws of such
         States of the United States of America where an exemption is not
         available and as the sellers of Registrable Securities covered by such
         registration shall reasonably request, (y) to keep such registration or
         qualification in effect for so long as the applicable registration
         statement remains in effect, and (z) to take any other action which may
         be reasonably necessary or advisable to enable such sellers to
         consummate the disposition in such jurisdictions of the securities to
         be sold by such sellers, except that the Company shall not for any such
         purpose be required to qualify generally to do business as a foreign
         corporation in any jurisdiction where it is not so qualified, or to
         subject itself to taxation in any such jurisdiction, or to execute a
         general consent to service of process in effecting such registration,
         qualification or compliance, unless the Company is already subject to
         service in such jurisdiction and except as may be required by the
         Securities Act or applicable rules or regulations thereunder;

                  (vii)    use its reasonable best efforts to cause all
         Registrable Securities covered by such registration statement to be
         registered with or approved by such other federal or state governmental
         agencies or authorities as may be necessary in the opinion of counsel
         to the Company and counsel to the Holders of Registrable Securities to
         enable the Holders thereof to consummate the disposition of such
         Registrable Securities;

                  (viii)   subject to Section 3(h) hereof, promptly notify each
         Holder of Registrable Securities covered by a registration statement
         (A) upon discovery that, or upon the happening of any event as a result
         of which, the prospectus forming a part of such registration statement,
         as then in effect, includes an untrue statement of a material fact or
         omits to state any material fact required to be stated therein or
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading, (B) of the
         issuance by the Commission of any stop order suspending the
         effectiveness of such registration statement or the initiation of
         proceedings for that purpose, (C) of any request by the Commission for
         (1) amendments to such registration statement or any document
         incorporated or deemed to be incorporated by reference in any such
         registration statement, (2) supplements to the prospectus forming a
         part of such registration statement or (3) additional information, or
         (D) of the receipt by the Company of any notification with respect to
         the suspension of the qualification or exemption from qualification of
         any of the Registrable Securities for sale in any jurisdiction or the
         initiation of any proceeding for such purpose, and at the request of
         any such Holder promptly prepare and furnish to it a reasonable number
         of copies of a supplement to or an amendment of such prospectus as may
         be necessary so that, as thereafter delivered to the purchasers of such
         securities, such prospectus shall not include an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein, in the light of
         the circumstances under which they were made, not misleading;


                                       11

<PAGE>   12

                  (ix)     use its reasonable best efforts to obtain the
         withdrawal of any order suspending the effectiveness of any such
         registration, or the lifting of any suspension of the qualification (or
         exemption from qualification) of any of the Registrable Securities for
         sale in any jurisdiction;

                  (x)      if requested by any Initiating Holder or any
         underwriter, promptly incorporate in such registration statement or
         prospectus, pursuant to a supplement or post effective amendment if
         necessary, such information as the Initiating Holder and any
         underwriter may reasonably request to have included therein, including,
         without limitation, information relating to the "plan of distribution"
         of the Registrable Securities, information with respect to the
         principal amount or number of shares of Registrable Securities being
         sold to such underwriter, the purchase price being paid therefor and
         any other terms of the offering of the Registrable Securities to be
         sold in such offering and make all required filings of any such
         prospectus supplement or post-effective amendment as soon as
         practicable after the Company is notified of the matters to be
         incorporated in such prospectus supplement or post effective amendment;

                  (xi)     furnish to the Holders, addressed to them, an opinion
         of counsel for the Company, dated the date of the closing under the
         underwriting agreement, if any, or the date of effectiveness of the
         registration statement if such registration is not an underwritten
         offering, and use its reasonable best efforts to furnish to the
         Holders, addressed to them, a "cold comfort" letter signed by the
         independent certified public accountants who have certified the
         Company's financial statements included in such registration, covering
         substantially the same matters with respect to such registration (and
         the prospectus included therein) and, in the case of such accountants'
         letter, with respect to events subsequent to the date of such financial
         statements, as are customarily covered in opinions of issuer's counsel
         and in accountants' letters delivered to underwriters in underwritten
         public offerings of securities and such other matters as the Holders
         may reasonably request;

