<SUBMISSION>
<ACCESSION-NUMBER>0000950144-01-502395
<TYPE>10-Q
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<FILING-DATE>20010515
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<CONFORMED-NAME>HEADHUNTER NET INC
<CIK>0001065984
<ASSIGNED-SIC>7310
<IRS-NUMBER>582403177
<STATE-OF-INCORPORATION>GA
<FISCAL-YEAR-END>1231
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<FILM-NUMBER>1637099
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<STREET1>333 RESEARCH COURT
<STREET2>STE 200
<CITY>NORCROSS
<STATE>GA
<ZIP>30092
<PHONE>7703009272
</BUSINESS-ADDRESS>
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<STREET1>6410 ATLANTIC BLVD
<STREET2>STE 160
<CITY>NORCROSS
<STATE>GA
<ZIP>30071
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<FILENAME>g69470e10-q.txt
<DESCRIPTION>HEADHUNTER.NET, INC.
<TEXT>

<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 10-Q



[X]             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                                       OR

[ ]             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        FOR THE TRANSITION PERIOD FROM ______ TO ______

                          COMMISSION FILE NO. 000-27003

                              HEADHUNTER.NET, INC.
             (Exact name of registrant as specified in its charter)

                GEORGIA                                     58-2403177
    (State or other jurisdiction of                        (IRS Employer
    incorporation or organization)                    Identification Number)

                333 RESEARCH COURT, SUITE 200, NORCROSS, GA 30092
                    (Address of principal executive offices)

                                  770.349.2400
              (Registrant's telephone number, including area code)



         Indicate by check X whether the registrant: (1) has filed all reports
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                 Yes [X] No [ ]

The number of outstanding shares of the registrant's common stock on May 3, 2001
was 20,389,915.

<PAGE>   2

PART I            FINANCIAL INFORMATION

ITEM 1            Financial Statements

                  Condensed Consolidated Balance Sheets as of March 31, 2001 And
                  December 31, 2000

                  Condensed Consolidated Statements of Operations for the Three
                  Month Periods ended March 31, 2001 and 2000

                  Condensed Consolidated Statements of Cash Flows for the Three
                  Month Periods ended March 31, 2001 and 2000

                  Condensed Notes to Financial Statements

ITEM 2            Management's Discussion and Analysis of Financial Condition
                  and Results of Operations

ITEM 3            Quantitative and Qualitative Disclosures About Market Risk

PART II           OTHER INFORMATION

ITEM 1            Legal Proceedings

ITEM 2            Changes in Securities and Use of Proceeds

ITEM 3            Defaults upon Senior Securities

ITEM 4            Submission of Matters to a Vote of Security Holders

ITEM 5            Other Information

ITEM 6            Exhibits and Reports on Form 8-K

SIGNATURES

<PAGE>   3


                         PART I - FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

                              HEADHUNTER.NET, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                          MARCH 31,             DECEMBER 31,
                                                                                            2001                    2000
                                                                                       --------------          --------------
                                                                                         (UNAUDITED)             (UNAUDITED)
<S>                                                                                    <C>                     <C>
ASSETS
   CURRENT ASSETS:
      Cash and cash equivalents ................................................       $    7,458,192          $   13,228,336
      Short-term investments ...................................................               88,574                  84,500
      Accounts receivable - Trade, net of allowances for doubtful accounts of
           $1,064,136 for March 31, 2001 and December 31, 2000 .................            8,343,400               9,576,731
      Prepaid expenses .........................................................            7,915,843               1,921,855
      Other current assets .....................................................               36,638                 212,148
                                                                                       --------------          --------------
         Total current assets ..................................................           23,842,647              25,023,570
PROPERTY AND EQUIPMENT, NET ....................................................            5,267,697               5,992,894
INTANGIBLE ASSETS, NET .........................................................           64,930,746              68,583,035
OTHER NONCURRENT ASSETS ........................................................              813,533                 790,430
                                                                                       --------------          --------------
         Total assets ..........................................................       $   94,854,623          $  100,389,929
                                                                                       ==============          ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable ............................................................            1,379,205               1,873,028
   Current maturities of notes payable .........................................              183,208                 216,520
   Accrued interest - affiliates ...............................................               66,020                  66,020
   Accrued trade expenses ......................................................            1,345,479               1,997,839
   Other accrued expenses ......................................................            1,911,961               2,566,349
   Customer deposits ...........................................................            1,528,182               1,199,138
   Deferred revenue ............................................................            4,256,147               2,719,167
                                                                                       --------------          --------------
         Total current liabilities .............................................           10,670,202              10,638,061
                                                                                       --------------          --------------
NONCURRENT LIABILITIES:
   Long-term borrowings - affiliate ............................................           10,000,000              10,000,000
                                                                                       --------------          --------------
         Total liabilities .....................................................           20,670,202              20,638,061
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
   Convertible Class A preferred stock, $.01 par value;
      7,500,000 shares authorized and no shares issued and outstanding .........                    0                       0
   Class B serial preferred stock, $.01 par value; 5,000,000
      shares authorized, no shares issued and outstanding ......................                    0                       0
   Common stock, $.01 par value, 45,500,000 shares authorized
      and 20,387,817 shares issued and outstanding at March 31, 2001,
      45,500,000 shares authorized and 20,212,772
      issued and outstanding at December 31, 2000 ..............................              203,878                 202,128
   Additional paid-in capital ..................................................          140,509,792             139,546,267
   Stock warrants ..............................................................              944,318                 341,834
   Accumulated deficit .........................................................          (67,473,567)            (60,338,361)
                                                                                       --------------          --------------
      Total shareholders' equity ...............................................           74,184,421              79,751,868
                                                                                       --------------          --------------
         Total liabilities and shareholders' equity ............................       $   94,854,623          $  100,389,929
                                                                                       ==============          ==============
</TABLE>

         The accompanying notes are an integral part of these statements

<PAGE>   4

                              HEADHUNTER.NET, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                            FOR THE THREE MONTHS ENDED
                                                                     MARCH 31,
                                                       -------------------------------------
                                                           2001                     2000
                                                       ------------             ------------
<S>                                                    <C>                      <C>
REVENUES:
   Service fee revenue ......................          $ 16,032,566             $  5,678,127
   Other revenue ............................               966,532                  701,426
                                                       ------------             ------------
        Total revenues ......................            16,999,098                6,379,553
                                                       ------------             ------------
COSTS OF REVENUES ...........................               225,515                   86,876
                                                       ------------             ------------
        Gross profit ........................            16,773,583                6,292,677
OPERATING EXPENSES
   Marketing and selling expenses ...........            16,353,770                9,250,433
   General and administrative expenses ......             2,515,513                1,865,842
   Stock compensation expense ...............                     0                  255,062
   Depreciation and amortization ............             4,448,789                  297,137
                                                       ------------             ------------
        Operating loss ......................            (6,544,489)              (5,375,797)
OTHER INCOME (EXPENSE)  .....................              (590,717)                 277,572
                                                       ------------             ------------
NET LOSS ....................................          $ (7,135,206)            $ (5,098,225)
                                                       ============             ============
NET LOSS PER SHARE:
   Basic and diluted net loss per share .....          $      (0.35)            $      (0.47)
                                                       ============             ============
   Weighted average common shares
      outstanding ...........................            20,272,869               10,851,196
                                                       ============             ============
</TABLE>

         The accompanying notes are an integral part of these statements


<PAGE>   5


                              HEADHUNTER.NET, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                          FOR THE THREE MONTHS ENDED
                                                                                                  MARCH 31,
                                                                                         2001                   2000
                                                                                     ------------           ------------
                                                                                      (UNAUDITED)            (UNAUDITED)
<S>                                                                                  <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss ...............................................................          $ (7,135,206)          $ (5,098,225)
   Adjustments to reconcile net loss to net
      cash used in operating activities:
   Depreciation and amortization ..........................................             4,448,789                297,137
   Compensation expense ...................................................                     0                255,062
   Loss on disposal .......................................................               565,285                      0
Changes in working capital:
   Increase in current assets .............................................            (3,285,347)            (2,343,925)
   Increase in current liabilities ........................................                65,453              6,696,161
                                                                                     ------------           ------------
      Net cash used in operating activities ...............................            (5,341,026)              (193,790)
                                                                                     ------------           ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of short-term investments .....................................                (4,074)            (1,378,817)
   Purchase of property and equipment .....................................              (405,113)            (1,855,206)
   Goodwill related to acquisitions .......................................              (231,475)                     0
   Acquisition of domain name .............................................                     0                (50,000)
                                                                                     ------------           ------------
      Net cash used in investing activities ...............................              (640,662)            (3,284,023)
                                                                                     ------------           ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of common stock to officers and key employees ...               244,856                116,082
   Repayment of debt ......................................................               (33,312)                     0
                                                                                     ------------           ------------
      Net cash provided by financing activities ...........................               211,544                116,082
                                                                                     ------------           ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS .................................            (5,770,144)            (3,361,731)
CASH AND CASH EQUIVALENTS, beginning of period ............................            13,228,336             16,938,708
                                                                                     ------------           ------------
CASH AND CASH EQUIVALENTS, end of period ..................................          $  7,458,192           $ 13,576,977
                                                                                     ============           ============

Supplemental disclosure of non-cash financing activities:
   Issuance of Yahoo! warrants ............................................               602,484                      0
   Issuance of common stock to prepay interest ............................               720,418                      0
</TABLE>

         The accompanying notes are an integral part of these statements

<PAGE>   6

                         HEADHUNTER.NET, INC. CONDENSED
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)

1.       The accompanying unaudited interim condensed consolidated financial
         statements have been prepared by management of HeadHunter.NET, Inc.
         ("the Company") in accordance with rules and regulations of the
         Securities and Exchange Commission ("SEC"). Accordingly, certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         principles have been condensed or omitted pursuant to Article 10 of
         Regulation S-X of the SEC. The accompanying unaudited consolidated
         condensed financial statements reflect, in the opinion of management,
         all adjustments necessary to achieve a fair statement of the Company's
         financial position and results for the interim periods presented. All
         such adjustments are of a normal and recurring nature. These condensed
         financial statements should be read in conjunction with the Company's
         Annual Report on Form 10-K for the year ended December 31, 2000.

2.       Basic loss per common share ("EPS") was computed by dividing net loss
         attributable to common shareholders by the weighted average number of
         shares of common stock outstanding for the period then ended. The
         effect of the Company's stock options (using the treasury stock
         method) was excluded in the computation of diluted EPS for the three
         months ended March 31, 2001 and March 31, 2000, respectively, as it is
         anti-dilutive.

3.       Recent Transaction(s)

         On March 5, 2001, the Company entered into an agreement with Yahoo!
         Inc. to be the sole provider of job listings for Yahoo!(R)Careers, a
         service on the Yahoo.com web site. In connection with the agreement,
         the Company and Yahoo! also entered into a warrant purchase agreement
         and the Company issued Yahoo! a warrant to purchase up to 310,559
         shares of the Company's common stock at an exercise price of $6.44 per
         share.

         On May 10, 2001, the Company entered into a loan and security agreement
         with Wachovia Capital Investments, Inc. ("Wachovia") to borrow $5
         million for a term of 18 months. Interest is payable monthly until
         maturity, at which time all principal and accrued but unpaid interest
         will be due. In addition, under the loan and security agreement,
         Wachovia makes available to the Company a $2.5 million line of credit
         with Wachovia for a period of 18 months. Under the line of credit,
         interest is payable monthly until expiration, at which time all
         outstanding principal and accrued but unpaid interest will be due. The
         interest rate under both facilities is based on the prime rate offered
         by Wachovia plus 200 basis points. As of the date of the loan and
         security agreement, such prime rate was 7.5%. Under the line of credit
         facility, the Company has up to $500,000 available for issuance of bank
         letters of credit with Wachovia. As of the date of filing this
         quarterly report on Form 10-Q there were no amounts outstanding under
         the line of credit and no letters of credit were outstanding. In
         addition to a cash fee in connection with the loan and security
         agreement, the Company issued Wachovia Bank a warrant to purchase
         100,000 shares of the Company's common stock at an exercise price of
         $4.253 per share.


<PAGE>   7

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS.

         This Management's Discussion and Analysis of Financial Condition and
         Results of Operations contains "forward-looking statements" within the
         meaning of Section 27A of the Securities Act of 1933 and Section 21E of
         the Securities Exchange Act of 1934. All statements regarding our
         expected financial position and operating results, our business
         strategy and our financing plans are forward-looking statements. These
         statements can sometimes be identified by our use of forward-looking
         words such as "may," "will," "anticipate," "estimate," "expect," or
         "intend." Known and unknown risks, uncertainties and other factors
         could cause our actual results to differ materially from those
         contemplated by these statements. Such risks and uncertainties include
         our ability to retain and grow our base of employers, recruiters and
         job seekers, our ability to successfully integrate new employers,
         recruiters and job seekers and/or assets obtained through acquisitions,
         the highly competitive markets in which we operate, general economic
         conditions in the market in which we operate, and our ability to
         respond to technological developments affecting the Internet. The
         Company's Annual Report on Form 10-K, filed with the Securities and
         Exchange Commission discusses some additional important factors that
         could cause the Company's actual results to differ materially from
         those in such forward-looking statements.


<PAGE>   8


OVERVIEW

         We provide online recruiting services to job posters and job seekers
via our web site. HNET, Inc., our predecessor, was founded in October 1995 and
was wholly owned by Warren L. Bare. From its inception until late 1996, HNET,
Inc. derived all of its revenues from web site development consulting services.
As a result of the experience that it gained during this period, HNET, Inc.
identified online recruiting as an emerging industry. It launched the
www.headhunter.net web site in October 1996, and began to focus on growing its
online recruiting service business.

         In October 1997, HNET, Inc. entered into an investment agreement with
ITC Holding Company, Inc. under which:

         -        HeadHunters, L.L.C. was formed;

         -        HNET, Inc. contributed all of its assets related to the
                  operation of the web site in exchange for a 45% interest in
                  HeadHunters, L.L.C.; and

         -        ITC contributed $1.1 million in cash in exchange for a 55%
                  interest in HeadHunters, L.L.C.

         This transaction was accounted for as a purchase.

         In July 1998, HeadHunters, L.L.C., ITC and Warren L. Bare entered into
a contribution agreement under which:

         -        HeadHunter.NET, Inc. was incorporated;

         -        Mr. Bare contributed all of the outstanding stock of HNET,
                  Inc. to us in exchange for 2,200,000 shares of our common
                  stock and 50,000 shares of our Class A preferred stock; and

         -        ITC Holding Company contributed its 55% interest in
                  HeadHunters, L.L.C. to us in exchange for 2,750,000 shares of
                  our Class A preferred stock.

         This transaction was accounted for in a manner similar to a pooling of
interest. As a result of this transaction, HeadHunters, L.L.C. and HNET, Inc.
became our wholly-owned subsidiaries.

         Our revenue is generated primarily from fees paid by job posters to
post job opportunities and to improve the position of their job postings in
search results. We also generate revenue from access fees for viewing our
extensive resume database. To a lesser extent, we derive revenue from selling
web page sponsorships, banner advertising, cross-posting jobs to partnered web
sites, and hosting online career fairs.

         Prior to August 1998, we earned revenue principally from a combination
of job posting upgrade fees and the sale of banner advertisements on our web
site, with sales of banner advertising comprising a more significant percentage
of our revenues. In August 1998, we modified our pricing structure and began
offering upgrade services on a per job basis. On June 1, 1999, we began to
charge all job posters a fee to post job opportunities on our web site. As a
result of this pricing change and the growth of our sales force, revenue from
job posting and upgrade fees has become the principal component of our revenues.

         We currently have four primary levels of posting options, which provide
different levels of priority in a job search. The four primary levels are
Economy, Basic, Standard, and Priority. As part of a corporate pricing package,
we generally provide favorable pricing terms to job posters based on volume of
job postings and length of service agreement.

         Prior to February 2000, we charged for access to our VIP Resume
Reserve, which contained the resumes that had been posted within the prior
seven-day period. In February 2000, we implemented a new pricing structure
whereby job posters must pay a quarterly, semi-annual or annual subscription fee
to access resumes in the database. Job seekers are not required to post a resume
to our web site. If a job seeker chooses to post a resume, he or she has the
option to allow that resume to be searched in the resume database or to remain
private.
<PAGE>   9

         We believe that job posting fees and fees paid to access resumes will
account for a substantial majority of our revenues for the foreseeable future.

         We record advance billings prior to the delivery of services or the
display of an advertisement as deferred revenues and recognize them as revenue
ratably when the services are provided or the advertisements are displayed. At
March 31, 2001, we had approximately $4.3 million of deferred revenues compared
with $2.7 million at December 31, 2000.

Our costs and expenses include:

         -        costs of revenues, consisting of bandwidth access fees,
                  co-location costs and Internet connection charges;

         -        marketing and selling expenses, consisting primarily of
                  salaries and commissions for sales, marketing and customer
                  service personnel, advertising costs and other
                  marketing-related expenses (including strategic relationship
                  and product design costs);

         -        general and administrative expenses, consisting primarily of
                  salaries and related costs for general corporate functions,
                  including finance, accounting and human resources personnel,
                  software development and technical personnel, office
                  facilities and fees for professional services; and

         -        depreciation and amortization, including depreciation of
                  computer and other equipment and amortization of goodwill.

         We have recently made significant changes to our pricing policy.
Accordingly, we have a limited operating history on which to base an evaluation
of our company. Thus, period-to-period comparisons of our operating results are
not particularly meaningful, and an investor should not rely on the results for
any period as an indication of our future performance.

         Our sales and site traffic have consistently reflected the effects of
seasonality during the summer months and toward the end of the year, resulting
in lower revenue growth in those months. We build this assumption into our
projections and planning models. We believe that revenue from classified
advertising and other traditional recruiting services is generally lower in the
months of July, November and December because of vacation periods and holiday
seasons. As the online recruiting market develops, we believe that we will
experience similar seasonal patterns or discover other seasonal patterns.

         We have a history of losses and at March 31, 2001 we had an accumulated
deficit of approximately $67.5 million. The majority of our expenses are for
advertising and for salaries and benefits, which made up 24% and 26% of our
total expenses for the three months ended March 31, 2001, respectively. Our
ability to generate a profit in the future is directly correlated to our ability
to manage these expenses in line with our revenue growth. We believe that the
majority of these expenses are variable and can be managed if necessary as most
of our advertising contracts can be reduced or canceled within 30 to 90 days.
However, certain of our contracts with up to a year term cannot be terminated.

<PAGE>   10

RESULTS OF OPERATIONS

The following table sets forth the percentage of revenues represented by certain
line items in the Company's condensed consolidated statements of operations for
the periods indicated.

<TABLE>
<CAPTION>
                                                       FOR THE THREE MONTHS ENDED
                                                                MARCH 31,
                                                       --------------------------
                                                       2001                  2000
                                                       ----                  ----
<S>                                                    <C>                   <C>
REVENUES:
Service Revenue .............................            94%                   89%
Other Revenue ...............................             6                    11
                                                       ----                  ----
Total Revenues ..............................           100                   100
                                                       ----                  ----
COST OF REVENUES ............................             1                     1
                                                       ----                  ----
Gross profit ................................            99                    99
OPERATING EXPENSES
Marketing and Selling Expenses ..............            96                   145
General and Administrative Expenses .........            15                    29
Stock Compensation Expense ..................            --                     4
Depreciation and Amortization ...............            26                     5
                                                       ----                  ----
Operating loss ..............................           (38)                  (84)
OTHER INCOME (EXPENSE) .....................            (4)                    4
                                                       ----                  ----
NET LOSS ....................................           (42)%                 (80)%
                                                       ====                  ====
</TABLE>

THREE MONTHS ENDED MARCH 31, 2001, AS COMPARED TO THE THREE MONTHS ENDED MARCH
31, 2000

         Revenues. Our revenues increased $10.6 million, or 166%, from $6.4
million for the three months ended March 31, 2000 to $17.0 million for the three
months ended March 31, 2001. Revenues increased primarily as a result of job
posting sales, up from $4.6 million in 2000 to approximately $11.7 million in
2001. Job posting revenue growth is attributable to three factors: growth in
corporate customers, higher revenue per customer, and price increases. Sales of
the VIP Resume search product generated $3.5 million during the first three
months of 2001 compared with $827,000 for the same period in 2000. The growth in
VIP Resume revenue is the result of more customers purchasing access to our VIP
Resume database and price increases implemented in February 2000. Other revenue,
consisting of banner advertisements, sponsorships and other, were $967,000 for
the three months ended March 31, 2001 compared with $701,000 for the three
months ended March 31, 2000.

         Costs of revenues. Our costs of revenues increased $139,000 or 160%,
from $87,000 for the three months ended March 31, 2000 to $226,000 for the three
months ended March 31, 2001. The increase in costs of revenue was due to our
increasing bandwidth and server capacity, and from additional costs to provide
Internet access to a larger employee base. Costs of revenue as a percentage of
revenue remained flat over the two periods.

         Marketing and selling expenses. Expenses from marketing and selling
increased by $7.1 million, or 76.8%, from $9.3 million for the three months
ended March 31, 2000 to $16.4 million for the three months ended March 31, 2001.
The growth is attributable to a number of factors, including growth of the sales
organization and increased marketing efforts. We spent $7.2 million on
advertising and other marketing for the three months ended March 31, 2001
compared with $5.9 million for the same period in 2000. Our sales and marketing
headcount grew approximately 152% from March 31, 2000 to March 31, 2001. The
majority of new employees were salespeople. In 2000, we created the Recruiter
Business Unit and the Agency Sales Division and hired additional staff in the
Customer Service and Business Development departments. The build-out and
staffing of the new departments resulted in $2.6 million in additional sales
expenses in the first quarter of 2001 compared with the same period in 2000.