                  (xii)    otherwise use its reasonable best efforts to comply
         with all applicable rules and regulations of the Commission, and make
         available to its security holders, as soon as reasonably practicable,
         an earnings statement covering the period of at least 12 months, but
         not more than 18 months, beginning with the first full calendar month
         after the effective date of such registration statement, which earnings
         statement shall satisfy the provisions of Section 11(a) of the
         Securities Act and Rule 158 promulgated thereunder;

                  (xiii)   provide promptly to the Holders upon request any
         document filed by the Company with the Commission pursuant to the
         requirements of Section 13 and Section 15 of the Exchange Act;

                  (xiv)    use its reasonable best efforts to cause all
         Registrable Securities included in any registration pursuant hereto to
         be listed on each securities exchange on which securities of the same
         class are then listed,


                                       12

<PAGE>   13

         or, if not then listed on any securities exchange, to be eligible for
         trading in any over-the-counter market or trading system in which
         securities of the same class are then traded;

                  (xv)     cause senior management reasonably to participate in
         "roadshow" presentations and other customary marketing efforts;

                  (xvi)    provide a transfer agent and registrar for all
         Registrable Securities registered pursuant hereunder not later than the
         effective date of such registration;

                  (xvii)   use best efforts to cause the transfer agent to
         remove restrictive legends on certificates representing the Registrable
         Securities covered by a registration statement hereunder, as the
         Company determines to be appropriate upon advice of counsel;

                  (xviii)  in the event of any underwritten public offering
         hereunder, enter into and perform its obligations under an underwriting
         agreement, in usual and customary form, with the managing underwriter
         of such offering;

                  (xix)    notify the Holders promptly in writing when an
         applicable registration statement and prospectus, or prospectus
         supplement or post-effective amendment related thereto has been filed,
         and, with respect to the registration statement or any post-effective
         amendment thereto, when the same has become effective; and

                  (xx)     use its best efforts to provide a CUSIP number for
         the Registrable Securities not later than the effective date of an
         applicable registration.

                  (f)      Indemnification.

                           (i) The Company will indemnify each of the Holders,
as applicable, each of its affiliates and its and any such affiliates'
respective officers, directors, members, partners and other representatives, and
each person controlling each of the Holders, with respect to each registration
which has been effected pursuant to this Section 3, and each underwriter, if
any, and each person who controls any underwriter, against all claims, losses,
damages and liabilities (or actions in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any prospectus, offering circular or other document (including any
related registration statement, notification or the like) incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation (or
alleged violation) by the Company of the Securities Act, the Exchange Act or any
state securities law or any rule or regulation thereunder applicable to the
Company and relating to action or inaction required of the Company in connection
with any such registration, qualification or compliance, and will reimburse each
such person, each such underwriter and each person who controls any such
underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating and defending any such claim, loss,


                                       13

<PAGE>   14

damage, liability or action, provided that the Company will not be liable in any
such case if and to the extent that it is finally judicially determined that any
such claim, loss, damage, liability or expense primarily arises out of or is
based primarily on any untrue statement or omission based upon written
information furnished to the Company by the Holders or underwriter and stated to
be specifically for use therein. The indemnity agreement contained in this
paragraph shall not apply to the extent that any claims, losses, damages or
liabilities (or actions in respect thereof) result from the fact that a current
copy of the prospectus was not sent or given to a proposed transferee asserting
any such claim, loss, damage, liability or action, at or prior to the written
confirmation of the sale of the Registrable Securities concerned to such person
if it is determined that the Company provided such prospectus to such Holder in
a timely manner prior to such sale and it was the responsibility of the Holder
under the Securities Act to provide the prospective transferee with a current
copy of the prospectus and such prospectus would have cured the defect giving
rise to such claim, loss, damage, liability or action.