         General and administrative expenses. Our general and administrative
expenses increased $650,000, or 35%, from $1.9 million for the three months
ended March 31, 2000 to $2.5 million for the three months ended March 31, 2001.
Additions to technology personnel and increased credit card processing fees
relating to higher processing volume were the primary reasons for the growth.
<PAGE>   11

         Stock compensation expense. There was no stock compensation expense for
the three months ended March 31, 2001, compared with $255,000 for the same
period in 2000. In 1999, we sold 271,167 shares of Class A preferred stock and
140,000 shares of common stock to a group of ten executive officers, key
employees and directors at $1.50 per share and $2.00 per share, respectively. In
accordance with Accounting Principles Board Opinion No. 25, we recognized
compensation expense in 2000 related to the difference between the purchase
price and the estimated fair value of the shares of Class A preferred stock and
common stock. In conjunction with the CareerMosaic acquisition, employee stock
options immediately vested in full causing us to recognize the remaining balance
in 2000. There is no stock compensation expense expected in 2001.

         Depreciation and amortization. Depreciation and amortization grew $4.2
million, or 1,397% from $297,000 for the three months ended March 31, 2000 to
$4.4 million for the three months ended December 31, 2001. Depreciation
increased $350,000 as a result of $3.6 million in additional capital purchases
during 2000 and the first quarter of 2001. The majority of the purchases were
for servers to support the web site and furniture and computer equipment related
to the opening of sales offices and the move from our previous headquarters to
our current location on Research Court. Amortization grew from $82,000 for the
three months ended March 31, 2000 to $3.9 million for the three months ended
March 31, 2001 primarily due to the amortization of goodwill that resulted from
the acquisitions of CareerMosaic and Miracle Workers.

LIQUIDITY AND CAPITAL RESOURCES

         As of March 31, 2001, we had approximately $7.5 million in cash and
cash equivalents. Net cash used in operating activities was $5.3 million and
$194,000 for the three months ended March 31, 2001 and March 31, 2000,
respectively. Net cash used in operating activities primarily consisted of the
net loss for the periods and an increase in current assets relating to growth in
receivables arising from revenue growth and prepaid expenses related to
advertising contracts. During the three months ended March 31, 2000, $6.7
million was provided by increases in current liabilities, which partially offset
the operating use of funds. Deferred revenues, relating to increased billings,
and accrued expenses, relating to increased advertising expenses, showed
significant growth in 2001.

         Net cash used in investing activities of $641,000 for the three months
ended March 31, 2001 was for capital expenditures and goodwill related to the
CareerMosaic and Miracle Workers acquisitions. For the three months ended March
31, 2000, net cash invested of $3.3 million included capital expenditures and
the purchase of short-term investments. Investing activities included the
purchase of high-grade short-term investments having maturities of less than one
year. The majority of the capital purchases relate to computer equipment to
build our network infrastructure and office furniture to accommodate our
increased personnel. We currently have no material commitments for capital
expenditures other than in the ordinary course of business.

         Net cash provided by financing activities was $212,000 and $116,000 for
the three months ended March 31, 2001 and March 31, 2000, respectively. Proceeds
from the issuance of common stock to employees for the exercise of stock options
provided $245,000 and $116,000 for the three months ended March 31, 2001 and
March 31, 2000, respectively. In 2001, $33,000 was paid on a note to the seller
of the domain name www.jobsearch.com.

         On March 5, 2001, we entered into an agreement with Yahoo! Inc. to be
the sole provider of job listings for Yahoo!(R)Careers, a service on the
Yahoo.com web site. During the term of the agreement, we will pay Yahoo!
approximately $25.5 million. Total cash commitments under this agreement for the
year ended December 31, 2001 are approximately $14.4 million, of which, $5
million was paid during the three month period ended March 31, 2001. In
connection with the agreement, we also issued a warrant to Yahoo! for the
purchase of up to 310,559 shares of HeadHunter.NET, Inc. common stock at an
exercise price of $6.44 per share. The agreement with Yahoo! is non-cancelable.

         On May 10, 2001, we entered into a loan and security agreement with
Wachovia Capital Investments, Inc. to borrow $5 million for a term of 18 months.
During the term of such loan, interest is payable monthly until maturity, at
which time all principal and accrued but unpaid interest will be due. In
addition, under the loan and security agreement, for a period of 18 months,
Wachovia will make available to us a $2.5 million line of credit. Under the line
of credit, interest is payable monthly

<PAGE>   12

until expiration, at which time all outstanding principal and accrued but unpaid
interest will be due. As of the date of filing this quarterly report on form
10Q, there were no amounts outstanding under the line of credit.

         We have incurred losses and negative cash flows from operations since
inception as a result of efforts to build out our network infrastructure,
increase staffing, market our web site, and further develop our systems. We
currently estimate that our working capital generated from operations, funds
from the term loan and revolving credit facility with Wachovia, and funds from
the subordinated note with Omnicom Finance will be sufficient to meet our
anticipated operating and capital expenditure needs for at least the next 12
months. Depending on market opportunities, circumstances may arise in which
Headhunter.net would seek to raise additional funds prior to such time through
borrowings or the issuance of equity or debt securities. The method and rate of
our pursuit of these market opportunities could be impacted by our ability to
raise such funding.

         Our ability to grow will depend in part on our ability to increase the
capacity and effectiveness of our web site, the effectiveness of our sales and
marketing efforts, and our customer support capabilities. We may need to raise
funds in excess of our current expectations in order to take advantage of new
opportunities, to react to unforeseen difficulties or to otherwise respond to
competitive pressures. If we raise additional funds by issuing equity or
convertible debt securities, the percentage ownership of our existing
shareholders will be reduced, shareholders may experience additional dilution,
and such securities may have rights, preferences or privileges senior to those
of our common stock.

ITEM 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

         We believe our exposure to market rate fluctuations on our investments
is nominal due to the short-term nature of those investments. At present, we do
not employ any derivative financial instruments, other financial instruments or
derivative commodity instruments to hedge any market risks, however, we may
employ them in the future. At March 31, 2001, we held $1.1 million in short-term
investments in high-grade instruments having maturities less than one year.

<PAGE>   13


PART II. OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

The Company is not a party to, nor is any of its property subject to, any
material legal proceedings.

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS

a)       Not Applicable

b)       Not Applicable

c)       On March 27, 2001 the Company issued 101,100 shares of common stock to
         Omnicom Finance, Inc. in connection with the prepayment of 13 months of
         interest on the line of credit. This issuance was exempt from
         registration under Sections 4(2) and 4(6) of the Securities Act and
         Regulation D promulgated under the Securities Act.

         On March 5, 2001 the Company issued a warrant to Yahoo! Inc. to
         purchase up to 310,559 shares of the Company's common stock at an
         exercise price of $6.44 per share. The warrant was issued in connection
         with Yahoo! and the Company entering into a services and content
         agreement. The issuance of the warrant was exempt from registration
         under Sections 4(2) and 4(6) of the Securities Act and Regulation D
         promulgated under the Securities Act.

d)       Not Applicable

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

         Not Applicable

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable

ITEM 5.           OTHER INFORMATION

         Not Applicable


<PAGE>   14


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

     a)       Exhibits

     10.1     Services and Content Agreement dated March 5, 2001 between Yahoo!
              Inc. and HeadHunter.NET, Inc.(*)


     10.2     Loan and Security Agreement dated May 10, 2001 between
              HeadHunter.NET, Inc. and Wachovia Capital Investments, Inc.


     10.3     Third Amended and Restated Registration Rights Agreement dated May
              10, 2001 among HeadHunter.NET, Inc., Omnicom Finance, Inc.,
              Bernard Hodes Group Inc., ITC Holding Company, Inc., Yahoo! Inc.
              and Wachovia Capital Investments, Inc.

     10.4     Amendment dated May 10, 2001 to the Amended and Restated Credit
              Agreement dated February 27, 2001 by and between HeadHunter.NET,
              Inc. and Omnicom Finance Inc.

     (*)      Confidential treatment has been requested with respect to certain
              portions of this agreement.

     (b)      Reports on Form 8-K

     HeadHunter.NET, Inc. filed a current report on Form 8-K on March 8, 2001
     regarding HeadHunter.NET, Inc. entering into the Services and Content
     Agreement with Yahoo! Inc.


<PAGE>   15

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              HEADHUNTER.NET, INC.

Date: May 15, 2001                           By:    /s/ Robert M. Montgomery
                                                 -------------------------------
                                                      Robert M. Montgomery
                                                     Chief Executive Officer
                                                  (Principal Executive Officer)



Date: May 15, 2001                           By:       /s/ W. Craig Stamm
                                                --------------------------------
                                                         W. Craig Stamm
                                                     Chief Financial Officer
                                                  (Principal Financial Officer)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>g69470ex10-1.txt
<DESCRIPTION>SERVICES AND CONTENT AGREEMENT
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.1

                                   YAHOO! INC.

                         SERVICES AND CONTENT AGREEMENT

         THIS SERVICES AND CONTENT AGREEMENT (the "Agreement") is made as of
this 5th day of March, 2001 (the "Effective Date") between Yahoo! Inc., a
Delaware corporation with offices at 3420 Central Expressway, Santa Clara, CA
95051 ("Yahoo"), and Headhunter.net, Inc., a Georgia corporation, with offices
at 333 Research Court, Norcross, Georgia 30092 ("Headhunter.net").

         WHEREAS, Yahoo is a global Internet media company that offers a network
of branded programming; and

         WHEREAS, Headhunter.net is an online recruiting and job awareness
network which enables candidates and corporations to manage the job search
process via posted resumes and job listings; and

         WHEREAS, the parties wish to: (a) include Headhunter.net's job listing
database, on an exclusive basis, on a co-branded service on Yahoo! Careers, (b)
provide users of Yahoo! Careers with the ability to post individual jobs to
Yahoo! Careers and Headhunter.net via a Headhunter.net-hosted site; and (c)
provide search access, to Headhunter.net's paying resume search customers, to
resumes posted by Yahoo! Careers users (on a searchable basis only).

         NOW, THEREFORE, In consideration of the mutual promises contained
herein, the parties agree as follows:

SECTION 1: DEFINITIONS. The following defined terms shall apply throughout the
Agreement:

         "ADVERTISING RIGHTS" means the advertising and promotional rights sold
or licensed with respect to the Yahoo Properties.

         "AFFILIATE" means any company or other entity worldwide, including
without limitation corporations, partnerships, joint ventures, and limited
liability companies, in which Yahoo directly or indirectly holds at least a
twenty percent (20%) ownership, equity, or financial interest.

         "BUSINESS DAYS" means all days excluding weekends and federal holidays.

         "DEMOGRAPHIC AREA" means any of the top thirty-five (35) (TBD) "DMAs"
(i.e., demographic regions) in the United States, as listed on Exhibit I
("Demographic Areas").

         "DIRECTORY" means a listing of names, URLs or other data generated via
search technology in response to a user query.

         "EMPLOYER" means a corporation or other entity (including but not
limited to the representatives of any such entity (e.g., a recruiting agency or
third party job listings aggregators)), that has a need to find candidates to
fill open positions.

         "EMPLOYER DATA" means all data provided by or generated from Employers
on the Job Posting Pages, excluding the Headhunter.net Job Listings.

         "ENHANCEMENTS" means any updates, improvements or modifications made
to, or derivative works created from, the Headhunter.net Content or
Headhunter.net Job Post Technology.

         "HEADHUNTER.NET BRAND FEATURES" means all trademarks, service marks,
logos and other distinctive brand features of Headhunter.net that are used in or
relate to Service, including but not limited to those listed in Exhibit A of the
Agreement.

         "HEADHUNTER.NET COMPETITORS" shall mean the following entities,
including their wholly-owned subsidiaries: [*****].


[*****]  CONFIDENTIAL PORTIONS OF THIS PAGE HAVE BEEN REDACTED AND FILED
         SEPARATELY WITH THE COMMISSION.


                                       1

<PAGE>   2

         "HEADHUNTER.NET CONTENT" means the content specified on Exhibit A
("Headhunter.net Content"), and all methods and functionality related to such
content, provided or made available to Yahoo or its Affiliates by Headhunter.net
pursuant to the Agreement. The term "Headhunter.net Content" includes without
limitation any and all audio and audiovisual materials, data, images, files,
hypertext links, scripts and Enhancements provided or made available to Yahoo or
its Affiliates pursuant to the Agreement, and all Teaser Content.

         "HEADHUNTER.NET JOB LISTINGS" means the complete database of job
listings submitted by third parties to Headhunter.net for distribution on the
Headhunter.net Site.

         "HEADHUNTER.NET JOB POST TECHNOLOGY" means Headhunter.net's web page
embedded software tool (currently called "EaseEPost") that allows an Employer to
post an individual job listing (as opposed to batch listings) for distribution
on the Headhunter.net Site. The term "Headhunter.net Job Post Technology"
includes any Enhancements to such technology.

         "HEADHUNTER.NET RESUME SEARCH" means a Headhunter.net product or
bundled product that provides Employers with search access to resumes for a fee.

         "HEADHUNTER.NET SITE" means the Headhunter.net Internet site that is
currently located http://www.headhunter.net and any other Headhunter.net-branded
Internet site mutually agreed upon by the parties. The term "Headhunter.net
Site" includes any and all additional, substitution, mirror, derivative, or
successor sites or URLs (including but not limited to http://www.careers.com) at
which the site may be located during the Term of the Agreement; provided,
however, that Headhunter.net must give Yahoo at least sixty (60) days' written
notice in the event that it changes the name or URL of the Headhunter.net Site.
The Headhunter.net Site excludes the Service Pages, but includes Headhunter.net
Resume Search.

         "INTELLECTUAL PROPERTY RIGHTS" means any and all rights, titles and
interests, whether foreign or domestic, in and to any and all trade secrets,
patents, copyrights, service marks, trademarks, know-how, or similar
intellectual property rights, as well as any and all moral rights, rights of
privacy, publicity and similar rights of any type under the laws or regulations
of any governmental, regulatory, or judicial authority, foreign or domestic.

         "INTERNET" means the worldwide collection of computers, networks,
infrastructure, connections and devices, whether now know or later developed,
that can access, connect to, communicate with, or transfer data to, from,
through or by way of the worldwide collection of networks (including without
limitation telephone, wireless and third party networks) that is commonly
referred to as the "Internet."

         "JOB LISTINGS PAGES" means the pages of the Service described in
Section 1 of Exhibit C ("Service Specifications") under "Job Listings Pages"
that (a) are created, hosted and maintained by Yahoo in the Yahoo "look and
feel"; (b) are cobranded with the Yahoo Brand Features and Headhunter.net Brand
Features; and (c) as of the Effective Date, look substantially similar to the
mockups shown on Exhibits D-5 through D-9.

         "JOB POSTING PAGES" means pages of the Service that (a) enable an
Employer to post a single job on the Headhunter.net Site and Yahoo Careers via
the Headhunter.net Job Post Technology; (b) are hosted, created and maintained
by Headhunter.net in the Headhunter.net "look and feel," but with Yahoo
oversight and approval; (c) are linked from a jump page created, hosted and
maintained by Yahoo, which jump page is linked from a "Post a Job" text link (or
substantially similar link) on the Service Entry Page; (d) are branded with the
Headhunter.net Brand Features; (e) contain no third party advertising; and (f)
are intended to look substantially similar to the mockup shown on Exhibit D-10.

         "ONLINE CAREER FAIR" means an online recruiting event in which
Employers can post a company profile and up to twenty-five jobs for which
applicants apply online. Online Career Fairs will (a) be hosted by
Headhunter.net, except for the Online Career Fair Jump Page, which will be
hosted by Yahoo; and (b) be branded with the Headhunter.net Brand Features and
Yahoo Brand Features. The Online Career Fairs are intended to look substantially
similar to the mockups shown on Exhibit D.



                                       2
<PAGE>   3

         "ONLINE CAREER FAIR JUMP PAGE" means the top page of each Online Career
Fair created, hosted and maintained by Yahoo in the Yahoo "look and feel". The
Online Career Fair Jump Page is intended to look substantially similar to the
mockups shown on Exhibit D-2.

         "RESTRICTED COMPANIES" means, collectively the general navigational
guides or online services similar to Yahoo (including, but not limited to, those
services operated by [*****] and their respective successors in interest.

         "SERVICE" means the co-branded, online job posting and listing services
described in Exhibit C ("Service Specifications") provided by Headhunter.net and
integrated into Yahoo Careers, including but not limited to the Yahoo Service
Pages, Online Career Fairs and Job Posting Pages. In the event that Yahoo
removes the job query entry field from the Service Entry Page per Exhibit C(1),
the definition of "Service" shall not include the Service Entry Page.

         "SERVICE ENTRY PAGE" means the top page of Yahoo Careers. The Service
Entry Page will be hosted, designed and maintained by Yahoo at its sole
discretion. As of the Effective Date, the Service Entry Page looks substantially
similar to the mockup shown on Exhibit D-1.

         "SERVICE LAUNCH DATE" means the day on which the Service becomes
publicly available on the Yahoo Properties, excluding for beta or other testing.

         "TEASER CONTENT" means any portion of the Headhunter.net Content that
(a) is streamed from or reproduced on or within the Yahoo Properties; (b)
consists of a small excerpt of the Headhunter.net Content (e.g, an Online Career
Fair Employer logo or individual job listing) which does not change the meaning
of the Headhunter.net Content; and (c) is directly associated, connected or
linked to the Headhunter.net Content from which that Teaser Content was derived
or links directly to the Yahoo Service Pages or a page of the Headhunter.net
Site, as applicable.

         "TERM" means the term of this Agreement as specified in Section 11.1
below.

         [*****] means the total number of [*****] that [*****] or a particular
[*****] as reported by Yahoo's internal measurement and reporting tools.

         "USER" means any individual or entity that uses the Service or Online
Career Fairs for his, her, or its own personal or business purposes, or a Yahoo
Resume User.

         "YAHOO BRAND FEATURES" means all trademarks, service marks, logos and
other distinctive brand features owned by Yahoo that are used in or relate to a
Yahoo Property, including, without limitation, the trademarks, service marks and
logos described in Exhibit A.

         "YAHOO CAREERS" means that portion of the Yahoo Main Site, currently
located at http://careers.yahoo.com, containing, among other things, various
resources for job seekers, including job listings, resume posting to an on-line
database, and career advice.

         "YAHOO MAIN SITE" means Yahoo's principal U.S. based directory to the
World Wide Web currently located at http://www.yahoo.com.

         "YAHOO PROPERTIES" means any or all of Yahoo's or its Affiliates'
worldwide properties, software, products, services, sites and pages, including,
without limitation, those accessible in whole or in part through the Internet,
whether presently existing or later developed, that are developed in whole or in
part by or for Yahoo or its Affiliates.

         "YAHOO PRIVACY POLICY" means that privacy policy currently located at
http://docs.yahoo.com/info/privacy/ (as may be amended by Yahoo from time to
time).


[*****]  CONFIDENTIAL PORTIONS OF THIS PAGE HAVE BEEN REDACTED AND FILED
         SEPARATELY WITH THE COMMISSION.


                                       3
<PAGE>   4

         "YAHOO RESUME" means a resume provided to Yahoo on the Yahoo Main Site
by a Yahoo Resume User with user's express permission to make the resume
searchable by third parties on the Yahoo Properties and third party Internet
sites.

         "YAHOO RESUME USER" means the named contact provided to Yahoo with a
Yahoo Resume.

         "YAHOO SERVICE PAGES" means the Job Listings Pages and the Online
Career Fair Jump Page.

         "YAHOO USER DATA" means all data, other than Employer Data, provided to
Yahoo or Headhunter.net by users of the Yahoo Properties and Service or
otherwise relating to user activity on the Yahoo Properties and Service,
including but not limited to (a) all data related to the Yahoo Resumes,
including but not limited to information contained in the data entry fields
completed by a Yahoo Resume User in conjunction with posting a Yahoo Resume
(e.g., email address, level of education), resume contents, and all reporting
statistics relating to Yahoo Resumes outlined in Exhibit G ("Reporting Data");
and (b) the data provided by Yahoo to Headhunter.net under Section 3.4
("Reporting Information").

SECTION 2:  GRANT OF LICENSES.


2.1      Grant of License by Headhunter.net. Subject to the terms and conditions
of this Agreement, Headhunter.net hereby grants to Yahoo:

         (a)      Headhunter.net Content. A non-exclusive, worldwide, fully
paid up, royalty free right and license to use, copy, encode, store, archive,
distribute, transmit, modify, translate, create Teaser Content, render into an
audible format, publicly display and publicly perform the Headhunter.net Content
in whole or in part via any means, including, without limitation, the Internet,
in connection with any Yahoo Property. Yahoo's and its Affiliates' license to
modify the Headhunter.net Content is limited to modifying the Headhunter.net
Content to fit the format and the look-and-feel of the Yahoo Properties. In
addition, Yahoo may, at its sole discretion, choose which data fields included
in each Headhunter.net Job Listing that it wishes to display on each page of the
Yahoo Properties.

         (b)      Headhunter.net Brand Features. A non-exclusive, worldwide,
fully paid up, royalty free right and license to use, copy, encode, store,
archive, distribute, transmit, render into an audible format, publicly display
and publicly perform the Headhunter.net Brand Features: (1) in connection with
the presentation of the Headhunter.net Content on the Yahoo Properties; and (2)
in connection with the marketing and promotion of the Yahoo Properties.

         (c)      Sublicensing Rights. The right to sublicense the rights and
licenses set forth in Sections 2.1(a) and 2.1(b) to its Affiliates and in
connection with any mirror site, derivative site, or distribution arrangement
concerning any Yahoo Property, including without limitation co-branded versions
of any Yahoo Property. All sublicenses granted under this Section 2.1(c) will be
subject to the same restrictions that apply to Yahoo with respect to the use of
the Headhunter.net Content and the Headhunter.net Brand Features.

2.2      Grant of Licenses by Yahoo.  Subject to the terms and conditions of
this Agreement, Yahoo hereby grants to Headhunter.net:

         (a)      Yahoo Resumes. A non-exclusive, worldwide, fully paid up,
royalty free right and license to use, copy, encode, store, archive, distribute,
transmit, modify and publicly display the Yahoo Resumes on the Headhunter.net
Site (either bundled with or unbundled from resumes submitted directly to
Headhunter.net, but only as part of a fee-based Headhunter.net Resume Search
service). Headhunter may not sublicense this right to any third party.
Headhunter.net's license to modify the Yahoo Resumes is limited to modifying the
Yahoo Resume to fit the format and the look-and-feel of the Headhunter.net Site.
Notwithstanding the foregoing, Headhunter.net may include non-personally
identifiable information specific to Yahoo Resumes (e.g., job title) on a
Headhunter.net Resume Search summary page (i.e., showing titles of resumes only,
and not the full Yahoo Resume) to non-paying Headhunter.net Resume Search
customers, but in no event will provide the full Yahoo Resume or any
personally-identifiable information to non-paying customers.


                                       4
<PAGE>   5

         (b)      Yahoo User Data. A non-exclusive, worldwide, fully paid up,
royalty free right and license to use Yahoo User Data internally only as
necessary to perform Headhunter.net's obligations under this Agreement. This
license does not give Headhunter.net any other rights to use, reproduce,
transmit, sell, distribute, or transfer Yahoo User Data, and Headhunter.net does
not have any right to sublicense its rights under this Section 2.2(b).
Headhunter.net agrees that its license to the Yahoo User Data shall expire at
the end of the Term (subject to the grace period specified in Section 11.4
("Effect of Termination")), or upon Yahoo's written notice of Headhunter.net's
material breach of Section 13, which breach is not cured within five (5)
Business Days. Subject to Section 11.4 ("Effect of Termination"), upon
expiration or termination of the license, Headhunter.net agrees not to use the
Yahoo User Data for any purpose and to remove all copies of the Yahoo User Data
from its databases and records.

         (c)      Yahoo Brand Features. A non-exclusive, worldwide, fully paid
up, royalty free right and license to use, copy, encode, store, archive,
distribute, transmit, and publicly display the Yahoo Brand Features identified
on Exhibit A to indicate the location of the Yahoo graphic link as further
contemplated in Section 4.9 ("Links"); and (b) as necessary to perform any
branding obligations regarding the Online Career Fairs as described in Section
4.4 ("Online Career Fairs"). All uses of the Yahoo Brand Features hereunder must
be in accordance with the Yahoo Brand Features Usage Guidelines attached as
Exhibit E.

2.3      Limited License. Each party will cooperate with the other party in
facilitating the other party's monitoring of the use of such other party's brand
features (the "Trademarks") including, but not limited to, providing specimens
of the use of the Trademarks upon the Trademark owner's reasonable request.
Nothing herein shall grant either party any right, title or interest in the
other party's Trademarks. Each party understands and agrees that all use and
goodwill associated with the other party's Trademarks will inure to the benefit
of such other party. Upon termination or expiration of this Agreement, each
party will cease to use the other party's Trademarks. Each party shall have the
right to immediately suspend the other party's use of its Trademarks, upon
written notice to the Trademark owner, if such usage is inconsistent with the
terms of this Agreement.

2.4      No Other Licenses. No licenses are granted by either party except for
those expressly set forth in this Section 2, and all rights and licenses not
expressly granted in this Section 2 are reserved by the parties. Nothing in the
Agreement restricts, or should be deemed to restrict, either party's right to
exercise any rights or licenses received from any third parties, or to grant
other or similar rights or licenses to any third parties.

SECTION 3:  YAHOO'S RESPONSIBILITIES.

3.1      Yahoo Service Pages Hosting and Design.

         (a)      Executive Producer. Headhunter.net acknowledges and agrees
that Yahoo is, and will at all times continue to be, the "executive producer" of
Yahoo Careers, including but not limited to the Yahoo Service Pages, and will,
in addition to any responsibilities that may be set forth in Exhibit C ("Service
Specifications"), control the hosting, maintenance, design, look-and-feel, and
layout of all Yahoo Service Pages. In addition, subject to Section 7 ("Limited
Exclusivity" below) Yahoo will have the sole discretion over all aspects of
Yahoo Careers and career-related content on the Yahoo Properties (e.g.,
"careers" modules on My Yahoo!, and "careers" alerts on Yahoo! Alerts), and may
post other third party content on Yahoo Careers, such as company profiles,
salary wizard, resume writing tips, etc. Throughout the Term, Yahoo may, at any
time, redesign or modify the organization, structure, specifications,
arrangement, format, "look and feel," navigation, guidelines and/or other
elements of the Yahoo Properties, including but not limited to the Yahoo Service
Pages, in its sole discretion, and will have final approval rights over all
aspects of the Service, including but not limited to the Job Posting Pages and
any changes to the Job Posting Pages. It is expressly understood that Yahoo may
promote and/or link to other areas of the Yahoo Properties from the Yahoo
Service Pages and Job Posting Pages.

         (b)      Yahoo Obligations. Notwithstanding anything to the contrary in
Section 3.1(a), Yahoo agrees to cobrand each Yahoo Service Page with the Yahoo
Brand Features and Headhunter.net Brand Features. Headhunter.net branding on the
Yahoo Service Pages will be above the fold on the same line as


                                       5
<PAGE>   6

the Yahoo branding. In addition, Yahoo agrees to include a "job query" input box
for searching the Headhunter.net Job Listings ("Query Box") either on the
Service Entry Page or on a page directly linked to the Service Entry Page, and
will place such Query Box in a prominent location (e.g., middle of the page)
above the fold. Yahoo agrees that the Yahoo Service Pages will account for no
less than [*****] percent ([*****]%) of overall Page Views on Yahoo Careers in
any given quarter. In the event the amount falls below [*****] percent
([*****]%), Yahoo will use [*****] efforts to redesign Yahoo Careers as
necessary to increase the amount to the [*****]% threshold. "Page View" means a
user's request for a page on Yahoo Careers as solely measured by Yahoo's
advertising reporting system.

3.2      Service/Online Career Fair Promotion. Yahoo will promote the Service
during the Term through fixed links on areas of the Yahoo Properties selected in
Yahoo's sole discretion, to include at a minimum links to the Service from the
Service Entry Page. In addition, Yahoo will (a) allocate [*****] dollars
(US$[*****]) of inventory for "house ads" (i.e., ads created by Yahoo and placed
on the Yahoo Properties to promote a Yahoo Property) specifically for the
promotion on the Yahoo Properties of Yahoo Careers during the Term, and (b)
provide mutually-agreed to advertising for, and links to, the Online Career Fair
Jump Pages, [*****] to Headhunter.net, on Yahoo Careers (subject to Yahoo's
standard terms and conditions for advertising). Yahoo may promote the Service,
Online Career Fairs and Yahoo Careers in any other manner at its sole
discretion. Notwithstanding the foregoing, subject to Headhunter.net's
obligation to provide such Online Career Fairs to Yahoo under Section 4.4
("Online Career Fairs") below. Yahoo agrees that it will post an Online Career
Fair Jump Page for at least twelve (12) Online Career Fairs during each year of
the Term, and at least three (3) Online Career Fairs in every three (3) month
period.

3.3      Limited Exceptions to Posting Obligation. Yahoo shall have no
obligation, express or implied, to post or otherwise include in any Yahoo
Property any portion of the Headhunter.net Content (or include any links on the
Yahoo Properties to the Headhunter.net Site, Headhunter.net Job Posting Pages or
Online Career Fairs) if, in Yahoo's reasonable judgment, such content (or
content linked from the Yahoo Properties) (a) presents any technical problems or
difficulties, (b) violates any law, regulation or order, or gives rise to civil
or criminal liability for Yahoo; or (c) does not meet the standards set forth in
Exhibit C ("Service Specifications"). In addition, Yahoo will not be required to
display an Online Career Fair Jump Page for every Online Career Fair hosted by
Headhunter.net, but may choose which Online Career Fairs to promote at its sole
discretion, provided, however, that Yahoo complies with the minimum posting
obligations set forth in Section 3.2.

3.4      Reporting Information. Yahoo shall provide Headhunter.net with a
monthly data feed of the non-personally identifiable information identified on
Exhibit G ("Reporting Data") with respect to the previous month. Such
information will be deemed "Confidential Information" (as defined in the Mutual
Non-Disclosure Agreement dated January 23, 2001), regardless of whether the
information is labeled confidential or proprietary, and may only be disclosed by
Headhunter.net to third parties in aggregate form (i.e., combined with other
data such that Yahoo's, its Affiliates, its Web sites, or its users' identities
are not traceable), and only with prior review and approval of Yahoo.

3.5      Advertising Rights. Yahoo will have the sole right to sell or otherwise
dispose of, and will retain all revenue generated from, Advertising Rights for
the Yahoo Properties (including but not limited to the Online Career Fair Jump
Page and the Yahoo Service Pages). The parties agree that the Job Posting Pages
will contain no third party advertisements. The parties will use good faith
efforts to execute, within thirty (30) days following the Effective Date, an
agreement containing terms and conditions regarding Headhunter.net's ability to
refer Employer advertisers to Yahoo for placement on Yahoo Careers as "featured
employers," or for other advertising placements on Yahoo Careers, in exchange
for a share of the revenue generated by such sales.

3.6      [*****]

         (a)      [*****]. Yahoo will provide [*****] on Yahoo Careers during
the [*****] of the Term, and [*****] in the [*****] of the Term. In the event
that Yahoo fails to deliver the number of total [*****] specified in this
Agreement for [*****] of the Term, the sole liability of Yahoo to Headhunter.net
will be limited to, at Yahoo's sole discretion, (a) extending the Term until
Yahoo's obligations have been satisfied


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with respect to the total [*****] owed hereunder; or (b) provide Headhunter.net
the remaining amount of [*****] in the form of [*****] A [*****] shall mean a
[*****], as solely measured by Yahoo's advertising reporting system. For
clarity, in the event Yahoo fails to deliver the number of total [*****] for the
[*****] of the Term, Yahoo's "make good" obligation for such [*****] period will
not begin until the end of [*****] of the Term, and will be combined with
Yahoo's make good obligations, if any, for the [*****] of the Term. [*****]
delivered to Headhunter.net above the guaranteed minimum in the [*****] will be
credited against the guaranteed minimum owed in the [*****]. When, at anytime
during the Term, the total [*****] guarantee has been reached, Headhunter.net
will pay for [*****]on a [*****] basis per Section 6.3 ("Additional [*****])
below.

         (b)      Audit. Headhunter.net acknowledges and agrees that the [*****]
statistics provided by Yahoo are the official, definitive measurements of
Yahoo's performance on [*****] delivery obligations. The processes and
technology used to generate such statistics have been certified and audited by
the Audit Bureau of Circulations (ABC Interactive). In addition, Ernst & Young,
LLP has reviewed and examined the effectiveness of Yahoo's controls over its
advertising measurement and reporting functions and the use of standard
methodologies and metrics as defined by the Internet Advertising Bureau (IAB)
("E&Y Opinion). Licensor shall have access to the E&Y Opinion currently located
at https://processcertify.ey.com/yahoo/attestation.html. No other measurements
or [*****] statistics (including those of Headhunter.net or any third party)
will be applicable to this Agreement. Notwithstanding the foregoing, at the end
of the Term, in the event that Headhunter.net, in its reasonable discretion,
suspects an error in Yahoo's accounting regarding [*****] statistics,
Headhunter.net shall have the right, upon reasonable notice and at its own
expense, to have a Yahoo-approved certified independent accountant inspect and
audit such books and records of Yahoo that are relevant to the [*****]
statistics provided to Headhunter.net. In the event that any such audit shall
reveal an underreporting of more than [*****] percent ([*****]%) of [*****] over
the Term, Yahoo will reimburse Headhunter.net for the reasonable cost of such
audit.

3.7      Yahoo Resumes. On or before [*****], Yahoo will deliver to
Headhunter.net all Yahoo Resumes and associated Yahoo Resume User contact
information (i.e., those resumes and resume contact information for which Yahoo
has previously received the Yahoo Resume User's express permission to provide to
third parties) in its possession. In addition, Yahoo will deliver to
Headhunter.net a daily, incremental feed of all Yahoo Resumes submitted on Yahoo
Careers, to enable Headhunter.net to incorporate the Yahoo Resumes into the
greater Headhunter.net Resume Search database, subject to Sections 4.3
("Headhunter.net Resume Search") and Section 13 ("User Data"). Over the Term,
but no earlier than two (2) weeks following the Effective Date, Yahoo agrees to
use [*****] efforts to incorporate any mutually-agreeable resume data entry
fields requested by Headhunter.net (subject to Yahoo privacy standards) into its
Yahoo Resume submission tool, such that Yahoo Resumes submitted to
Headhunter.net include standardized Headhunter.net Resume Search data fields.

SECTION 4:  HEADHUNTER.NET'S RESPONSIBILITIES.

4.1.     Headhunter.net Content. Headhunter.net will provide Yahoo with all the
Headhunter.net Content available on the Headhunter.net Site (including but not
limited to specifications for desired data entry fields for Yahoo Resume
submission) on or before the Effective Date, and will provide updated feeds of
the Headhunter.net Content to Yahoo, and any Enhancements, to Yahoo two times
each day in accordance with the data requirements, functionality specifications,
and performance criteria specified on Exhibit C ("Service Specifications") and
Exhibit H ("Yahoo Data Exchange Requirements"). Headhunter.net will ensure that
Yahoo receives the most comprehensive and current Headhunter.net Content as that
included on the Headhunter.net Site at any given time during the Term. In
addition, within sixty (60) days following Yahoo's request based on User demand,
Headhunter.net agrees to translate the Headhunter.net Job Listings into any
foreign language requested by Yahoo.

4.2      Job Posting Pages. Headhunter.net will be responsible for the hosting
and maintenance of the Job Posting Pages; provided, however, that Yahoo will
have final approval rights over the Job Posting Pages and any changes to the Job
Posting Pages, and may include links on the Job Posting Pages to the Yahoo


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Properties at its sole discretion. Headhunter.net will ensure that all Employers
are clearly notified on the Job Posting Pages, and in any other instance that an
Employer provides a job to Headhunter.net, that their job listings will be made
available on the Yahoo Properties and other third party sites. Headhunter.net
will work with Yahoo to create a co-branded page hosted by Yahoo directing Yahoo
customers to post batch listings with Headhunter.net. Such page will link from
an area of Yahoo Careers specified by Yahoo, and will contain a 1-800 number and
e-mail address for a dedicated Yahoo sales contact (as specified in Section 4.7
("Customer Service/Support") below), as well as a link to a Headhunter.net
privacy policy that conforms with the Yahoo Privacy Policy.

4.3      Headhunter.net Resume Search. Headhunter.net agrees that it will make
all Yahoo Resumes provided to it during the Term available to paying Employer
customers only without additional charge to the Yahoo Resume User or Yahoo, and
will promptly notify its Headhunter.net Resume Search customers (via a
Yahoo-approved notice) that it has augmented its resume offerings with the Yahoo
Resumes. Headhunter.net will simultaneously update all Yahoo Resumes included in
Headhunter.net Resume Search with each new Yahoo Resumes feed to Headhunter.net.
Headhunter.net must not make the Yahoo Resumes available to non-paying
customers, but may include non-personally identifiable information specific to
Yahoo Resumes (e.g., resume title) on a Headhunter.net Resume Search summary
page (i.e., showing titles of resumes only, and not the full Yahoo Resume). In
no event will Headhunter.net provide the full Yahoo Resume or any
personally-identifiable information to non-paying customers. Headhunter.net will
ensure that all Yahoo Resume listings in response to a Headhunter.net Resume
Search include mutually-agreeable Yahoo branding to indicate the origination of
the Yahoo Resume (see Exhibit D-4). In addition, Headhunter.net will ensure that
Employers who reply to Yahoo Resume Users use a mandatory e-mail "reply"
template that indicates to the Yahoo Resume User that the Employer received his
or her Yahoo Resume, as originally submitted via Yahoo Careers, on the
Headhunter.net Site. Neither Headhunter.net nor its resellers or agents may
initiate direct online or offline contact with any Yahoo Resume User.

4.4      Online Career Fairs. Headhunter.net will host and maintain the Online
Career Fairs (excluding the Online Career Fair Jump Page, which will be hosted
and maintained by Yahoo), which shall be prominently co-branded with the Yahoo
Brand Features, and will manage the sales, support and overall marketing for the
Headhunter.net Online Career Fairs. Headhunter agrees that it will hold at least
twelve (12) Online Career Fairs during each year of the Term, and at least three
(3) Online Career Fairs in every three (3) month period.

4.5      Service Specifications. Headhunter.net shall design and operate the
Service during the Term in accordance with Exhibit C ("Service Specifications")
and will generally maintain, at its own cost, servers and other equipment
adequate to support its obligations under this Agreement.

4.6      Security. Headhunter.net agrees to comply with the security standards
as set forth in Section IV in Exhibit C ("Service Specifications"). If at any
time Headhunter.net becomes aware of a deficiency in Headhunter.net's security,
Headhunter.net will notify Yahoo as soon as possible. If Headhunter.net fails to
conform its operation of the Headhunter.net Site and Job Posting Pages to its
stated security policies and procedures or fails to remedy a material deficiency
in its security, such act or inaction may be considered a material breach of
this Agreement, subject to termination by Yahoo pursuant to Section 11.2
("Termination for Cause"). Headhunter.net agrees to make best efforts to
complete a third-party audit of its security operations performed prior to the
[*****], by a national and reputable audit firm, and will make the summary audit
available for Yahoo's review. Alternatively, Headhunter.net may provide Yahoo
with the results of a third-party audit of its security operations performed in
[*****] 2000, by a national and reputable audit firm, for its review; provided,
however, that in the event Yahoo is unsatisfied with the results, at its sole
discretion, Headhunter.net must undergo a new audit by [*****]. In addition,
Headhunter.net will complete a second audit, at Yahoo's request and at Yahoo's
expense, during the Term. In the event Headhunter.net makes any material
hardware, software or system changes to the Headhunter.net Site or the Job
Posting Pages and/or its security procedures during the Term, Headhunter.net
agrees to complete a second audit at its expense. Such audits will include all
standards included in Section IV of Exhibit C.

4.7      Customer Service/Support. Headhunter.net will support, via the
Headhunter.net Job Post Technology, the ability for Employers to enter a single
job listing on the Job Posting Pages via a secure credit card transaction, and
will confirm each completed job posting submission by an Employer with a


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confirmation page served immediately upon submission of the job posting request,
as well as a mutually-agreeable, co-branded confirmation e-mail (which
references the Job Posting Pages) within twenty-four (24) hours following the
submission of the job posting request. Headhunter.net will be responsible for
all customer service for the Job Posting Pages, Headhunter.net Resume Search and
Online Career Fairs in accordance with the "Yahoo Customer Care Service Level
Guidelines" attached hereto as Exhibit F, and will provide Yahoo's Customer Care
Department with password-protected access to all Yahoo Resumes included on
Headhunter.net Resume Search. During the Term, Headhunter.net will appoint a
managerial or higher-level sales contact dedicated to Headhunter.net job
posting/resume search product sales support for Yahoo and Yahoo-referred
customers, and will post an e-mail link and 1-800 number for Headhunter.net
customer service on all Job Posting Pages.

4.8      Billing. At no expense to Yahoo, Headhunter.net will be solely
responsible for all billing activities related to the Headhunter.net Site
(including but not limited to the Headhunter.net Resume Search and Online Career
Fairs), and the Job Posting Pages, including but not limited to billing, payment
processing, and collections. Headhunter.net agrees that it will fully and
prominently disclose on any such product pages any special conditions on the
service or products located on such pages. Headhunter will ensure that all
Headhunter.net services provided through the Job Posting Pages are offered to
customers on [*****] terms, including pricing and support terms, than those
generally provided by Headhunter.net to its [*****] on the Headhunter.net Site.
Under no circumstances shall Headhunter.net (a) charge any Employer an
additional fee to post the Employer's job listing on the Yahoo Properties; (b)
charge a Yahoo Resume User an additional fee to make his/her Yahoo Resume
searchable on Headhunter.net Resume Search; or (c) charge Yahoo or any Affiliate
a fee to post its own, internal job listings (i.e., for positions open at Yahoo
or an Affiliate) via Headhunter.net.

4.9      Links. Headhunter.net will place and maintain a Yahoo graphic link on
all Job Posting Pages and Online Career Fair pages, and on all pages of the
Headhunter.net Site that Users reach by clicking-through directly from the Yahoo
Properties. Such Yahoo graphic link will (a) be placed in a manner mutually
approved by Yahoo and Headhunter.net; (b) contain the Yahoo name and logo
exactly as provided by Yahoo; (c) no smaller than [*****] ([*****]) pixels wide
by [*****] ([*****]) pixels high; and (d) directly link the User back to a page
on the Yahoo Properties designated by Yahoo without spawning intervening
windows, redirects, or web pages. In no event may Headhunter.net include any
intervening windows, redirects or web pages (e.g., "pop-up ads") on the Service
or Headhunter.net Resume Search.