                           (ii) Each of the Holders will, if Registrable
Securities held by it are included in the securities as to which such
registration, qualification or compliance is being effected, indemnify the
Company, each of its directors and officers and each underwriter, if any, of the
Company's securities covered by such a registration statement, each person who
controls the Company or such underwriter, each Other Stockholder and each of
their officers, directors, members and partners, and each person controlling
such Other Stockholder against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular or other document made by such Holder,
or any omission (or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements by such Holder therein
not misleading, and will reimburse the Company and such Other Stockholders,
directors, officers, partners, members, persons, underwriters or control persons
for any legal or any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action, in
each case if and to the extent, but only to the extent, that it is finally
judicially determined that such untrue statement (or alleged untrue statement)
or omission (or alleged omission) is made in such registration statement,
prospectus, offering circular or other document primarily in reliance upon and
in conformity with written information furnished to the Company by such Holder
and stated to be specifically for use therein ("Holder Information"); provided,
however, that the obligations of each of the Holders hereunder and under clause
(iv) below shall be limited to an amount equal to the net proceeds to such
Holder of securities sold as contemplated herein and no Holder will have any
liability hereunder except as to Holder Information about itself.

                           (iii) Each party entitled to indemnification under
this Section 3(f) (the "Indemnified Party") shall give notice to the party
required to provide indemnification (the "Indemnifying Party") promptly after
such Indemnified Party has actual knowledge of any claim as to which indemnity
may be sought, and shall permit the Indemnifying Party to assume the defense of
any such claim or any litigation resulting therefrom;


                                       14

<PAGE>   15

provided that counsel for the Indemnifying Party, who shall conduct the defense
of such claim or any litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not unreasonably be withheld) and the
Indemnified Party may participate in such defense at such party's expense
(unless the Indemnified Party shall have reasonably concluded that there may be
a conflict of interest between the Indemnifying Party and the Indemnified Party
in such action, in which case the fees and expenses of one such counsel for all
Indemnified Parties shall be at the expense of the Indemnifying Party), and
provided further that the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party of its obligations
under this Section 3 unless and only to the extent that the Indemnifying Party
is materially prejudiced thereby. No Indemnifying Party, in the defense of any
such claim or litigation shall, except with the consent of each Indemnified
Party (which consent shall not be unreasonably withheld or delayed), consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation. Each Indemnified Party shall furnish such information regarding
itself or the claim in question as an Indemnifying Party may reasonably request
in writing and as shall be reasonably required in connection with the defense of
such claim and litigation resulting therefrom.

                           (iv) If the indemnification provided for in this
Section 3(f) is held by a court of competent jurisdiction to be unavailable to
an Indemnified Party with respect to any loss, liability, claim, damage or
expense referred to herein, then the Indemnifying Party, in lieu of indemnifying
such Indemnified Party hereunder, shall contribute to the amount paid or payable
by such Indemnified Party as a result of such loss, liability, claim, damage or
expense in such proportion as is appropriate to reflect the relative fault of
the Indemnifying Party on the one hand and of the Indemnified Party on the other
in connection with the statements or omissions which resulted in such loss,
liability, claim, damage or expense, as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party and of the
Indemnified Party shall be determined by reference to, among other things,
whether the untrue (or alleged untrue) statement of a material fact or the
omission (or alleged omission) to state a material fact relates to information
supplied by the Indemnifying Party or by the Indemnified Party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

                           (v) Notwithstanding the foregoing, to the extent that
the provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with any underwritten public offering
contemplated by this Agreement are in conflict with the foregoing provisions,
the provisions in such underwriting agreement shall be controlling.

                           (vi) The foregoing indemnity agreement of the Company
and Holders is subject to the condition that, insofar as they relate to any
loss, claim, liability or damage made in a preliminary prospectus but eliminated
or remedied in the amended prospectus on file with the Commission at the time
the registration statement in question


                                       15

<PAGE>   16

becomes effective or the amended prospectus filed with the Commission pursuant
to Commission Rule 424(b) (the "Final Prospectus"), such indemnity or
contribution agreement shall not inure to the benefit of any underwriter or
Holder (but only if such Holder was required to deliver such Final Prospectus)
if a copy of the Final Prospectus was furnished to the underwriter and was not
furnished to the person asserting the loss, liability, claim or damage at or
prior to the time such action is required by the Securities Act.