4.10     Exclusion of Restricted Companies on Headhunter.net-hosted Sites.
Headhunter.net will ensure that the following pages will not contain graphics,
hyperlinks, banner ads, offers, or similar material or promotions for any
Restricted Company, or automatically spawn other pop-up windows or redirects to
graphics, hyperlinks, banner ads, offers, or similar material or promotions for
a Restricted Company: (a) any page of the [*****]; (b) any page of the [*****]
(except as agreed-to by Yahoo in writing), or (c) any page of the Headhunter.net
Site that Users reach by [*****]. The foregoing restriction shall not apply to
Restricted Company job listings posted by a Restricted Company via
Headhunter.net products.

4.11     Reporting Information. Headhunter.net shall provide Yahoo with
password-protected access to the search statistics set forth on Exhibit G
("Reporting Data"), to appear in a mutually-agreeable format. In addition, each
month Headhunter.net will provide Yahoo with a report containing the data
provided by Yahoo to Headhunter.net pursuant to Section 3.4 ("Reporting
Information") above.

4.12     Liquidated Damages. In the event that Headhunter.net fails to meet, in
a material way, any of the Service standards set forth in Sections 4.1
("Headhunter.net Content") to 4.11 ("Reporting Information") above, then Yahoo
will receive liquidated damages equal to the following amounts, beginning upon
written notice of the failure to Headhunter.net, which failure is not cured
within [*****] Business Days from notice:

         1-3 days: $[*****] per day
         4-6 days: $[*****] per day
         7-8 days: $[*****] per day
         Each day over 8 days: $[*****] plus $[*****] per day


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Headhunter.net must make such payment with the subsequent quarterly payment due.
In addition, any failure to adhere to such standards will be considered a
material breach of this Agreement subject to termination by Yahoo pursuant to
Section 11.2 ("Termination for Cause").

SECTION 5: DEVELOPMENT OF SERVICE; ENHANCEMENTS.

5.1      Development of Service. Headhunter.net will devote all engineering
resources necessary for Yahoo to achieve the Service Launch Date by midnight
March 6, 2001, and will provide on-going assistance to Yahoo with regard to
technical, administrative and service-oriented issues relating to the
utilization, encoding, transmission and maintenance of the Headhunter.net
Content, as Yahoo may reasonably request. The Service will be publicly launched
only upon Yahoo's final approval of Service test results. Following the Service
Launch Date, Headhunter.net will, at no cost to Yahoo, (a) provide on-going
assistance to Yahoo with regard to technical, administrative and
service-oriented issues relating to the utilization, transmission and
maintenance of the Headhunter.net Content, and with regard to all other aspects
of the Service; and (b) make engineers available to Yahoo as necessary to work
through and correct bugs and to collaborate on Enhancements and functional
adjustments and improvements per Section 5.2 below. Headhunter.net must resolve
technical issues within [*****] ([*****]) hours of first contact to the
following emergency contact (or successor): techoncall@headhunter.net.
Headhunter.net shall immediately notify Yahoo with the name of any successor
emergency contact.

5.2      Enhancements and Competitiveness. Headhunter.net will inform Yahoo of
any Enhancements that Headhunter.net makes to the Headhunter.net Content and
Headhunter.net Job Post Technology on the Headhunter.net Site or provides to
third parties. Headhunter.net will not incorporate any Yahoo intellectual
property into any Enhancements. To the extent that Enhancements are developed
and are approved of for use as part of the Service by Yahoo, Headhunter.net will
make each Enhancement available to Yahoo at no charge immediately, and in any
event, no later than such approved Enhancement is made available by
Headhunter.net to any third party. Headhunter.net will commit reasonable
engineering resources, as well as provide Yahoo with release notes detailing the
changes reflected in any Enhancement, to ensure that such Enhancement is
successfully integrated into the Service. Development of Enhancements for the
Service in no way confers upon Headhunter.net any right, title, or interest in
the Yahoo Properties, Yahoo Brand Features, Yahoo look and feel, or any other
Yahoo intellectual property or revenue.

SECTION 6: FEES & REVENUE SHARE.

6.1      Resume Fee. In consideration of Yahoo's exclusive provision to
Headhunter.net of the Yahoo Resumes per Section 7.2 ("Yahoo Resumes"),
Headhunter.net will pay to Yahoo a non-refundable, non-creditable fee of Five
Hundred Thousand Dollars (US$500,000) (the "Resume Fee"). Headhunter.net must
pay such fee no later than [*****], but in no event no sooner than [*****] Yahoo
represents and warrants that as of the date Yahoo provides the Yahoo Resumes to
Headhunter.net on an exclusive basis, Yahoo will [*****] of a [*****] to provide
[*****] to end customers to the Yahoo Resumes.

6.2      Slotting Fee. In consideration of Yahoo's performance and obligations
set forth in this Agreement, Headhunter.net will pay Yahoo a total
non-refundable, non-creditable slotting fee equal to Twenty Five Millions
Dollars ($25,000,000) (the "Slotting Fee") [*****], payable in accordance with
the Payment Schedule set forth as Exhibit B ("Payment Schedule"). [*****] of the
first Slotting Fee payment shall be designated as a non-refundable,
non-creditable set-up fee for Yahoo's integration of the Headhunter.net Content
into the Yahoo Service Pages hereunder.

6.3      Additional [*****]. For each [*****] delivered by Yahoo beyond the
guaranteed minimums set forth in Section 3.6 ("[*****]"), Headhunter.net will
pay Yahoo [*****] per [*****]. Headhunter.net will make such payments to Yahoo
monthly (beginning a month after the date the minimum [*****] threshold has been
reached for the Term), per an invoice to be provided by Yahoo.

6.4      [*****] Fee. Headhunter.net will pay Yahoo a non-refundable,
non-creditable amount of One Million Six Hundred Eighty-Seven Thousand Five
Hundred Dollars (US $1,687,500) in the event that


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Yahoo delivers [*****] or more [*****] to Headhunter.net during the Term. Such
payment shall be payable by Headhunter.net in equal quarterly payments during
the Term, with the first payment due within thirty (30) days of the date Yahoo
delivers the [*****] to Headhunter.net, and any balance outstanding due
immediately upon any expiration or termination of this Agreement. In addition,
for each additional [*****] provided to Headhunter.net during the Term,
Headhunter.net will pay to Yahoo an additional non-refundable, non-creditable
amount of Five Hundred Thousand Dollars ($500,000) within thirty (30) days of
such date (if any) that Yahoo delivers to Headhunter.net the additional [*****];
provided, however, that in the event Yahoo delivers an additional [*****] in the
last six (6) months of the Term, the payment will be as follows: (1) if received
by Headhunter.net in the [*****] before the end of the Term, Three Hundred Fifty
Thousand Dollars ($350,000); (2) if received by Headhunter.net in the [*****]
before the end of the Term, Two Hundred Fifty Thousand Dollars ($250,000); and
(3) if received by Headhunter.net in the [*****] before the end of the term, One
Hundred Thousand Dollars ($100,000). A [*****] is [*****] if the data entered by
a [*****]. In the event that the percentage of [*****] to all [*****]
to Headhunter.net in any month period is less than [*****] percent ([*****]%),
Yahoo shall have the right to (a) request an audit, per Section 6.9 below, of
Headhunter.net records related to its determination of [*****]; and (b)
designate, in its reasonable discretion, new threshold requirements to those set
forth in this Section 6.4. Headhunter.net agrees to provide Yahoo with a monthly
report of total [*****] received from Yahoo, in a mutually-agreed upon format.

6.5      Job Posting Pages Revenue Share. Headhunter.net will pay Yahoo [*****]
percent ([*****]%) of net revenue (i.e., gross revenue minus credit card fees
and credits) received by Headhunter.net, for any single job-posting (non-batch)
or resume search access services offered on the Headhunter.net Site or Job
Posting Pages, from any Yahoo-originated Customer (as defined below). However,
in the event that Yahoo-originated Customers generate, in total, more than
[*****] or more Headhunter.net Job Listings (via single-listing (non-batch)
services) per day on average during any quarter, Headhunter.net will pay Yahoo
[*****] percent ([*****]%) of net revenue for such quarter. A Yahoo-originated
Customer is defined as any User who clicks over to the Job Posting Pages from
the Yahoo Properties, or calls Headhunter.net, based on a sales contact number
provided on the Yahoo Service Pages, regarding single-job posting services (in
which case Headhunter.net will direct the User to the Job Posting Pages). For
clarity, such User will always be treated as a Yahoo-originated Customer during
the Term regardless of whether it purchases single-job posting products via the
Job Posting Pages, or directly through the Headhunter.net Site. Headhunter.net
will take all steps necessary to accurately track Yahoo-originated Customers as
originating from the Yahoo Properties and to track each such Yahoo-originated
Customer's single-job submissions to the Job Posting Pages or the Headhunter.net
Site. At a minimum Headhunter.net will tag each Yahoo-originated Customer with a
unique identifier that is tracked to the Yahoo-originated Customer's account.
All such identifying information must be treated by Headhunter.net in accordance
with Section 13 ("User Data").

6.6      Online Career Fair Revenue Share. Headhunter.net will pay Yahoo [*****]
percent ([*****]%) of net revenue (i.e., gross revenue minus agency fees and
credits) received by Headhunter.net for any other revenue (including but not
limited to Employer participation, promotions and advertising) specific to each
Online Career Fair (including the Online Career Fair component of a bundled
product). The foregoing does not affect Yahoo's right to retain Advertising
Rights to the Online Career Fair Jump Page per Section 3.5 ("Advertising
Rights").

6.7      Payment Terms. The payments due to Yahoo under this Agreement will be
made by Headhunter.net via wire transfer into Yahoo's main account pursuant to
the wire transfer instructions set forth in Section 6.8 below. Unless otherwise
specified above, Headhunter.net will pay to Yahoo all such amounts within thirty
(30) days following the calendar quarter in which received by Headhunter.net,
where applicable. Amounts not paid on or before each due date will bear interest
at the rate of one and a half percent (1 1/2%) per month (or the maximum
interest permitted by law, if less), from due date until paid. Notwithstanding
the foregoing, any failure by Headhunter.net to make payments hereunder will
constitute a material breach of this Agreement, subject to termination by Yahoo
pursuant to Section 11.2 ("Termination


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for Cause"). In addition, in the event that Headhunter.net fails to pay, by the
[*****] due date, the [*****] Slotting Fee payment referenced in Exhibit B
("Payment Schedule"), Yahoo will have the right to collect from Headhunter.net
an additional [*****] Dollar ($[*****]) penalty fee. Headhunter.net will be
responsible for all reasonable expenses (including attorneys' fees) incurred by
Yahoo in collecting any overdue payments. All revenue share payments shall be
accompanied by a report that describes in detail the total amount of payments
received by Headhunter.net from sales of the applicable service, less credits
and credit card chargebacks deducted from the invoiced amount, and the
calculation of revenue share payments to Yahoo, as applicable.

6.8      Wire Transfer Instructions.

Yahoo's Bank Information:

[*****]

6.9      Audit. Headhunter.net shall keep and maintain complete and accurate
accounting and sales books and records in accordance with generally accepted
methods of accounting for all transactions relevant to Section 6.5 ("Job Posting
Pages Revenue Share") through 6.6 ("Online Career Fair Revenue Share"), and
regarding its determination of [*****] (as defined in Section 6.4) for six (6)
months after the last payment is due under this Agreement. Yahoo shall have the
right, upon reasonable notice and at its own expense, no more than once per
year, to have a certified independent accountant inspect and audit such books
and records that are relevant to the payments set out in such sections (and
those books and records of any affiliate and subsidiary of the Headhunter.net
that may be relevant to such payments), provided that in the event that any
audit shall reveal an underpayment of more than [*****] percent ([*****]%) of
the amounts due to Yahoo for any calendar quarter, Headhunter.net will reimburse
Yahoo for the reasonable cost of such audit. Headhunter.net will pay Yahoo the
amount of any underpayment within fourteen (14) days following completion of the
audit, along with interest for the period from the original due date to the
actual payment date thereon calculated at the lesser rate of (i) one and
one-half percent 1.5% per month or (ii) the maximum amount allowed by law.

SECTION 7: LIMITED EXCLUSIVITY.

7.1      Job Listings.  Beginning two (2) weeks following the Effective Date and
throughout the Term of the Agreement, Headhunter.net will be Yahoo's exclusive
provider of job listings on Yahoo Careers.


7.2      Yahoo Resumes. Headhunter.net understands and acknowledges that Yahoo
has a[*****] for making Yahoo Resumes available to Employers [*****]. However,
[*****], Yahoo agrees to use Headhunter.net as its exclusive third party
"reseller" (e.g., a third party who makes Yahoo Resumes available to Employers)
of Yahoo Resumes.

7.3      Advertising.  During the Term, Yahoo shall not place advertisements for
any Headhunter.net Competitor on [*****]. This restriction does not apply to (a)
[*****]; (b) advertisements for [*****] placed on Yahoo Careers prior to March
18, 2001; or (c) [*****].

7.4      Online Career Fairs. Headhunter.net will be the exclusive provider of
Online Career Fairs linked from, or provided on, Yahoo Careers.

7.5      Termination of Exclusivity. In order to retain or receive the
exclusivities set forth in this Section 7, Headhunter.net must remain in
compliance with the material terms and conditions of the Agreement, and meet the
following additional criteria throughout the Term: (a) the products offered by
Headhunter.net on the Headhunter.net Site and Job Posting Pages must be [*****];
(b) Headhunter.net must be one of the top


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[*****] sites for the on-line posting of jobs and searching of resumes (as
determined, to the extent practical, over a reasonable period of time, by an
independent, qualified and industry-recognized third party (e.g., Media Metrix)
based on the quantity and quality of customers and product offerings); and (c)
the number of Headhunter.net Job Listings provided by Headhunter.net to Yahoo in
any [*****] for a particular Demographic Area or job category (e.g., IT or
health care) must equal at least [*****] percent ([*****]%) of the average daily
number of listings carried by [*****] for such Demographic Area or job category.
In the event of a deficiency under subsection (c), which is not cured by
Headhunter.net within thirty (30) days of Yahoo's written notice, Yahoo may
[*****]. In addition, Yahoo may, at its sole discretion, terminate
Headhunter.net's exclusivities under this Section, rather than terminating the
entire Agreement, in the event that Headhunter.net is in breach of any of its
payment obligations hereunder, which breach is not cured within ten (10) days,
or is in material breach of the Agreement in general, which breach is not cured
within thirty (30) days.

7.6      Existing Yahoo Customers. Headhunter.net acknowledges and agrees that
Yahoo may refer its current third party job posting aggregators to
Headhunter.net, and that Headhunter.net will provide job posting services
directly to such third parties under at least the same terms and pricing offered
by Headhunter.net to other third parties. In addition, Headhunter.net agrees
that Yahoo may continue to post, until the end of the original posting period,
any "single-post" job listings posted on Yahoo Careers prior to the Effective
Date, free of any obligation to Headhunter.net.

7.7      Limitations. The exclusivities in this Section 7 do not preclude Yahoo
from (a) entering into an advertising relationship with any third party except
as expressly stated in Section 7.3; (b) [*****]; (c) [*****]; (d) including
Yahoo's or its Affiliates own internal company job listings on the Yahoo
Properties, or linking to such listings from anywhere on Yahoo Careers; (e)
[*****]; or (f) otherwise conducting its normal course of business with any
third party on any Yahoo Property other than Yahoo Careers. For clarity, Yahoo
agrees that a Featured Employer advertisement on Yahoo Careers will never link
directly to the Featured Employer's Internet site.

SECTION 8: REPRESENTATIONS AND WARRANTIES.

8.1      Headhunter.net Commitments for Headhunter.net Services. Headhunter.net
understands and acknowledges that the quality and consistency of the Service
will affect the quality of the Yahoo Brand Features. Accordingly, Headhunter.net
agrees to meet all of the specifications set forth in this Agreement regarding
the Service. Without limitation, failure by Headhunter.net to meet the criteria
for any of these responsibilities will constitute a material breach of this
Agreement, subject to termination by Yahoo in accordance with Section 11.2
("Termination for Cause").

8.2      Headhunter.net Commitment to Provide Headhunter.net Services That Are
at Least Equal to Services at Its Own Web Site or in Support of Others. To the
extent that Headhunter.net provides services on the Headhunter.net Site that are
similar to any of the Services called for under this Agreement, Headhunter.net
agrees to provide a level of service for Yahoo that is of the same or better
quality as the service it provides in support of the Headhunter.net Site. If
Headhunter.net's services for its own or others' web sites improve beyond the
minimum levels described in this Agreement, Headhunter.net will provide the same
or a better level of service for Yahoo. Without limitation, failure by
Headhunter.net to substantially comply with this obligation will constitute a
material breach of this Agreement, subject to termination by Yahoo in accordance
with Section 11.2 ("Termination for Cause").

8.3      Headhunter.net General Warranty.  Headhunter.net represents and
warrants that:


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         (a)      There are no pending or threatened claims, suits, actions or
charges against Headhunter.net alleging any violation of licenses, laws, rules
and regulations; and

         (b)      The Headhunter.net Content and Headhunter.net Job Post
Technology shall be free from material errors.

8.4      General Warranties. The parties covenant, represent, and warrant to
each other that:

         (a)      They have the power and right to enter into this Agreement and
to grant all rights and licenses conveyed hereby and that their performance of
this Agreement shall be free and clear of all liens and encumbrances;

         (b)      They are duly qualified and in good standing under the laws of
each jurisdiction where the conduct of their business requires such
qualification;

         (c)      They have [*****], and will [*****] during the Term, any
[*****] which [*****] or which [*****] of this Agreement;

         (d)      They will [*****] the other, its Affiliates and their
employees, representatives and agents relating to the [*****], including without
limitation, any [*****] during the Term of the Agreement; and

         (e)      They will comply with all applicable state and federal laws
and regulations governing the provision of the functionality and services
provided under this agreement, including, but not limited to, state laws and
regulations regarding User privacy.

SECTION 9: INDEMNIFICATION.

         Headhunter.net, at its own expense, will indemnify, defend and hold
harmless Yahoo, its Affiliates and their employees, representatives, agents and
affiliates, against any claim, suit, action, or other proceeding brought against
Yahoo or an Affiliate based on or arising from (a) any claim that the
Headhunter.net Content, Headhunter.net Job Post Technology, or Headhunter.net
Brand Features infringe in any manner any Intellectual Property Right of any
third party or contains any material or information that is obscene, defamatory,
libelous, slanderous, that violates any person's right of publicity, privacy or
personality, violates a law or regulation, or has otherwise resulted in any
tort, injury, damage or harm to any person; (b) a breach of Sections 8
("Representations and Warranties") or 13 ("User Data") of this Agreement; or (c)
any claim or liability arising out of any aspect of the services provided
through Headhunter.net Site (including but not limited to Headhunter.net Resume
Search), the Headhunter.net Online Career Fairs or the Job Posting Pages;
provided, however, that in any such case: (x) Yahoo provides Headhunter.net with
prompt notice of any such claim; (y) Yahoo permits Headhunter.net to assume and
control the defense of such action, with counsel chosen by Headhunter.net (who
shall be reasonably acceptable to Yahoo); and (z) Headhunter.net does not enter
into any settlement or compromise of any such claim without Yahoo's prior
written consent, which consent shall not be unreasonably withheld.
Headhunter.net will pay any and all costs, damages, and expenses, including, but
not limited to, reasonable attorneys' fees and costs awarded against or
otherwise incurred by Yahoo or an Affiliate in connection with or arising from
any such claim, suit, action or proceeding. It is understood and agreed that
Yahoo does not intend and will not be required to edit or review for accuracy or
appropriateness any Headhunter.net Content.

SECTION 10:  LIMITATION OF LIABILITY.

             EXCEPT AS PROVIDED IN SECTION 9, UNDER NO CIRCUMSTANCES SHALL
HEADHUNTER.NET, YAHOO, OR ANY AFFILIATE BE LIABLE TO ANOTHER PARTY FOR INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THIS
AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR
LOST BUSINESS.

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SECTION 11:  TERM AND TERMINATION.

11.1     Term. This Agreement will become effective as of the Effective Date and
shall, unless sooner terminated as provided below or as otherwise agreed, remain
effective for a period of [*****] following the Effective Date.

11.2     Termination for Cause. Notwithstanding the foregoing, this Agreement
may be terminated by either party immediately upon notice if the other party:
(a) becomes insolvent; (b) files a petition in bankruptcy; (c) makes an
assignment for the benefit of its creditors; (d) breaches any of its obligations
under this Agreement in any material respect (including but not limited to
Headhunter.net's breach of Sections 4 or 5 herein), including all breaches
identified in the Agreement as cause for termination, (including but not limited
to the conditions specified in Sections 4.12 ("Liquidated Damages")); and (e)
which breach is not remedied within thirty (30) days (ten (10) days for failure
to make a payment hereunder) following written notice to such party.

11.3     Additional Termination by Yahoo. Notwithstanding anything to the
contrary herein, Yahoo may terminate the Agreement (a) immediately in the event
that, through no fault of Yahoo, the Service Launch Date has not occurred by
[*****]; (b) upon sixty (60) days written notice in the event that the
Headhunter.net Content decreases by more than [*****] percent ([*****]%) from
the amount initially provided to Yahoo hereunder, as determined over any
calendar quarter; or (c) at anytime upon thirty (30) days written notice to
Headhunter.net if any [*****] more than a [*****] in Headhunter.net.

11.4     Effect of Termination. Any termination pursuant to this Section 11
shall be without any liability or obligation of the terminating party, other
than with respect to any breach of this Agreement prior to termination. The
rights afforded the parties under this Section 11 will not be deemed to be
exclusive, but shall be in addition to any rights or remedies provided by law.
Notwithstanding the foregoing, upon expiration of the Agreement, or on the date
the Agreement otherwise terminates for any other reason other than for a breach
by Yahoo (the "Effective Date of Termination"), Headhunter.net shall continue to
provide Yahoo with the Headhunter.net Job Listings until (a) Yahoo gives
Headhunter.net written notice that it or a third party is ready to provide job
listings, or (b) [*****] days from the Effective Date of Termination, whichever
is earlier. In addition, upon expiration of the Agreement, or on the date the
Agreement otherwise terminates for any other reason other than for a breach by
Headhunter.net, Headhunter.net may continue to provide third party search access
to Yahoo Resumes (as provided by Yahoo prior to the expiration or termination
date), on a non-exclusive basis, for a period of [*****]. Upon any termination
or expiration of this Agreement, Headhunter.net shall transfer all archived
Yahoo User Data, including but not limited to the Yahoo Resumes (subject to the
[*****] grace period specified above), to Yahoo, and to remove all copies of
Yahoo User Data from its databases and records; (b) all outstanding payments due
prior to such termination or expiration shall become immediately due; and (c)
the following sections shall survive: Sections 3.6, 8, 9, 11, 12, 13, 14, 16, 18
and this Section 11.4.

SECTION 12:  OWNERSHIP.

12.1     By Headhunter.net. Yahoo acknowledges and agrees that: (a) as between
Headhunter.net on the one hand, and Yahoo and its Affiliates on the other,
Headhunter.net owns all right, title and interest in the Headhunter.net Content,
Headhunter.net Job Post Technology, Headhunter.net Brand Features,
Headhunter.net Site, Job Posting Pages, Online Career Fairs (excluding the
Online Career Fair Jump Page, but including any Headhunter.net Content included
on the Online Career Fair Jump Page), Headhunter.net Resume Search (excluding
any Yahoo Resumes in Headhunter.net Resume Search) and Employer Data; and (b)
nothing in this Agreement shall confer in Yahoo or an Affiliate any right of
ownership in the foregoing.

12.2     By Yahoo. Headhunter.net acknowledges and agrees that: (a) as between
Headhunter.net on the one hand, and Yahoo and its Affiliates on the other, Yahoo
or the Affiliates own all right, title and interest in any Yahoo Property and
the Yahoo Service Pages (except for any Headhunter.net Content or Headhunter.net
Brand Features appearing thereon), Yahoo Resumes, Online Career Fair Jump Page
(excluding any Headhunter.net Content included on the Online Career Fair Jump
Page), the Yahoo Brand Features, and the Yahoo User Data; and (b) nothing in
this Agreement shall confer in Headhunter.net any

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right of ownership in the foregoing. Yahoo and its Affiliates shall own any
derivative works created hereunder which incorporate the Headhunter.net Content,
excluding the Headhunter.net Content itself. Headhunter.net assigns to Yahoo any
interest it may have or acquire in all Yahoo User Data and further agrees not to
reproduce, distribute, or make any use of Yahoo User Data except as expressly
provided for in this Agreement.

12.3     No Licenses. No licenses are granted by either party except for those
expressly set forth in this Agreement.

SECTION 13: USER DATA.

13.1     Yahoo User Data. As between Yahoo and Headhunter.net, all Yahoo User
Data shall be solely owned by Yahoo. Headhunter.net agrees to do nothing
inconsistent with such ownership, including but not limited to, distributing any
Yahoo User Data, permitting Employers to search Headhunter.net Resume Search
without specifically agreeing to abide by the terms of the Yahoo Privacy Policy,
or using the Yahoo User Data other than as expressly permitted in this
Agreement. Yahoo agrees that Headhunter.net will have [*****] to implement any
changes that Yahoo makes to the Yahoo Privacy Policy, as provided to
Headhunter.net by Yahoo, to the Headhunter.net Privacy Policy, Headhunter.net
Site and Job Posting Pages. The Yahoo User Data will be deemed "Confidential
Information" (as defined in the Mutual Non-Disclosure Agreement dated January
23, 2001), regardless of whether the information is labeled confidential or
proprietary. Yahoo User Data may not be disclosed to any third party except (i)
Headhunter.net's professional accountants or attorneys who are bound by a duty
of confidentiality and non-disclosure or to copyright rights holders who, under
U.S. copyright law, have the legal right to review such information; and (ii) as
part of an aggregated summary which does not contain any personally identifiable
information, and only if, in both cases, the information does not contain any
references to or means of identifying Yahoo, its Affiliates, its Web sites or
the Users.

13.2     Employer Data. All Employer Data shall be the confidential information
of, and shall be owned by, Headhunter.net, but must be used only in accordance
with the Yahoo Privacy Policy. Headhunter.net agrees that under no
circumstances, during the Term, shall any Employer Data be: (i) disclosed to any
Restricted Company (including any representative or employee of any Restricted
Company); (ii) disclosed to any third party in a manner that identifies a
relationship between such Employer Data and Yahoo (e.g., usage statistics); OR
(III) COLLECTED FROM ANY THIRD PARTY WHO HAS NOT FIRST BEEN CLEARLY INFORMED,
PER SECTION 4.2 ("JOB POSTING PAGES") THAT HEADHUNTER.NET WILL DISCLOSE THE
HEADHUNTER.NET JOB LISTINGS TO YAHOO AND THIRD PARTIES.

13.3     Privacy Policy. The parties agree to implement adequate security
protections to ensure the privacy of Yahoo User Data and Employer Data. The
parties further agree (i) to post a privacy policy on their respective Web sites
(i.e., Yahoo Properties, Headhunter.net Site, Job Posting Pages, Headhunter.net
Resume Search and the Online Career Fairs) that, at a minimum, discloses any and
all uses of personal information collected from Users, including but not limited
to any uses of personal information collected during a transaction that is
cancelled or otherwise not completed by the User; and (ii) to use all User data
collected on such sites only as expressly permitted by their privacy policy and
applicable laws and government regulations, including, by way of example and not
of limitation, applicable laws and government regulations regarding "spam" and
the unsolicited mass distribution of information. Upon Yahoo's request,
Headhunter.net will include a link to the Yahoo Privacy Policy, in addition to
or alternately to its own (at Yahoo's sole discretion), on the Job Posting
Pages. The parties agree to include a prominent notice, on any page of the
Service which collects personal information from Users, that such information is
being collected, and will include a hypertext link on all such pages to the
Yahoo Privacy Policy or Headhunter.net privacy policy, as agreed to by the
parties.

13.4     Security of Personally Identifiable Data. If any User requests, or if
either party requests on behalf of any User, that the other party remove all
personally identifiable information relating to such User from its databases and
other records, then such party will promptly remove such personally identifiable
information from its databases and other records. The parties will ensure that
the Yahoo User Data and Employer Data is maintained, accessed and transmitted in
a secure environment per Section 4.6 ("Security").

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SECTION 14: CONFIDENTIALITY.

14.1     Public Announcements. The parties will cooperate to create any and all
appropriate public announcements relating to the relationship set forth in this
Agreement. Neither party shall make any public announcement regarding the
existence or content of this Agreement without the other party's prior written
approval and consent. Any and all publicity relating to the Agreement must
fairly and accurately represent the parties' business relationship.
Notwithstanding the foregoing, anytime following the two (2) week anniversary
date of the Effective Date Headhunter.net may tell its customers that it is the
sole provider of job listings on Yahoo Careers.

14.2     Confidentiality. The terms and conditions of the Agreement are strictly
confidential and may not be disclosed by Yahoo or Headhunter.net to any third
party, except to Yahoo or Headhunter.net's professional advisors who are bound
by a duty of confidentiality and non-disclosure or to copyright rights holders
who, under U.S. copyright law, have the legal right to review such information.

14.3     Confidential Treatment Requests. If Headhunter.net or any successor in
interest to Headhunter.net intends to file the Agreement with the Securities and
Exchange Commission or any other securities exchange or market, regulatory
authority or similar body, then the filing party must provide to Yahoo, no less
than ten (10) Business Days before the expected date of the filing, a copy of
the Agreement and any amendments to the Agreement marked to show the items on
which the filing party plans to seek confidential treatment. The filing party
must expand any confidential treatment requests to include those provisions of
the Agreement indicated by Yahoo as terms on which Yahoo requests confidential
treatment. Without limiting what constitutes a material breach under the
Agreement, any failure to comply with this Section 14.3 will be deemed a
material breach of the Agreement by Headhunter.net.

SECTION 15: INSURANCE.

         Headhunter.net agrees that it will maintain insurance with a carrier
that is reasonably acceptable by Yahoo and with coverage for commercial general
liability and errors and omissions of at least [*****] Dollars (US$[*****]) per
occurrence. Headhunter.net will name Yahoo as an additional insured on such
insurance and will provide evidence of such insurance to Yahoo within ten (10)
days of the Effective Date. Such insurance policy shall not be cancelled or
modified without Yahoo's prior written consent which shall not be unreasonably
withheld.

SECTION 16: ASSIGNMENT.

16.1     [*****]. Headhunter.net will provide Yahoo with notice at least ten
(10) calendar days prior to Headhunter.net's [*****] with respect to a [*****].
Headhunter.net will further notify Yahoo if and when such discussions terminate.
As used herein, a "[*****]" shall mean any [*****].

16.2     Assignment. This Agreement will bind and inure to the benefit of each
party's permitted successors and assigns. Neither party may assign this
Agreement, in whole or in part, without the other party's written consent;
provided, however, that either party may assign this Agreement without such
consent in connection with any merger, consolidation, any sale of all or
substantially all of its assets or any other transaction in which more than
[*****] of its voting securities are transferred. Notwithstanding the foregoing,
in the event that Headhunter.net enters into an agreement that will (upon
completion of the transaction) [*****], or with a person that lacks sufficient
assets to perform the obligations hereunder after the assignment, Headhunter.net
will promptly notify Yahoo in writing, and, in Yahoo's sole discretion, Yahoo
may terminate the Agreement (to take effect ninety (90) days following the
official closing date of the [*****]), by providing notice of termination to
Headhunter.net within fifteen (15) days. Any attempt to assign this Agreement
other than in accordance with this provision shall be null and void.

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SECTION 17: WARRANT PURCHASE AGREEMENT.

         Simultaneous with the execution of this Agreement and as additional
consideration for Yahoo's entering into the Agreement, Headhunter.net will enter
into the Warrant Purchase Agreement in the form attached to this Agreement as
Exhibit J ("Warrant Purchase Agreement"). In addition, within seven (7) Business
Days following the Effective Date, HeadHunter.net must comply with Section 6 of
the Warrant Purchase Agreement by executing and delivering the Registration
Rights Agreement. Failure to do so will be a material breach of this Agreement.

SECTION 18: GENERAL.

18.1     Notices. All notices, requests and other communications called for by
this agreement shall be deemed to have been given immediately if made by
telecopy or electronic mail (confirmed by concurrent written notice sent first
class U.S. mail, postage prepaid), if to Yahoo at 3420 Central Expressway, Santa
Clara, CA 95051 (or, AFTER July 30, 2001, 701 1st Avenue, Sunnyvale, CA 94086),
Fax: (408) 731-3301 Attention: Senior Vice President (e-mail: [*****]), with a
copy to its General Counsel (e-mail:[*****]), and if to Headhunter.net at the
physical and electronic mail addresses set forth on the signature page of this
Agreement, or to such other addresses as either party shall specify to the
other. Notice by any other means shall be deemed made when actually received by
the party to which notice is provided.

18.2     Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of California, without reference to
conflicts of laws rules, and without regard to its location of execution or
performance. Any litigation arising under this Agreement will be brought in the
federal or state courts of the Northern District of California. In any
litigation or arbitration between the parties where one party seeks to enforce
this Agreement or a declaration of rights under this Agreement, the prevailing
party for those claims will be entitled to reimbursement of its reasonable
costs, attorneys fees and expenses to resolve the claims and to enforce any
award or judgment, including but not limited costs, expenses, and attorneys fees
for legal work preceding the filing of any claims, litigation, appeals, and
collection.

18.3     Full Understanding; Headings. The parties acknowledge that this
agreement was negotiated at arms length, with the aid of counsel or with a
reasonable opportunity for each party to secure counsel and, accordingly, they
desire that the agreement be construed fairly, according to its terms, in plain
English, without constructive presumptions against the drafting party, and
without reference to the paragraph headings, which are for reference only.

18.4     Severability. If any provision of this Agreement is found invalid or
unenforceable, that provision will be enforced to the maximum extent
permissible, and the other provisions of this Agreement will remain in force.

18.5     No Agency. Neither this Agreement, nor any terms and conditions
contained herein may be construed as creating or constituting a partnership,
joint venture or agency relationship between the parties.

18.6     Waiver. No failure of either party to exercise or enforce any of its
rights under this Agreement will act as a waiver of such rights.

18.7     Force Majeure. If any party is unable to carry out the whole or any
part of its obligations under this agreement by reason of an unanticipated event
that is not reasonably within the control of the affected party (including acts
of God, acts of governmental authorities, strikes, war, riot, failure of third
party telecommunications facilities, or any other causes of such nature), and
which by exercise of reasonable due diligence, such affected party could not
reasonably have been expected to avoid, overcome or obtain, or cause to be
obtained, a commercially reasonable substitute therefore, then the performance
of the obligations under this Agreement of such party as they are affected by
such cause will be excused during the continuance of the inability so caused.
Notwithstanding the foregoing, should a party's inability to perform its
obligations hereunder not be remedied within fifteen (15) Business Days after
the date of such cause, the party not so affected may at any time after the
expiration of such period, during the continuance of such inability, terminate
this Agreement on giving written notice to the other party and without payment
of any penalty or damages therefore. No party will be relieved of its
obligations hereunder if its failure of

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performance is due to removable or remediable causes which such party fails to
remove or remedy using commercially reasonable efforts within a reasonable time
period. A party that is rendered unable to fulfill any of its obligations under
this Agreement by reason of a force majeure event as set forth in this Section
will give prompt notice of such fact to the other party, followed by written
confirmation of notice, and will exercise due diligence to remove such inability
with all reasonable dispatch.

18.8     Entire Agreement. This Agreement and its exhibits are the complete and
exclusive agreement between the parties with respect to the subject matter
hereof, superseding and replacing any and all prior agreements, communications,
and understandings, both written and oral, regarding such subject matter. This
Agreement may only be modified, or any rights under it waived, by a written
document executed by both parties. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute a single
instrument. Execution and delivery of this Agreement may be evidenced by
facsimile transmission.

18.9     Independent Contractor. Headhunter.net's relationship with Yahoo shall
be that of an independent contractor not that of an agency or employee. Except
as expressly provided in this Agreement, Headhunter.net shall have no authority
to enter into contracts or agreements which bind Yahoo or create obligations on
the part of Yahoo without prior written authorization of Yahoo.

         IN WITNESS WHEREOF, the parties have caused this Services and Content
Agreement to be executed by their duly authorized representatives as of the date
first written above.

YAHOO! INC.                                  HEADHUNTER.NET, INC.

By:    /s/ Ellen Siminoff                    By:      /s/ Matthew Ferguson
   --------------------------------------       --------------------------------

Title: SVP                                   Title:   VP Bus. Dev.
      -----------------------------------          -----------------------------

Date:  3/5/01                                Date:    3/5/01
     ------------------------------------         ------------------------------

Address:       3420 Central Expressway       Address: 333 Research Ct.
        ---------------------------------            ---------------------------
               Santa Clara, CA 95001                  Norcross, GA 30092
        ---------------------------------            ---------------------------

Telecopy:      404-616-3712                  Telecopy:         (773) 867-7161
         --------------------------------             --------------------------

E-mail:  [*****]                             E-mail:  [*****]
       ----------------------------------           ----------------------------

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                                    EXHIBIT A
                             HEADHUNTER.NET CONTENT

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                                    EXHIBIT B
                                PAYMENT SCHEDULE

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                                    EXHIBIT C
                             SERVICE SPECIFICATIONS

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                                    EXHIBIT D
                                 Service Mockups

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                                    EXHIBIT E
                      YAHOO BRAND FEATURES USAGE GUIDELINES

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                                    EXHIBIT F
                            SERVICE LEVEL GUIDELINES

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                                    EXHIBIT G
                                 REPORTING DATA

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                                    EXHIBIT H
                        YAHOO DATA EXCHANGE REQUIREMENTS

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                                    EXHIBIT I
                                DEMOGRAPHIC AREAS

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                                    EXHIBIT J
                           WARRANT PURCHASE AGREEMENT

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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>g69470ex10-2.txt
<DESCRIPTION>LOAN AND SECURITY AGREEMENT
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.2



                          LOAN AND SECURITY AGREEMENT

                                    BETWEEN

                              HEADHUNTER.NET, INC.

                                      AND

                       WACHOVIA CAPITAL INVESTMENTS, INC.

                           CLOSING DATE: MAY 10, 2001




<PAGE>   2


                               TABLE OF CONTENTS


<TABLE>
<S>                                                                                                      <C>
ARTICLE I DEFINITIONS, TERMS AND REFERENCES ..........................................                    1
         Section 1.1   Certain Definitions ...........................................                    1
         Section 1.2   Use of Defined Terms ..........................................                    9
         Section 1.3   Accounting Terms ..............................................                    9
         Section 1.4   UCC Terms .....................................................                    9
         Section 1.5   Terminology ...................................................                    9
         Section 1.6   Exhibits ......................................................                   10
ARTICLE II THE FINANCING .............................................................                   10
         Section 2.1   Extensions of Credit ..........................................                   10
         Section 2.2   Interest and Other Charges ....................................                   11
         Section 2.3.  General Provisions as to Payments .............................                   13
ARTICLE III SECURITY INTEREST ........................................................                   13
ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS APPLICABLE TO
                 ACCOUNTS RECEIVABLE COLLATERAL ......................................                   13
         Section 4.1   Bona Fide Accounts ............................................                   13
         Section 4.2   Good Title ....................................................                   14
         Section 4.3   Right to Assign ...............................................                   14
         Section 4.4   Collateral Reserve Account ....................................                   14
         Section 4.5   [Reserved] ....................................................                   14
         Section 4.6   Power of Attorney .............................................                   14
ARTICLE V [RESERVED] .................................................................                   14
ARTICLE VI REPRESENTATIONS, WARRANTIES AND COVENANTS APPLICABLE TO
                 EQUIPMENT COLLATERAL ................................................                   15
         Section 6.1   Sale of Equipment Collateral ..................................                   15
         Section 6.2   Insurance .....................................................                   15
         Section 6.3   Good Title ....................................................                   15
         Section 6.4   Right to Grant Security Interest ..............................                   15
         Section 6.5   Location ......................................................                   15
ARTICLE VII REPRESENTATIONS, WARRANTIES AND COVENANTS APPLICABLE
                 TO BALANCES COLLATERAL ..............................................                   16
         Section 7.1   Ownership .....................................................                   16
         Section 7.2   Remedies ......................................................                   16
         Section 7.3   Liens .........................................................                   16
ARTICLE VIII REPRESENTATIONS, WARRANTIES AND COVENANTS APPLICABLE TO INTANGIBLES
                 COLLATERAL ..........................................................                   16
         Section 8.1   Ownership .....................................................                   16
         Section 8.2   Liens .........................................................                   17
         Section 8.3   Preservation ..................................................                   17
ARTICLE IX GENERAL REPRESENTATIONS AND WARRANTIES ....................................                   17
         Section 9.1   Corporate Existence and Qualification .........................                   17
         Section 9.2   Corporate Authority; Validity and Binding Effect ..............                   18
         Section 9.3   Incumbency and Authority of Signing Officers ..................                   18
         Section 9.4   No Material Litigation ........................................                   18
</TABLE>