         (g)      Information by the Holders. Each of the Holders holding
securities included in any registration shall furnish to the Company such
information regarding such Holder and the distribution proposed by such Holder
as the Company may reasonably request in writing and as shall be reasonably
required in connection with any registration, qualification or compliance
referred to in this Section 3.

         (h)      Holdback Agreement; Postponement. Notwithstanding the
provisions of Sections 3(a), (b) and (c), if the Board of Directors of the
Company determines in good faith that it is in the best interests of the Company
(A) not to disclose the existence of facts surrounding any proposed or pending
acquisition, disposition, strategic alliance or financing transaction involving
the Company or (B) for any purpose, to suspend the registration rights set forth
herein, the Company may, by notice to the Holders in accordance with Section
6(a), postpone any registration which is requested pursuant to Section 3(a) or
3(c), for such a period of time as the Board of Directors may reasonably
determine; provided that (x) such periods of suspension together with any
periods of suspension effected pursuant to Section 3(a)(i)(B)(w) hereof may not
exceed 90 days in the aggregate during any period of 12 consecutive months and
(y) the Company may not impose such a suspension or a postponement pursuant to
Section 3(a)(i)(B)(w) following the printing and distribution of a preliminary
prospectus in any underwritten public offering of Registrable Securities
pursuant to Section 3(a)(i) (except such suspension, not to exceed ten days,
which results from an event that is not within the reasonable control of the
Company); provided, however, that the Company will not be entitled to postpone
or suspend the effectiveness of the BHA Resale Registration Statement (as may be
continued pursuant to Section 3(c)) unless the Board of Directors determines, in
the good faith exercise of its reasonable business judgment, after receiving the
advice of counsel to the Company, that such postponement or suspension is
required in order to avoid disclosure of information that would otherwise be
required by law to be disclosed during the effectiveness of such BHA Resale
Registration Statement, the premature disclosure of which would materially and
adversely affect the Company.

         (i)      Assignment. The registration rights set forth in Section 3
hereof may be assigned, in whole or in part, to any transferee of Registrable
Securities (who shall be considered thereafter to be a Holder and shall be bound
by all obligations and limitations of this Agreement).


                                       16

<PAGE>   17

         4.       RULE 144 REPORTING

         With a view to making available the benefits of certain rules and
regulations of the Commission which may permit the sale of restricted securities
to the public without registration, the Company agrees to:

         (a)      make and keep public information available (as those terms are
                  understood and defined in Rule 144) at all times;

         (b)      use its reasonable best efforts to file with the Commission in
                  a timely manner all reports and other documents required of
                  the Company under the Securities Act and the Exchange Act; and

         (c)      so long as there are outstanding any Registrable Securities,
                  furnish to each Holder, upon request, a written statement by
                  the Company as to its compliance with the reporting
                  requirements of Rule 144 and of the Securities Act and the
                  Exchange Act, a copy of the most recent annual or quarterly
                  report of the Company, and such other reports and documents so
                  filed as such Holder may reasonably request in availing itself
                  of any rule or regulation of the Commission allowing such
                  Holder to sell any such securities without registration.

         5.       INTERPRETATION OF THIS AGREEMENT

                  (a)      Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Georgia, without
giving effect to the principles of conflict of laws of such State.

                  (b)      Section Headings. The headings of the sections and
subsections of this Agreement are inserted for convenience only and shall not be
deemed to constitute a part thereof.

         6.       MISCELLANEOUS

                  (a)      Notices.

                           (i)      All communications under this Agreement
shall be in writing and shall be delivered by facsimile or by hand or mailed by
overnight courier or by registered or certified mail, postage prepaid:

                                    (A) if to the Company, to HeadHunter.NET,
Inc., 333 Research Court, Suite 200, Norcross, Georgia 30092, (770) 349-2401,
Attention: Chief Executive Officer, or at such other address as it may have
furnished in writing to the Investors and Wachovia;

                                    (B) if to Yahoo!, to Yahoo!, Inc., 3420
Central Expressway, Santa Clara, California 95051; facsimile (408) 328-7939 (and
after July 30, 2001, to Yahoo!, Inc., 701 1st Avenue, Sunnyvale, California
94086; facsimile (408) 731-3485), Attention:


                                       17

<PAGE>   18

Chief Financial Officer, or at such other address as it may have furnished to
the Company in writing;

                                    (C) if to Wachovia, to Wachovia Capital
Investments, Inc., 191 Peachtree Street, Atlanta, Georgia 30303, Attention:
Emerging Companies Group (or to such other address as may be designated
hereafter in writing by Wachovia); and

                                    (D) if to the Investors, at the addresses
listed on Schedule I hereto, or at such other addresses as may have been
furnished the Company in writing.

                           (ii)     Any notice so addressed shall be deemed to
be given: if delivered by hand, on the date of such delivery; if mailed by
courier, on the first business day following the date of such mailing; and if
mailed by registered or certified mail, on the third business day after the date
of such mailing.

                  (b)      Reproduction of Documents. This Agreement and all
documents relating thereto, including, without limitation, any consents, waivers
and modifications which may hereafter be executed may be reproduced by the
Investor by any photographic, photostatic, microfilm, microcard, miniature
photographic or other similar process and the Investors may destroy any original
document so reproduced. The parties hereto agree and stipulate that any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by the Investors in the
regular course of business) and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.

                  (c)      Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties.

                  (d)      Entire Agreement; Amendment and Waiver. This
Agreement constitutes the entire understanding of the parties hereto and
supersedes all prior understandings among such parties with respect to the
subject matter hereof, including the Prior Agreement. This Agreement may be
amended, and the observance of any term of this Agreement may be waived, with
(and only with) the written consent of the parties.

                  (e)      Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.

                  (f)      No Inconsistent Agreements. The Company will not
hereafter enter into any agreement with respect to its securities which is
inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement; provided, however, that upon the request of the Company in
connection with the issuance of securities by the Company after the date hereof
to raise equity or debt capital or acquire one or more businesses, the parties
will cause this Agreement to be amended to permit the purchasers of such
securities to have registration rights that are no more favorable in


                                       18

<PAGE>   19

any material respect to such purchasers than the rights of the Investors
hereunder, provided, however, that in no event will any party be required to
agree to the granting of any such rights that are superior in any material
respect to its rights hereunder without the prior written consent of that party
(given or withheld in its sole discretion).

                  (g)      Remedies. Each Holder of Registrable Securities, in
addition to being entitled to exercise all rights granted by law, including
recovery of damages, will be entitled to specific performance of its rights
under this Agreement. The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agrees to waive the defense in any
action for specific performance that a remedy at law would be adequate.

                  (h)      Severability. In the event that any one or more of
the provisions contained herein, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions contained herein shall not be in
any way impaired thereby, it being intended and understood that all of the
rights and privileges of each of the Holders shall be enforceable to the fullest
extent permitted by law.


                                       19

<PAGE>   20

         IN WITNESS WHEREOF, the undersigned have executed this Third Amended
and Restated Registration Rights Agreement as of the date first set forth above.



                                     HEADHUNTER.NET, INC.



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



                                     BERNARD HODES GROUP INC.



                                     By: /s/  Randall J. Weisenburger
                                        ----------------------------------------
                                     Title:
                                           -------------------------------------



                                     OMNICOM FINANCE, INC.



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



                                     ITC HOLDING COMPANY, INC.



                                     By: /s/  Kimberly E. Thompson
                                        ----------------------------------------
                                     Title: Senior VP & General Counsel
                                           -------------------------------------



                                     YAHOO!, INC.



                                     By: /s/  illegible
                                       ----------------------------------------
                                     Title: SVP, Finance and Administration, CFO
                                           -------------------------------------



                                     WACHOVIA CAPITAL INVESTMENTS, INC.



                                     By: /s/ Joseph P. Longosz
                                        ----------------------------------------
                                     Title: Managing Director
                                           -------------------------------------


                                       20