                                       i
<PAGE>   3
<TABLE>
<S>                                                                                                      <C>
         Section 9.5   Taxes .........................................................                   18
         Section 9.6   Capital Stock .................................................                   18
         Section 9.7   Corporate Organization ........................................                   18
         Section 9.8   Insolvency ....................................................                   18
         Section 9.9   Title .........................................................                   19
         Section 9.10  Margin Stock ..................................................                   19
         Section 9.11  No Violations .................................................                   19
         Section 9.12  Financial Statements ..........................................                   19
         Section 9.13  Purchase of Collateral ........................................                   19
         Section 9.14  Pollution and Environmental Control ...........................                   20
         Section 9.15  Possession of Permits .........................................                   20
         Section 9.16. Subsidiaries ..................................................                   20
         Section 9.17. Federal Taxpayer Identification Number ........................                   20
         Section 9.18  Employee Benefit Plans ........................................                   20
         Section 9.19  Guarantor Information .........................................                   20
         Section 9.20  Private Offering ..............................................                   20
         Section 9.21  Real Property Interests .......................................                   20
ARTICLE X AFFIRMATIVE COVENANTS ......................................................                   21
         Section 10.1  Records Respecting Collateral .................................                   21
         Section 10.2  Further Assurances ............................................                   21
         Section 10.3  Right to Inspect ..............................................                   21
         Section 10.4  Reports .......................................................                   21
         Section 10.5  Settlement Reports ............................................                   22
         Section 10.6. Financial Statements and Other Information ....................                   22
         Section 10.7  Payment of Taxes ..............................................                   23
         Section 10.8  Maintenance of Insurance ......................................                   23
         Section 10.9  Maintenance of Property .......................................                   23
         Section 10.10 Certificate of No Default .....................................                   23
         Section 10.11 Change of Principal Place of Business .........................                   24
         Section 10.12 Waivers .......................................................                   24
         Section 10.13 Preservation of Corporate Existence ...........................                   24
         Section 10.14 Compliance With Laws ..........................................                   24
         Section 10.15 Certain Required Notices ......................................                   24
ARTICLE XI NEGATIVE COVENANTS ........................................................                   24
         Section 11.1  Encumbrances ..................................................                   24
         Section 11.2  Debt ..........................................................                   25
         Section 11.3  Contingent Liabilities ........................................                   25
         Section 11.4  Restricted Payments ...........................................                   25
         Section 11.5  Restricted Investments ........................................                   26
         Section 11.6  Mergers .......................................................                   26
         Section 11.7  Business Locations ............................................                   26
         Section 11.8  Affiliate Transactions ........................................                   27
         Section 11.9  Subsidiaries ..................................................                   27
         Section 11.10 Fiscal Year/Corporate Name ....................................                   27
         Section 11.11 Disposition of Assets .........................................                   27
         Section 11.12 Federal Taxpayer Identification Number ........................                   27
</TABLE>


                                       ii
<PAGE>   4
<TABLE>
<S>                                                                                                     <C>
         Section 11.13 Employee Benefit Plans.........................................                  27
         Section 11.14 Amendments and Waivers.........................................                  27
ARTICLE XII FINANCIAL COVENANTS ......................................................                  28
         Section 12.1  Minimum Liquidity .............................................                  28
ARTICLE XIII EVENTS OF DEFAULT .......................................................                  28
         Section 13.1  Obligations ...................................................                  28
         Section 13.2  Misrepresentations ............................................                  28
         Section 13.3  Certain Covenants .............................................                  29
         Section 13.4  Other Covenants ...............................................                  29
         Section 13.5  Other Debts ...................................................                  29
         Section 13.6  Voluntary Bankruptcy ..........................................                  29
         Section 13.7  Involuntary Bankruptcy ........................................                  29
         Section 13.8  Damage, Loss, Theft or Destruction of Collateral, .............                  30
         Section 13.9  Judgments .....................................................                  30
         Section 13.10 Bankruptcy of Affiliate .......................................                  30
         Section 13.11 Material Adverse Effect .......................................                  30
         Section 13.12 Change of Control, Etc ........................................                  30
         Section 13.13 Change in Management, Etc .....................................                  30
ARTICLE XIV REMEDIES .................................................................                  30
         Section 14.1  Acceleration of the Obligations ...............................                  31
         Section 14.2  Interest Rate .................................................                  31
         Section 14.3  Remedies of a Secured Party ...................................                  31
         Section 14.4  Repossession of the Collateral ................................                  31
         Section 14.5  Other Remedies ................................................                  32
         Section 14.6  Set Off .......................................................                  32
ARTICLE XV MISCELLANEOUS .............................................................                  32
         Section 15.1  Waiver ........................................................                  32
         Section 15.2  Governing Law .................................................                  32
         Section 15.3  Survival ......................................................                  32
         Section 15.4  No Assignment by Borrower .....................................                  32
         Section 15.5  Counterparts ..................................................                  33
         Section 15.6  Reimbursements ................................................                  33
         Section 15.7  Successors and Assigns ........................................                  33
         Section 15.8  Severability ..................................................                  33
         Section 15.9  Notices .......................................................                  33
         Section 15.10 Entire Agreement; Amendments ..................................                  34
         Section 15.11 Interpretation ................................................                  34
         Section 15.12 Lender Not a Joint Venturer ...................................                  34
         Section 15.13 Jurisdiction ..................................................                  34
         Section 15.14 Acceptance ....................................................                  34
         Section 15.15 Payment on Non-Business Days ..................................                  34
         Section 15.16 Cure of Defaults by Lender ....................................                  35
         Section 15.17 Recitals ......................................................                  35
         Section 15.18 Attorney-in-Fact ..............................................                  35
         Section 15.19 Sole Benefit ..................................................                  35
         Section 15.20 Indemnification ...............................................                  35
</TABLE>

                                      iii

<PAGE>   5

<TABLE>
<S>                                                                                                     <C>
         Section 15.21 JURY TRIAL WAIVER ...........................................                    36
         Section 15.22 Confidentiality .............................................                    36
         Section 15.23 Accredited Investor .........................................                    36
ARTICLE XVI CONDITIONS PRECEDENT ...................................................                    37
         Section 16.1  Secretary's Certificate .....................................                    37
         Section 16.2  Good Standing Certificates ..................................                    37
         Section 16.3  Articles/By-Laws ............................................                    37
         Section 16.4  Loan Documents, Guaranty and Warrants .......................                    37
         Section 16.5  Omnicom Intercreditor Agreement .............................                    37
         Section 16.6  Insurance ...................................................                    37
         Section 16.7  Financing Statements ........................................                    38
         Section 16.8  Opinion of Counsel ..........................................                    38
         Section 16.9  Landlord Agreements .........................................                    38
         Section 16.10 No Default ..................................................                    38
         Section 16.11 Disbursements Letter ........................................                    38
         Section 16.12 Minimum Liquidity ...........................................                    38
         Section 16.13 Settlement Report ...........................................                    38
         Section 16.14 Accounts ....................................................                    38
         Section 16.14 Fees ........................................................                    38
         Section 16.15 Other .......................................................                    38
         </TABLE>



<PAGE>   6


<TABLE>
<CAPTION>
EXHIBITS
--------
<S>               <C>
EXHIBIT A         Borrower Information
EXHIBIT B         Master Note
EXHIBIT C         Term Note
EXHIBIT D         Certificate of No Default
EXHIBIT E         Secretary's Certificate
EXHIBIT F         Lender's Loss Payee Endorsement
EXHIBIT G         Opinion of Counsel
EXHIBIT H         Landlord's Agreement
EXHIBIT I         Disbursements Letter
EXHIBIT J         Settlement Report
EXHIBIT K         Guarantor Information
EXHIBIT L         Secretary's Certificate (Subsidiary Guarantors)
EXHIBIT M         Pledge and Guaranty Agreement
</TABLE>


                                       v
<PAGE>   7


                          LOAN AND SECURITY AGREEMENT

         THIS AGREEMENT, made, entered into and effective as of MAY 10, 2001, by
and between HeadHunter. NET, Inc. ("Borrower"); and WACHOVIA CAPITAL
INVESTMENTS, INC. ("Lender");

                                  WITNESSETH:

         WHEREAS, Borrower has applied to Lender for financing of the type or
types more particularly described hereinbelow; and

         WHEREAS, Lender is willing to extend financing to Borrower in
accordance with the terms hereof upon the execution of this Agreement by
Borrower, compliance by Borrower with all of the terms and provisions of this
Agreement and fulfillment of all conditions precedent to Lender's obligations
herein contained;

         NOW, THEREFORE, to induce Lender to extend the financing provided for
herein, and for other good and valuable consideration, the sufficiency and
receipt of all of which are acknowledged by Borrower, Lender and Borrower agree
as follows:

                                   ARTICLE I
                       DEFINITIONS, TERMS AND REFERENCES

         SECTION 1.1       CERTAIN DEFINITIONS.

         In addition to such other terms as elsewhere defined herein, as used in
this Agreement and in any Exhibits, the following terms shall have the following
meanings:

         "Accounts Receivable Collateral" shall mean and include all accounts,
instruments, chattel paper and general intangibles, including, without
limitation, all rights of Borrower and the Guarantors to payment for goods sold
or leased, or to be sold or to be leased, or for services rendered or to be
rendered, howsoever evidenced or incurred, and together with all returned or
repossessed goods and all books, records, computer tapes, programs and ledger
books arising therefrom or relating thereto, all whether now owned or hereafter
acquired or arising.

         "Account Debtor" shall mean the Person who is obligated on any of the
Accounts Receivable Collateral.

         "Advance" shall mean an advance of borrowed funds made by Lender to or
on behalf of Borrower under the Line of Credit.

         "Affiliate" shall mean, with respect to any Person, any Person
Controlling, Controlled by or under common Control with such Person or any
director, officer or employee of such Person. For purposes hereof, the
Shareholder(s), the Principal and each Subsidiary shall at all times be
considered an "Affiliate" of Borrower.

         "Agreement" shall mean this Loan and Security Agreement, as it may be
amended or supplemented from time to time.



<PAGE>   8
         "Applicable Rate" shall mean the interest rate per annum payable on the
Obligations, as is defined and more particularly described in Section 2.2(a).

         "Asset Sale" means any sale, lease or other disposition (including any
such transaction effected by way of condemnation, merger or consolidation) by
the Borrower or any Subsidiary of any asset, but excluding (i) dispositions of
inventory in the ordinary course of business, (ii) dispositions of Restricted
Investments permitted by Section 11.5 and (iii) dispositions of Equipment
Collateral which are obsolete, worn-out or unsuitable for continued use by
Borrower; provided, that dispositions of Equipment Collateral excluded by clause
(iii) above shall not constitute an Asset Sale unless and until (and only to the
extent that) the aggregate amount of all such dispositions made after the
Closing Date, exceeds $250,000.

         "Assignment of Claims Act" shall mean the federal Assignment of Claims
Act of 1940, as it may be amended from time to time.

         "Balances Collateral" shall mean all property of Borrower and the
Guarantors left with Lender or in Lender's possession, custody or control now or
hereafter, all deposit accounts of Borrower and the Guarantors now or hereafter
opened with Lender, all certificates of deposit issued by Lender to Borrower or
the Guarantors, and all drafts, checks and other items deposited in or with
Lender by Borrower or the Guarantors for collection now or hereafter.

         "Bankruptcy Code" shall mean Title 11 of the United States Code, as it
may be amended from time to time.

         "Borrower" shall have the meaning given to such term in the preamble to
this Agreement.

         "Borrowings" shall mean advances of borrowed funds made hereunder to or
on behalf of Borrower.

         "Business Day" shall mean a day on which Lender is open for the conduct
of banking business at its principal office in Atlanta, Georgia.

         "Capital Expenditures" shall mean all expenditures made in respect of
the cost of any fixed asset or improvement, or replacement, substitution, or
addition thereto, having a useful life of more than one (1) year, including,
without limitation, those arising in connection with the direct or indirect
acquisition of such assets by way of increased product or service charges or
offset items or in connection with Capital Leases.

         "Capital Lease" shall mean any lease of property that, in accordance
with GAAP, should be reflected as a liability on the balance sheet of a Person.

         "Cash Equivalents" means, as at any date, (a) securities issued or
directly and fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than twelve
months from the date of acquisition, (b) dollar denominated time deposits and
certificates of deposit of (i) the Lender, (ii) any domestic commercial bank of
recognized standing having capital and surplus in excess of $500,000,000 or
(iii) any bank whose short-term commercial paper rating from S&P is at least A-1
or the equivalent thereof or from Moody's is at least P-1 or the equivalent
thereof (any such bank being an "Approved Bank"), in each case with maturities
of not more than 270 days from the date of acquisition, (c) commercial paper and
variable or fixed rate notes issued by any Approved Bank (or by the parent
company thereof) or any variable rate notes issued by, or guaranteed by, any
domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or
P-1 (or the equivalent thereof) or better by Moody's and maturing within six
months of the date of acquisition, (d) repurchase agreements entered into by any
Person with a bank or trust company



                                       2
<PAGE>   9
(including the Lender) or recognized securities dealer having capital and
surplus in excess of $500,000,000 for direct obligations issued by or fully
guaranteed by the United States in which such Person shall have a perfected
first priority security interest (subject to no other Liens) and having, on the
date of purchase thereof, a fair market value of at least 100% of the amount of
the repurchase obligations and (e) investments, classified in accordance with
GAAP as current assets, in money market investment programs registered under the
Investment Company Act of 1940, as amended, which are administered by reputable
financial institutions having capital of at least $500,000,000 and the
portfolios of which are limited to investments of the character described in the
foregoing subdivisions (a) through (d).

         "Change in Control" means (a) any Person or group (within the meaning
of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in
effect on the date hereof) shall have acquired ownership, directly or
indirectly, beneficially or of record, of shares representing more than 30% of
the aggregate ordinary voting power represented by the issued and outstanding
capital stock of the Borrower (other than ITC Holdings, Inc. and Omnicom
Finance, Inc. or any of their respective Subsidiaries); or (b) occupation of a
majority of the seats (other than vacant seats) on the board of directors of the
Borrower by Persons who were neither (i) nominated by the board of directors of
the Borrower nor (ii) appointed by directors so nominated.

         "Closing Date" shall mean the date indicated on the first page.

         "Collateral" shall mean the property of Borrower and the Guarantors
described in Article 3 in which Lender has, or is to have, a security interest
as security for the payment of the Obligations.

         "Collateral Locations" shall mean the Executive Office and those
additional locations, if any, set forth and described on Exhibit "A" attached
hereto.

         "Collateral Reserve Account" shall mean any non-interest bearing,
demand deposit account which Borrower is or may be required to open and maintain
with Lender pursuant to the requirements of Section 4.4.

         "Consolidated Subsidiaries" shall mean those Subsidiaries of Borrower
(if any) existing from time to time which, for purposes of GAAP, are required to
be consolidated for financial reporting purposes.

         "Control", "Controlled" or "Controlling" shall mean, with respect to
any Person, the power to direct the management and policies of such Person,
directly, indirectly, whether through the ownership of voting securities or
otherwise; provided, however, that, in any event, any Person which owns directly
or indirectly ten percent (10%) or more of the securities having ordinary voting
power for the election of directors or other governing body of a corporation
shall be deemed to "Control" such corporation for purposes of this Agreement.

         "Debt" shall mean all liabilities, obligations and indebtedness of a
Person, of any kind or nature, whether now or hereafter owing, arising, due or
payable, howsoever evidenced, created, incurred, acquired or owing, and whether
primary, secondary, direct, contingent, fixed or otherwise, including, without
in any way limiting the generality of the foregoing: (i) all obligations,
liabilities and indebtedness secured by any Lien on a Person's property, even
though such Person shall not have assumed or become liable for the payment
thereof; (ii) all obligations or liabilities created or arising under any
Capital Lease, conditional sale or other title retention agreement; (iii) all
accrued pension fund and other employee benefit plan obligations and
liabilities; (iv) all Guaranteed Obligations; (v) any liabilities under, or
associated with, interest rate protection agreements; and (vi) all deferred
taxes.


                                       3
<PAGE>   10
         "Default Condition" shall mean the occurrence of any event which, after
satisfaction of any requirement for the giving of notice or the lapse of time,
or both, would become an Event of Default.

         "Default Rate" shall mean that interest rate per annum equal to two
percent (2%) per annum in excess of the otherwise Applicable Rate payable on
any Obligation.

         "Eligible Accounts" shall mean that portion of the Accounts Receivable
Collateral consisting of trade accounts receivable which are actually owing to
Borrower by its Account Debtors subject to no counterclaim, defense, setoff or
deduction and which are at all times subject to a duly perfected, first priority
security interest in favor of Lender, excluding, however, in any event any such
account: (i) with respect to which any portion thereof is more than ninety (90)
days past invoice date; (ii) which is owing by any Affiliate of Borrower; (iii)
which is owing by any Account Debtor having seventy-five percent (75%) or more
in face value of its then existing accounts with Borrower ineligible hereunder
pursuant to the operation and effect of clause (i) above; (iv) the assignment of
which is subject to any requirements set forth in the Assignment of Claims Act;
(v) which is owing by any Account Debtor whose accounts, in face amount, with
Borrower exceed ten percent (10%) of Borrower's Eligible Accounts, but only to
the extent of such excess; (vi) which is owed by, billed to, or will be paid by
an Account Debtor not located in the United States; (vii) which is owing by an
Account Debtor constituting prebilled receivables credited as a result of a
prepaid service; or (viii) which has otherwise been determined by Lender not to
be eligible for purposes hereof.

         "Employee Benefit Plan" shall mean any employee welfare benefit plan as
that term is defined in Section 3(l) of ERISA, any employee pension benefit
plan, as that term is defined in Section 3(2) of ERISA or any other plan which
is subject to the provisions of Title IV of ERISA or which is for the benefit of
any employees of Borrower and any employees of any Subsidiary or any other
entity which is a member of a controlled group or under common control with
Borrower, as such terms are defined in Section 4001 (a)(14) of ERISA.

         "Environmental Laws" shall mean all federal, state and local laws,
rules, regulations, ordinances, programs, permits, guidances, orders and consent
decrees relating to health, safety and environmental matters, whether now or
hereafter existing, including, but not limited to state and federal superlien
and environmental cleanup laws and U.S. Department of Transportation regulations
and any other state or local law or regulation relating to pollution,
reclamation, or protection of the environment, including laws relating to
emissions, discharges, releases or threatened releases of pollutants,
contaminants, or hazardous or toxic materials or wastes into air, water, or
land, or otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport, or handling of pollutants, contaminants
or hazardous or toxic materials or wastes.

         "Equipment Collateral" shall mean all equipment and fixtures of
Borrower and the Guarantors, whether now owned or hereafter acquired, wherever
located, including, without limitation, all machinery, furniture, furnishings,
leasehold improvements, computer equipment, motor vehicles, forklifts, rolling
stock, dies and tools used or useful in Borrower's business operations.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as may be amended from time to time.

         "Event of Default" shall mean any of the events or conditions described
in Article 13, provided that any requirement for the giving of notice or the
lapse of time, or both, has been satisfied.

         "Executive Office" shall mean the address of Borrower designated as
such on Exhibit "A".



                                       4
<PAGE>   11

         "Fee Letter" shall mean that certain the letter agreement dated as of
the Closing Date between the Borrower and the Lender.

         "Fiscal Year", in respect of a Person, shall mean the fiscal year of
such Person employed by such Person as of the Closing Date, and designated as
such on Exhibit "A" as to Borrower and Exhibit "K" as to each Subsidiary
Guarantor. The terms "Fiscal Quarter" and "Fiscal Month" shall correspond
accordingly thereto.

         "GAAP" shall mean generally accepted accounting principles consistently
applied for the period or periods in question.

         "Guaranteed Obligations" shall mean, with respect to any Person, all
obligations of such Person which in any manner directly or indirectly guarantee
or assure, or in effect guarantee or assure, the payment or performance of any
indebtedness, dividend or other obligation of any other Person or assure or in
effect assure the holder of any such obligations against loss in respect
thereof.

         "Guarantor" shall mean, individually and collectively, any and all
accommodation makers, endorsers, guarantors or sureties from whom Lender may
require the endorsement of any note or their execution of any contract of
guaranty or suretyship guaranteeing payment of any of the Obligations,
including, but not limited to, those Persons designated on Exhibit "K".

         "Guaranty" shall mean any agreement or other writing executed by a
Guarantor guaranteeing payment of any of the Obligations.

         "Intangibles Collateral" shall mean all general intangibles of the
Borrower and the Guarantors, without limitation, any or all of the following and
all rights associated therewith: (a) tax refunds, rights to tax refunds and all
commercial tort claims, (b) all domestic and foreign patents and applications
therefor and all reissues, divisions, renewals, extensions, continuations and
continuations-in-part thereof; (c) all inventions (whether patentable or not),
invention disclosures, improvements, trade secrets, proprietary information,
know how, technology, technical data and customer lists, rights of privacy and
publicity, and all documentation relating to any of the foregoing; (d) all
copyrights, copyright registrations and applications therefor, and all other
rights corresponding thereto throughout the world; (e) all mask works, mask work
registrations and applications therefor; (f) all industrial designs and any
registrations and applications therefor; (g) all trade names, logos, common law
trademarks and service marks; trademark and service mark registrations and
applications therefor and all goodwill associated therewith; (h) all domain
names or websites owned by Borrower; (i) blueprints, drawings, designs, trade
secrets, plans, diagrams, schematics and assembly and display materials relating
thereto, all customer lists, all books and records and (j) all software
including all source code, object code, firmware, development tools, files,
records and data, all media on which any of the foregoing is recorded, and all
documentation related to any of the foregoing.

         "JobSearch.Com Note" means that certain Promissory Note in the original
principal amount of $304,020.00, dated as of May 3, 2000 by the Borrower in
favor of Gregory Carbonaro.

         "Lender" shall have the meaning given to such term in the preamble to
this Agreement.

         "Letter of Credit" shall have the meaning given to such term in Section
2.1(b).



                                       5
<PAGE>   12
         "Letter of Credit Obligations" shall mean all obligations of Borrower
arising in respect of Letters of Credit, including, without limitation, (i) all
contingent liabilities arising in respect of Letters of Credit issued, but not
drawn upon, and (ii) all reimbursement liabilities arising in respect of
drawings made under Letters of Credit.

         "Lien" shall mean any deed to secure debt, deed of trust, mortgage or
similar instrument, and any lien, security interest, preferential arrangement
which has the practical effect of constituting a security interest, security
title, pledge, charge, encumbrance or servitude of any kind, whether by
consensual agreement or by operation of statute or other law, and whether
voluntary or involuntary, including, without limitation, any conditional sale or
other title retention agreement or lease in the nature thereof.

         "Line of Credit" shall refer to the line of credit in the principal
amount of Two Million Five Hundred Thousand Dollars ($2,500,000) opened by
Lender in favor of Borrower pursuant to the provisions of Section 2.1(a).

         "Loan Documents" shall mean this Agreement, the Notes, the Pledge and
Guaranty Agreement, any financing statements covering portions of the
Collateral, and any and all other documents, instruments, certificates and
agreements executed and/or delivered by Borrower in connection herewith, or any
one, more, or all of the foregoing, as the context shall require.

         "Margin" shall mean an amount equal to the lesser of (i) seventy five
percent (75%) (or such greater or lesser percentage which Lender shall establish
by written notice to Borrower in its good faith discretion) of the face dollar
amount of Eligible Accounts as at the date of determination and (ii) the then
current borrowing availability under the Line of Credit. Lender shall also be
entitled to impose any reserve against the Margin and the availability under the
Line of Credit that it deems necessary as security for payment of the
Obligations.

         "Margin Requirement" shall have the meaning ascribed to such term in
Section 2.1(a).

         "Master Note" shall mean the master promissory note, dated of even date
herewith, as amended or supplemented from time to time, in a principal amount
equal to the maximum amount of the Line of Credit, evidencing advances to be
obtained by Borrower under the Line of Credit, together with any renewals or
extensions thereof, in whole or in part. The Master Note shall be substantially
in the form of Exhibit "B".

         "Material Adverse Effect" shall mean with respect to any event, act,
condition or occurrence of whatever nature (including any adverse determination
in any litigation, arbitration or governmental investigation or proceeding),
whether singly or in conjunction with any other event or events, act or acts,
condition or conditions, occurrence or occurrences, whether or not related, a
material adverse change in, or a material adverse effect upon any of (a) the
financial condition, operations, business, properties or prospects of the
Borrower and its Consolidated Subsidiaries taken as a whole, (b) the rights and
remedies of the Lender under any of the Loan Documents or any documents,
instruments or agreements executed and/or delivered by any Person other than
Borrower in conjunction with the Loan Documents, or the ability of the Borrower
to perform its obligations under any of the Loan Documents, or (c) the legality,
validity or enforceability of any of the Loan Documents or any documents,
instruments or agreements executed and/or delivered by any Person other than
Borrower in conjunction with the Loan Documents.

         "Minimum Liquidity" shall mean an amount equal to the sum of cash, Cash
Equivalents and the Unused Line of Credit Committed Amount.



                                       6
<PAGE>   13

         "Moody's" means Moody's Investors Service, Inc., or any successor or
assignee of the business of such company in the business of rating securities.

         "Net Cash Proceeds" means, with respect to any transaction or event, an
amount equal to the cash proceeds received by the Borrower or any Subsidiary
from or in respect of such transaction or event (including proceeds of any
non-cash proceeds of such transaction), less (x) any expenses reasonably
incurred by such Person in connection therewith and (y) the amount of any Debt
secured by a Lien on the related asset and discharged from the proceeds of such
Asset Sale and any taxes paid or payable by such Person in respect of such Asset
Sale.

         "Net Worth" means, as of any date with respect to the Borrower and its
Subsidiaries on a consolidated bases, "net worth", as determined in accordance
with GAAP; provided, however, that in calculating "Net Worth" hereunder, any
deduction in the amount of "goodwill" after the Closing Date by reason of the
operation of FASB and the "marking-to-market" of such goodwill shall be added
back.

         "Notes" shall mean, collectively, the Master Note, the Term Note and
any other instrument(s) time evidencing all or any portion of any Obligations.

         "Obligations" shall mean any and all Debt of Borrower to Lender,
including without limiting the generality of the foregoing, any indebtedness,
liability or obligation of Borrower to Lender under any loan made to Borrower by
Lender prior to the date hereof and any and all extensions or renewals thereof
in whole or in part; any Debt of Borrower to Lender arising hereunder or as a
result hereof, whether evidenced by the Notes, constituting Letter of Credit
Obligations or otherwise, and any and all extensions or renewals thereof in
whole or in part; any Debt of Borrower to Lender under any later or future
advances or loans made by Lender to Borrower, and any and all extensions or
renewals thereof in whole or in part; and any and all future or additional Debt
of Borrower to Lender whatsoever and in any event, whether existing as of the
date hereof or hereafter arising, whether arising under a loan, lease, credit
card arrangement, line of credit, letter of credit or other type of financing,
and whether direct, indirect, absolute or contingent, as maker, endorser,
guarantor, surety or otherwise, and whether evidenced by, arising out of, or
relating to, a promissory note, bill of exchange, check, draft, bond, letter of
credit, guaranty agreement, bankers' acceptance, foreign exchange contract,
interest rate protection agreement, commitment fee, service charge or otherwise.

         "Omnicom Obligations" means (a) all principal of, and interest on the
Omnicom Subordinated Note issued in connection with the that certain Amended and
Restated Credit Agreement (the "Omnicom Agreement") dated as of February 27,
2001 by and between the Borrower and Omnicom Finance, Inc., as amended from time
to time and (b) all other amounts payable under the Omnicom Agreement.

         "Omnicom Subordinated Note" means that certain promissory note dated
July 19, 2000 issued by the Borrower in favor of Omnicom Finance, Inc. in the
original principal amount of $10,000,000, as amended from time to time.

         "Permitted Encumbrances" shall mean (i) Liens for taxes not yet due and
payable or being actively contested as permitted by this Agreement, only if such
Liens do not adversely affect Lender's rights or the priority of Lender's
security interest in the Collateral; (ii) carriers', warehousemen's mechanics,
materialmen's, repairmen's or other like Liens arising in the ordinary course of
business, payment for which is not yet due or which are being actively contested
in good faith and by appropriate, lawful proceedings, but only if such Liens are
and remain junior to Liens granted in favor of Lender; (iii) pledges or deposits
in connection with worker's compensation, unemployment insurance and other
social security legislation; (iv) deposits to secure the performance of
utilities, leases, statutory obligations and surety and appeal bonds and other
obligations of a like nature arising by statute or under customary terms
regarding depository


                                       7
<PAGE>   14
relationships on deposits held by financial institutions with whom Borrower has
a banker-customer relationship; (v) typical restrictions imposed by licenses and
leases of software (including location and transfer restrictions); (vi) Liens in
favor of Lender or an Affiliate of the Lender; (vii) Purchase Money Liens; and
(viii) other Liens set forth and described on Exhibit "A" attached hereto.

         "Person" shall mean any individual, partnership, corporation, limited
liability company, joint venture, joint stock company, trust, governmental unit
or other entity.

         "Pledge and Guaranty Agreement" means that certain Irrevocable Proxy
and Pledge and Guaranty Agreement dated as of the date hereof, among the
Borrower, the Subsidiary Guarantors and Wachovia Capital Investments, Inc.

         "Prime Borrowings" shall mean those Borrowings which Borrower elects,
pursuant to Section 2.2(a), to bear interest at a rate per annum determined by
reference to the Prime Rate.

         "Prime Rate" means the rate of interest per annum publicly announced
from time to time by Wachovia Bank, National Association as its prime rate in
effect at its principal office in Winston-Salem, North Carolina; each change in
the Prime Rate shall be effective from and including the date such change is
publicly announced as being effective.

         "Principal" shall mean Robert Montgomery, Chief Executive Officer of
the Borrower.

         "Purchase Money Lien" shall mean any Lien granted by Borrower or any
Subsidiary from time to time to vendors or financiers of equipment to secure the
payment of the purchase price thereof so long as (i) such Liens extend only to
the specific equipment so purchased, (ii) secure only such deferred payment
obligation and related interest, fees and charges and no other Debt, and (iii)
are promptly released upon the payment in full of such purchase price and
related interest, fees and charges.

         "Restricted Investment" shall mean any investment in cash or by
delivery of property to any Person, whether by acquisition of stock,
indebtedness or other obligation or security, or by loan, advance or capital
contribution, or otherwise, or in any property except that investments
consisting of the following shall not constitute "Restricted Investments": (i)
property used or to be used in the ordinary course of business; (ii) current
assets arising from the sale of goods or the provision of services in the
ordinary course of business; and (iii) loans or advances to employees for
salary, commissions, travel or the like, made in the ordinary course of
business.

         "Restricted Payment" means (i) any dividend or other distribution on
any shares of the Borrower's capital stock (except dividends payable solely in
shares of its capital stock of the same class), (ii) any payment on account of
the purchase, redemption, retirement or acquisition of (a) any shares of the
Borrower's capital stock or (b) any option, warrant or other right to acquire
shares of the Borrower's capital stock or (iii) any payment or prepayment of
principal of, premium, if any, or interest on, redemption, purchase, retirement,
defeasance, sinking fund or similar payment with respect to, the Omnicom
Obligations and/or the JobSearch.Com Note.

         "S&P" means Standard & Poor's Ratings Group, a division of The McGraw
Hill Companies, Inc., or any successor or assignee of the business of such
division in the business of rating securities.

         "Shareholder(s)" shall mean the Person(s) designated as such on Exhibit
"A" attached hereto.



                                       8
<PAGE>   15
         "Subsidiary" shall mean any corporation, partnership, business
association or other entity (including any Subsidiary of any of the foregoing)
of which Borrower owns, directly or indirectly, fifty percent (50%) or more of
the capital stock or equity interest having ordinary power for the election of
directors or others performing similar functions.

         "Term Loan" shall mean the term loan in the principal amount of FIVE
MILLION DOLLARS ($5,000,000) made by Lender to Borrower pursuant to the
provisions of Section 2.1(c).

         "Term Note" shall mean the term promissory note, dated of even date
herewith, as amended or supplemented from time to time, in the principal amount
of the Term Loan, together with any renewals or extensions thereof, in whole or
in part. The Term Note shall be substantially in the form of Exhibit "C".

         "Termination Date" shall mean the earliest to occur of the following
dates: (i) that date on which, pursuant to Article 14, Lender terminates the
Line of Credit (or the Line of Credit is deemed automatically terminated)
subsequent to the occurrence of an Event of Default; or (ii) November 12, 2002.

         "UCC" shall mean the Uniform Commercial Code-Secured Transactions of
Georgia (OCGA Art. 11-9), as in effect on the date hereof.

         "Unused Line of Credit Committed Amount" means, for any period, the
amount by which (a) the then applicable Line of Credit exceeds (b) the daily
average sum for such period of (i) the outstanding Advances plus (ii) the
outstanding aggregate amount of Letter of Credit Obligations.

         "Warrants" has the meaning set forth in the Fee Letter.

         SECTION 1.2 USE OF DEFINED TERMS.

         All terms defined in this Agreement and the Exhibits shall have the
same defined meanings when used in any other Loan Documents, unless the context
shall require otherwise.

         SECTION 1.3 ACCOUNTING TERMS.

         All accounting terms not specifically defined herein shall have the
meanings generally attributed to such terms under GAAP.

         SECTION 1.4 UCC TERMS.

         The terms "accounts", "chattel paper", "instruments", "general
intangibles", "inventory", "equipment" and "fixtures", as and when used in the
Loan Documents, shall have the same meanings given such terms under the UCC.

         SECTION 1.5 TERMINOLOGY.

         All personal pronouns used in this Agreement, whether used in the
masculine, feminine or neuter gender, shall include all other genders; the
singular shall include the plural, and the plural shall include the singular.
Titles of Articles and Sections in this Agreement are for convenience only, and
neither limit nor amplify the provisions of this Agreement, and all references
in this Agreement to Articles, Sections, Subsections, paragraphs, clauses,
subclauses, Exhibits or Supplements shall refer to the corresponding Article,
Section, Subsection, paragraph, clause, subclause of, or Exhibit or Supplement
attached to, this Agreement, unless specific reference is made to the articles,
sections or other subdivisions of, or Exhibit or


                                       9
<PAGE>   16
Supplement to, another document or instrument. Wherever in this Agreement
reference is made to any instrument, agreement or other document, including,
without limitation, any of the Loan Documents, such reference shall be
understood to mean and include any and all amendments thereto or modifications,
restatements, renewals or extensions thereof. Wherever in this Agreement
reference is made to any statute, such reference shall be understood to mean and
include any and all amendments thereof and all regulations promulgated pursuant
thereto. Whenever any matter set forth herein or in any Loan Document is to be
consented to or satisfactory to Lender, or is to be determined, calculated or
approved by Lender, then, unless otherwise expressly set forth herein or in any
such Loan Document, such consent, satisfaction, determination, calculation or
approval shall be in Lenders sole discretion, exercised in good faith and, where
required by law, in a commercially reasonable manner, and shall be conclusive
absent manifest error.

         SECTION 1.6 EXHIBITS.

         All Exhibits attached hereto are by reference made a part hereof.

                                   ARTICLE II
                                 THE FINANCING.

         SECTION 2.1 EXTENSIONS OF CREDIT.

         (a)      LINE OF CREDIT. On the Closing Date, subject to fulfillment of
all conditions precedent set forth in Article XVI, Lender agrees to open the
Line of Credit in favor of Borrower so that, during the period from the Closing
Date to, but not including, the Termination Date, so long as there is not in
existence any Default Condition or Event of Default and the borrowing will not
cause a Default Condition or Event of Default to exist, Borrower may borrow and
repay and reborrow Advances up to a maximum aggregate principal amount
outstanding at any one time equal to the original principal amount of the Line
of Credit; subject, however, to the requirement that at no time shall the
aggregate principal amount of (i) outstanding Advances plus (ii) the aggregate
amount of Letter of Credit Obligations exceed the Margin (such requirement being
referred to herein as the "Margin Requirement"); and subject, further, to the
requirement that if, at any time hereafter, the Margin Requirement is not
satisfied, Borrower will immediately repay the then principal balance of the
Master Note by that amount necessary to satisfy the Margin Requirement. Each
Advance shall be in a minimum principal amount of $100,000 and integral
multiples of $50,000 in excess thereof (or the remaining available amount of the
Line of Credit). All proceeds so obtained under the Line of Credit may be used
by Borrower for working capital and general corporate purposes in such manner as
Borrower may elect in the ordinary course of its business operations. The Debts
arising from Advances made to or on behalf of Borrower under the Line of Credit
shall be evidenced by the Master Note, which shall be executed by Borrower and
delivered to Lender on the Closing Date. The outstanding principal amount of the
Master Note may fluctuate from time to time, but shall be due and payable in
full on the Termination Date, and each Advance thereunder shall bear interest
from the date of such Advance until paid in full at the Applicable Rate,
calculated and payable in the manner described in Section 2.2(a). Borrower shall
request Advances under the Line of Credit in a writing delivered to Lender not
later than 11:00 a.m. (Atlanta, Georgia time) on the date of the requested
Advance.

         (b)      LETTERS OF CREDIT. In addition to the foregoing, so long as
the Line of Credit remains open, Borrower shall have the right to apply for
standby letters of credit ("Letters of Credit") to be issued by Lender or
Affiliate of the Lender for use by Borrower in the ordinary course of its
business operations pursuant to a separate application and agreement (one per
each Letter of Credit) to be executed between Lender or Affiliate of the Lender
and Borrower, which shall set forth, among other things, the purpose,
beneficiary, the expiry date and credit limit, together with the fees and
charges imposed by Lender



                                       10
<PAGE>   17
or Affiliate of the Lender for the issuance and administration thereof. The
issuance of each Letter of Credit shall be within the sole discretion of Lender
or any such Affiliate of the Lender. All outstanding Letter of Credit
Obligations shall be reserved by Lender against borrowing availability under the
Line of Credit as more particularly described in the definition of the Margin
Requirement. Lender shall have the continuing right to charge as Advances any
outstanding Letter of Credit Obligations and any fees and charges associated
therewith. Notwithstanding the foregoing, the aggregate amounts of Letters of
Credit and Letter of Credit Obligations at any one time outstanding shall not
exceed $500,000.

         (c)      TERM LOAN. On the Closing Date, subject to fulfillment of all
conditions precedent set forth in Article XIV, Lender agrees to make the Term
Loan to Borrower, the proceeds from which shall be used by Borrower for general
corporate purposes. The Debt arising from the making of the Term Loan shall be
evidenced by the Term Note, which shall be executed by Borrower and delivered to
Lender on the Closing Date. The principal amount of the Term Note shall be
repaid by Borrower on the Termination Date. The Term Note shall bear interest at
the Applicable Rate, calculated and payable in the manner described in Section
2.2(a), from the date thereof on the unpaid principal amount thereof from time
to time outstanding. The Term Note may be prepaid, in whole or in part, by
Borrower at any time or from time to time hereafter; provided, however, that,
any partial prepayment of the Term Note shall be in a minimum amount of $500,000
and integral multiples of $100,000 in excess thereof and shall be applied by
Lender in the inverse order of the maturities of such principal installments of
the Term Note then remaining to be paid.

         SECTION 2.2 INTEREST AND OTHER CHARGES.

         (a)      INTEREST AT APPLICABLE RATE. Lender and Borrower agree that
the interest rate payable on each Borrowing (herein called the "Applicable
Rate") shall be determined as follows:

                  (i)      LINE OF CREDIT. Each Advance under the Line of Credit
shall bear interest at the Prime Rate plus two percent (2%) per annum.

                  (ii)     TERM LOAN. The outstanding principal balance of the
Term Loan, or each outstanding portion thereof, shall bear interest at the Prime
Rate plus two percent (2%) per annum.

                  (iii)    PAYMENT OF INTEREST. Accrued interest on each Prime
Borrowing at the Applicable Rate shall be due and payable monthly in arrears, on
the first day of each calendar month, for the preceding calendar month (or
portion thereof), commencing on the first day of the first calendar month
following the Closing Date.

                  (iv)     CALCULATION OF INTEREST AND FEES. Interest on each
Borrowing at the Applicable Rate (and any fees described in Section 2.2(b)
computed on a per annum basis) shall be calculated on the basis of a 360-day
year and actual days elapsed. The Applicable Rate on each Prime Borrowing shall
change with each change in the Prime Rate, effective as of the opening of
business on the Business Day of such change.

                  (v)      CHARGING INTEREST AND FEES. Accrued and unpaid
interest on any Borrowings (and any outstanding fees described in Section
2.2(b)) may, when due and payable, be paid, at Lender's option (without any
obligation to do so), either (i) by Lender's charging the Line of Credit for an
Advance in the amount thereof; or (ii) by Lender's debiting any deposit account
constituting Balances Collateral for the amount thereof.



                                       11
<PAGE>   18

                  (vi)     RATE ON OTHER OBLIGATIONS. To the extent that, at any
time, there are other Obligations besides Advances and the Term Loan which are
outstanding and unpaid, such Obligations shall, unless any Note evidencing such
Obligations provides otherwise, bear interest at the same rate per annum as is
then and thereafter payable on Prime Borrowings under the Line of Credit.

         (b)      FEES. In addition to the payment of interest at the Applicable
Rate, Borrower shall also be obligated to pay Lender the following fees and
charges:

                  (i)      LETTER OF CREDIT FEE. Letter of Credit fees, equal in
amount to two and one-half percent (2.50%) per annum of the outstanding amount
of any Letter of Credit Obligations, and shall be due and payable on the first
day of each calendar month, for the preceding calendar month (or portion
thereof).

                  (ii)     UNUSED FEE. The Borrower shall pay Lender a fee (the
"Unused Fee") on the Unused Line of Credit Committed Amount computed at a per
annum rate for each day during the applicable Unused Fee Calculation Period
(hereinafter defined) at a rate equal to .50%. The Unused Fee shall commence to
accrue on the Closing Date and shall be due and payable on the first day of each
calendar month, for the preceding calendar month (or portion thereof) (each such
month or portion thereof for which the Unused Fee is payable hereunder being
herein referred to as an "Unused Fee Calculation Period").

         (c)      CAPITAL ADEQUACY. If, after the Closing Date, the adoption of
any applicable law, rule or regulation regarding capital adequacy, or any change
therein, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
administration thereof, or compliance by Lender with any request or directive
regarding capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, affects or might affect the amount
of capital required or expected to be maintained by Lender or any corporation in
control of Lender and Lender determines that the amount of such capital is
increased by or based upon Lender's obligations hereunder, then from time to
time, within thirty (30) days after demand by Lender, Borrower shall pay to
Lender such additional amount or amounts as will compensate Lender in light of
such circumstances, to the extent that Lender reasonably determines such
increase in capital is allocable to Lender's obligations hereunder, and such
payment, as and when received, shall be applied by Lender in reimbursement of
Lender's increased costs in regard to such obligations.

         (d)      USURY SAVINGS PROVISIONS. Lender and Borrower hereby further
agree that the only charge imposed by Lender upon Borrower for the use of money
in connection herewith is and shall be the interest expressed in the Master Note
and Term Note, respectively, at the rate set forth in each of the Master Note
and the Term Note, and that all other charges imposed by Lender upon Borrower in
connection herewith, are and shall be deemed to be charges made to compensate
Lender for underwriting and administrative services and costs, and other
services and costs performed and incurred, and to be performed and incurred, by
Lender in connection with the Borrowings, and shall under no circumstances be
deemed to be charges for the use of money. In no contingency or event whatsoever
shall the aggregate of all amounts deemed interest hereunder or under the Notes
and charged or collected pursuant to the terms of this Agreement or pursuant to
the Notes exceed the highest rate permissible under any law which a court of
competent jurisdiction shall, in a final determination, deem applicable hereto.
In the event that such a court determines that Lender has charged or received
interest hereunder in excess of the highest applicable rate, the rate in effect
hereunder shall automatically be reduced to the maximum rate permitted by
applicable law and Lender shall promptly refund to Borrower any interest
received by Lender in excess of the maximum lawful rate or, if so requested by
Borrower, shall apply such excess to the principal balance of the Obligations.
It is the intent hereof that Borrower not pay or contract to pay, and that
Lender not receive or


                                       12
<PAGE>   19
contract to receive, directly or indirectly in any manner whatsoever, interest
in excess of that which may be paid by Borrower under applicable law.

         SECTION 2.3.      GENERAL PROVISIONS AS TO PAYMENTS.

                           (a)      METHOD OF PAYMENT. Unless paid in accordance
with Section 2.2(a)(v), all payments of interest, fees and principal pursuant to
this Agreement must be received by Lender no later than 2:00 p.m. (Atlanta,
Georgia time) on the date when due, in Federal or other funds immediately
available to Lender in Atlanta, Georgia.

                           (b)      APPLICATION OF PAYMENT. Except as may be
otherwise agreed to by Borrower and Lender and as set forth in Section 4.4
hereof, all payments received by Lender hereunder shall be applied, in
accordance with the then current billing statement applicable to the Borrowing,
first to accrued interest, then to fees, then to principal due and then to late
charges. Any remaining funds shall be applied to the further reduction of
principal. In the event more than one Borrowing shall be outstanding hereunder,
Lender in its sole discretion may determine which Borrowing(s) each payment
shall be applied to. Notwithstanding the foregoing, upon the occurrence of a
Default Condition or Event of Default, payments shall be applied as determined
by Lender in its sole discretion or as expressly provided in Section 14.3.

                                  ARTICLE III
                               SECURITY INTEREST.

         As security for the payment of all Obligations, Borrower and each
Guarantor hereby grants to Lender a continuing, general lien upon and security
interest and security title in and to the following described property, wherever
located, whether now existing or hereafter acquired or arising, namely: (a) the
Accounts Receivable Collateral; (b) inventory; (c) the Equipment Collateral; (d)
the Intangibles Collateral; (e) the Balances Collateral; and (f) all products
and/or proceeds of any and all of the foregoing, including, without limitation,
insurance proceeds (collectively, along with the other property of Borrower and
each Guarantor described hereinabove in this Article 3, are herein sometimes
collectively called the "Collateral").

                                   ARTICLE IV
            REPRESENTATIONS, WARRANTIES AND COVENANTS APPLICABLE TO
                        ACCOUNTS RECEIVABLE COLLATERAL.

         With respect to the Accounts Receivable Collateral, Borrower and each
Guarantor hereby represents, warrants and covenants to Lender as set forth
below.

         SECTION 4.1       BONA FIDE ACCOUNTS.

         Each item of the Accounts Receivable Collateral arises or will arise
under a contract between Borrower and the Account Debtor, or from the bona fide
sale or delivery of goods to or performance of services for, the Account Debtor.


                                       13
<PAGE>   20

         SECTION 4.2       GOOD TITLE.

         Borrower has good title to the Accounts Receivable Collateral free and
clear of all liens, security interests and encumbrances thereon other than any
Permitted Encumbrances, and no financing statement covering the Accounts
Receivable Collateral is on file in any public office other than any evidencing
Permitted Encumbrances.

         SECTION 4.3       RIGHT TO ASSIGN.

         Borrower has full right, power and authority to make this assignment of
the Accounts Receivable Collateral and hereafter will not pledge, hypothecate,
grant a security interest in, sell, assign, transfer, or otherwise dispose of
the Accounts Receivable Collateral, or any interest therein.

         SECTION 4.4       COLLATERAL RESERVE ACCOUNT.

         Simultaneously herewith, Borrower shall establish and maintain with
Lender a Collateral Reserve Account into which Borrower shall transfer and
deliver all cash, checks, drafts, items and other instruments for the payment of
money which it now has or may at any time hereafter receive as proceeds of the
Accounts Receivable Collateral and, pending such transfer and delivery, Borrower
shall be deemed to hold same in trust for the benefit of Lender. Borrower shall
not be entitled to draw on the Collateral Reserve Account without the prior
written consent of Lender; provided, however, that, at any time during which
deposits exist in the Collateral Reserve Account, Lender may withdraw such
deposits, or any portion thereof, therefrom, for application against the
Obligations in such manner as Lender, in its sole discretion, may determine.
Lender may, additionally, at any time in its sole discretion, direct Account
Debtors to make payments on the Accounts Receivable Collateral, or portions
thereof, directly to Lender, and the Account Debtors are hereby authorized and
directed to do so by Borrower upon Lender's direction, and the funds so received
shall be also deposited in the Collateral Reserve Account, or, at the election
of Lender, upon its receipt thereof, be applied directly to repayment of the
Obligations in such order as Lender, in its sole discretion, shall determine.
Notwithstanding the foregoing, however, so long as no Event of Default exists,
Lender agrees to settle with Borrower as to any funds which may exist in the
Collateral Reserve Account from time to time hereafter on a mutually agreeable
periodic basis.

         SECTION 4.5       [RESERVED].

         SECTION 4.6       POWER OF ATTORNEY.

         Effective upon the occurrence of an Event of Default, Borrower
irrevocably designates and appoints Lender its true and lawful attorney either
in the name of Lender or in the name of Borrower to ask for, demand, sue for,
collect, compromise, compound, receive, receipt for and give acquittances for
any and all sums owing or which may become due upon any items of the Accounts
Receivable Collateral and, in connection therewith, to take any and all actions
as Lender may deem necessary or desirable in order to realize upon the Accounts
Receivable Collateral, including, without limitation, power to endorse in the
name of Borrower, any checks, drafts, notes or other instruments received in
payment of or on account of the Accounts Receivable Collateral, but Lender shall
not be under any duty to exercise any such authority or power or in any way be
responsible for the collection of the Accounts Receivable Collateral.

                                   ARTICLE V
                                   [RESERVED]


                                       14
<PAGE>   21

                                   ARTICLE VI
            REPRESENTATIONS, WARRANTIES AND COVENANTS APPLICABLE TO
                             EQUIPMENT COLLATERAL.

         With respect to the Equipment Collateral, the Borrower and each
Guarantor hereby represents, warrants and covenants to Lender as set forth
below:

         SECTION 6.1       SALE OF EQUIPMENT COLLATERAL.

         Borrower will not make any Asset Sale without the prior written consent
of Lender.

         Notwithstanding anything to the contrary in this Section 6.1, promptly
upon receipt by the Borrower or any Subsidiary of the proceeds of any Asset Sale
after the Closing Date, an amount equal to 100% of the Net Cash Proceeds of such
Asset Sale shall become due and payable and the Borrower shall prepay (i) the
Term Loan and (ii) after the Term Loan has been repaid in full, the Line of
Credit (with a corresponding reduction in the amount of the Line of Credit) and
(iii) after the Line of Credit has been repaid in full, to a cash collateral
account in respect of Letter of Credit Obligations.

         SECTION 6.2       INSURANCE.

         Borrower agrees that it will obtain and maintain insurance on the
Equipment Collateral with such companies and in such amounts and against such
risks as Lender may reasonably request, with loss payable to Lender as its
interests may appear; provided, however, that the Lender acknowledges that the
Borrower's current coverage as of the Closing Date is adequate. Such insurance
shall not be cancelable by Borrower, unless with the prior written consent of
Lender, or by Borrower's insurer, unless with at least thirty (30) days (or such
greater or lesser number of days as Lender may require or accept) advance
written notice to Lender. In addition, Borrower shall cause insurer to provide
to Lender at least thirty (30) days (or such greater or lesser number of days as
Lender may require or accept) advance written notice prior to insurer's
nonrenewal of such insurance. Borrower shall provide to Lender a copy of each
such insurance policy.

         SECTION 6.3       GOOD TITLE.

         Borrower owns the Equipment Collateral free and clear of any security
interest, lien or encumbrance thereon other than with respect to any Permitted
Encumbrances and no financing statements or other evidences of the grant of a
security interest respecting the Equipment Collateral exist on the public
records as of the date hereof other than any evidencing any Permitted
Encumbrances.

         SECTION 6.4       RIGHT TO GRANT SECURITY INTEREST.

         Borrower has the right to grant a security interest in the Equipment
Collateral. Borrower will pay all taxes and other charges against the Equipment
Collateral, Borrower will not use the Equipment Collateral illegally or allow
the Equipment Collateral to be encumbered except for the security interest in
favor of Lender granted herein and except for any Permitted Encumbrances.

         SECTION 6.5       LOCATION.

         As of the date hereof, the Equipment Collateral is located only at one
or more of the Collateral Locations and, hereafter, Borrower covenants with
Lender not to locate any of the Equipment Collateral at any location other than
a Collateral Location without at least thirty (30) days written notice to
Lender.


                                       15
<PAGE>   22
                                  ARTICLE VII
             REPRESENTATIONS, WARRANTIES AND COVENANTS APPLICABLE TO
                              BALANCES COLLATERAL.

         With respect to the Balances Collateral, Borrower and each Guarantor
hereby represents, warrants and covenants to Lender as set forth below:

         SECTION 7.1 OWNERSHIP.

         Borrower and the Guarantors own the Balances Collateral free and clear
of any Liens thereon, except for any Permitted Encumbrances.

         SECTION 7.2 REMEDIES.

         In addition to such other rights and remedies with respect to the
Balances Collateral as may exist from time to time hereafter in favor of Lender,
whether by way of set-off, banker's lien, consensual security interest or
otherwise, Lender may at any time charge any part or all of the obligations of
Lender to Borrower represented by items constituting the Balances Collateral in
the possession and control of Lender against the Obligations.

         SECTION 7.3 LIENS.

         Hereafter, Borrower and the Guarantors will not incur, create or suffer
to exist any Lien upon the Balances Collateral, except for Permitted
Encumbrances, or sell, convey, hypothecate, pledge or assign its respective
right, title or interest therein, without the prior written consent of Lender
thereto.

                                  ARTICLE VIII
            REPRESENTATIONS, WARRANTIES AND COVENANTS APPLICABLE TO
                             INTANGIBLES COLLATERAL.

         With respect to the Intangibles Collateral, Borrower and each Guarantor
hereby represents, warrants and covenants to Lender as set forth below:

         SECTION 8.1 OWNERSHIP.

         Borrower and the Guarantors own the Intangibles Collateral free and
clear of any Liens thereon other than with respect to any Permitted Encumbrances
and no financing statements or other evidences of the grant of a security
interest respecting the Intangibles Collateral exist on the public records as of
the date hereof other than any evidencing any Permitted Encumbrances. Set forth
on Exhibit "A" is a list of (i) all commercial tort claims set forth in
reasonable detail and (ii) all material unregistered trademarks, tradenames and
copyrights and all registered Intangible Collateral and all applications for the
registration thereof owned by each of the Borrower and its Subsidiaries or that
the Borrower or any of its Subsidiaries has the right to use (other than
commercially available software). The registrations of the Intangibles
Collateral listed on the Exhibit "A" are valid and subsisting, all necessary
registration and renewal fees in connection with such registrations have been
made, and all necessary documents and certificates in connection with such
registrations have been filed, as applicable, with the relevant patent,
copyrights,

                                       16


<PAGE>   23


trademark and domain name authorities in the United States or other jurisdiction
for the purposes of maintaining such Intangibles Collateral registrations. (a)
no Person has any rights to use any of the Intangibles Collateral of the
Borrower or any of its Subsidiaries; and (b) the Borrower nor any of its
Subsidiaries have granted to any Person, nor authorized any Person to retain,
any rights in the Intangibles Collateral of the Borrower or any of its
Subsidiaries. Except for "shrink wrap" and similar commercial end-user licenses,
the Borrower and its Subsidiaries own and have good and exclusive title to each
material item of Intangibles Collateral of the Borrower and its Subsidiaries,
free and clear of any Lien; and the Borrower and its Subsidiaries own, or have
the right, pursuant to a valid contract to use or operate under, all other
material Intangibles Collateral of the Borrower and its Subsidiaries. To the
knowledge of the Borrower and its Subsidiaries, the operation of the business of
Borrower and its Subsidiaries as is currently conducted does not infringe the
Intangibles Collateral of any other Person. Neither the Borrower nor any of its
Subsidiaries have received notice from any Person that the operation of its
business infringes the Intangibles Collateral of any Person. There are no
contracts between the Borrower or any of its Subsidiaries and any other Person
with respect to the Intangibles Collateral of the Borrower and its Subsidiaries
in respect of which there is any dispute known to the Borrower and its
Subsidiaries regarding the scope of such agreement, or performance under such
contract, including with respect to any payments to be made or received by the
Borrower or any of its Subsidiaries. To the knowledge of the Borrower and each
of its Subsidiaries, no Person is infringing or misappropriating any of the
Intangibles Collateral of the Borrower or any of its Subsidiaries.

         SECTION 8.2 LIENS.

         Hereafter, Borrower and the Guarantors will not incur, create or suffer
to exist any Lien upon the Intangibles Collateral except for the security
interest granted herein and except for any Permitted Encumbrances or sell,
convey, hypothecate, pledge or assign its right, title or interest therein.

         SECTION 8.3 PRESERVATION.

         Hereafter, Borrower and the Guarantors will take all necessary and
appropriate measures to obtain, maintain, protect and preserve the Intangibles
Collateral including, without limitation, registration thereof with the
appropriate state or federal governmental agency or department.

                                   ARTICLE IX
                    GENERAL REPRESENTATIONS AND WARRANTIES.

         In order to induce Lender to enter into this Agreement, Borrower hereby
represents and warrants to Lender (which representations and warranties,
together with any other representations and warranties of Borrower contained
elsewhere in this Agreement, shall be deemed to be renewed as of the date of
each Advance under the Line of Credit) as set forth below:

         SECTION 9.1 CORPORATE EXISTENCE AND QUALIFICATION.

         Borrower is a corporation duly organized, validly existing and in good
standing under the laws of the State of its incorporation, as designated on
Exhibit "A", with its principal place of business, chief executive office and
office where it keeps all of its books and records being located at the
Executive Office and is duly qualified as a foreign corporation in good standing
in each other state in which a Collateral Location is situated or wherein the
conduct of its business or the ownership of its property requires such
qualification, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect. Borrower has as its corporate name, as registered with the


                                       17


<PAGE>   24


secretary of state of the state of its incorporation, the words first inscribed
hereinabove as its name, and, except as may be described on Exhibit "A", has not
done business under any other name for at least the past seven (7) years.

         SECTION 9.2 CORPORATE AUTHORITY; VALIDITY AND BINDING EFFECT.

         Borrower has the power to make, deliver and perform under the Loan
Documents, and to borrow hereunder, and has taken all necessary and appropriate
corporate action to authorize the execution, delivery and performance of the
Loan Documents. This Agreement constitutes, and the remainder of the Loan
Documents, when executed and delivered for value received, will constitute, the
valid obligations of Borrower, legally binding upon it and enforceable against
it in accordance with their respective terms.

         SECTION 9.3 INCUMBENCY AND AUTHORITY OF SIGNING OFFICERS.

         The undersigned officers of Borrower hold the offices specified
hereinbelow and, in such capacities, are duly authorized and empowered to
execute, attest and deliver this Agreement and the remainder of the Loan
Documents for and on behalf of Borrower, and to bind Borrower accordingly
thereby.

         SECTION 9.4 NO MATERIAL LITIGATION.

         Except as may be set forth on Exhibit "A", there are no legal
proceedings pending (or, so far as Borrower or its officers know, threatened),
before any court or administrative agency which, if adversely determined, could
reasonably be expected to materially and adversely affect the financial
condition or operations of Borrower.

         SECTION 9.5 TAXES.

         Borrower has filed or caused to be filed all tax returns required to be
filed by it and has paid all taxes shown to be due and payable by it on said
returns or on any assessments made against it.

         SECTION 9.6 CAPITAL STOCK.

         All capital stock, debentures, bonds, notes and all other securities of
Borrower presently issued and outstanding are validly and properly issued in
accordance with all applicable laws, including, but not limited to, the "blue
sky" laws of all applicable states and the federal securities laws.

         SECTION 9.7 CORPORATE ORGANIZATION.

         The articles of incorporation of and bylaws of Borrower are in full
force and effect under the law of the state of its incorporation and all
amendments to said articles of incorporation and bylaws have been duly and
properly made under and in accordance with all applicable laws.

         SECTION 9.8 INSOLVENCY.

         After giving effect to the execution and delivery of the Loan Documents
and the making of any disbursements under the Notes, Borrower will not be
"insolvent", within the meaning of such term as used in O.C.G.A. ss. 18-2-22 or
as defined in ss. 101(32) of the Bankruptcy Code; or be unable to pay its debts
generally as such debts become due; or have an unreasonably small capital.


                                       18


<PAGE>   25


         SECTION 9.9 TITLE.

         Borrower has good and marketable title to all of its properties subject
to no material Lien of any kind except as otherwise disclosed in writing to
Lender and as to the Collateral, except for the Permitted Encumbrances.

         SECTION 9.10 MARGIN STOCK.

         Borrower is not engaged principally, or as one of its important
activities, in the business of purchasing or carrying any "margin stock", as
that term is defined in Section 221.2 of Regulation U of the Board of Governors
of the Federal Reserve System, and no part of the proceeds of any borrowing made
pursuant hereto will be used to purchase or carry any such margin stock or to
extend credit to others for the purpose of purchasing or carrying any such
margin stock, or be used for any purpose which violates, or which is
inconsistent with, the provisions of Regulation X of said Board of Governors. In
connection herewith, if requested by Lender, Borrower will furnish to Lender a
statement in conformity with the requirements of Federal Reserve Form U-1
referred to in said Regulation U to the foregoing effect.

         SECTION 9.11 NO VIOLATIONS.

         The execution, delivery and performance by Borrower of this Agreement
and the Notes have been duly authorized by all necessary corporate action and do
not and will not require any consent or approval of the shareholders of
Borrower, violate any provision of any law, rule, regulation (including, without
limitation, Regulation X of the Board of Governors of the Federal Reserve
System), order, writ, judgment, injunction, decree, determination or award
presently in effect having applicability to Borrower or of the charter or bylaws
of Borrower, or result in a breach of or constitute a default under any
indenture or loan or credit agreement or any other agreement, lease or
instrument to which Borrower is a party or by which it or its properties may be
bound or affected; and Borrower is not in default under any such law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award or
any such indenture, agreement, lease or instrument.

         SECTION 9.12 FINANCIAL STATEMENTS.

         The audited financial statements of Borrower and its Consolidated
Subsidiaries (if any) for its most recent Fiscal Year together with the
unaudited financial statements of Borrower and its Consolidated Subsidiaries (if
any) for that portion ended with its most recent Fiscal Month of its current
Fiscal Year, for which statements have been prepared, copies of which heretofore
have been furnished to Lender, are complete and accurately and fairly represent
the financial condition of Borrower and its Consolidated Subsidiaries (if any),
the results of its operations and the transactions in its equity accounts as of
the dates and for the periods referred to therein, and have been prepared in
accordance with GAAP. There are no material liabilities, direct or indirect,
fixed or contingent, of Borrower or any such Consolidated Subsidiaries as of the
date of such financial statements which are not reflected therein or in the
notes thereto. No Material Adverse Effect has occurred since the date of the
balance sheet contained in audited financial statements described hereinabove.

         SECTION 9.13 PURCHASE OF COLLATERAL.

         Except as set forth in Exhibit "A", within the twelve (12) months
period preceding the Closing Date, neither Borrower nor any Subsidiary has
purchased any of the Collateral in a bulk transfer or in a transaction which was
outside the ordinary course of the business of Borrower's seller.


                                       19


<PAGE>   26


         SECTION 9.14 POLLUTION AND ENVIRONMENTAL CONTROL.

         Borrower and each Subsidiary have obtained all permits, licenses and
other authorizations which are required under, and is in material compliance
with, all Environmental Laws.

         SECTION 9.15 POSSESSION OF PERMITS.

         Borrower and each Subsidiary possess all franchises, certificates,
licenses, permits and other authorizations from governmental political
subdivisions or regulatory authorities, and all patents, trademarks, service
marks, trade names, copyrights, licenses and other rights, free from burdensome
restrictions, that are necessary for the ownership, maintenance and operation of
any of its properties and assets, and Borrower is not in violation of any
thereof, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.

         SECTION 9.16. SUBSIDIARIES.

         As of the Closing Date, Borrower has no Subsidiaries except as
described on Exhibit "A".

         SECTION 9.17. FEDERAL TAXPAYER IDENTIFICATION NUMBER.

         Borrower's federal taxpayer identification number is as indicated on
Exhibit "A".

         SECTION 9.18 EMPLOYEE BENEFIT PLANS.

         As of the Closing Date, Borrower has no Employee Benefit Plans except
as described on Exhibit "A".

         SECTION 9.19 GUARANTOR INFORMATION.

         As of the Closing Date, the information set forth on Exhibit "K" is
true and correct.

         SECTION 9.20 PRIVATE OFFERING.

         Neither the Borrower nor any Person acting on its or their behalf has
offered the Notes or any similar securities for sale to, or solicited any offer
to buy any of the same from, or otherwise approached or negotiated in respect
thereof with, any Person other than the Lender and not more than five other
institutional investors. Neither the Borrower nor any Person acting on its or
their behalf has taken, or will take, any action which would subject the
issuance or sale of the Notes to Section 5 of the Securities Act.

         SECTION 9.21 REAL PROPERTY INTERESTS.

         Except for the ownership, leasehold or other interests set forth in
Exhibit "A", the Borrower and its Subsidiaries have, as of the Closing Date, no
ownership, leasehold or other interest in real property.


                                       20


<PAGE>   27


                                   ARTICLE X
                             AFFIRMATIVE COVENANTS.

         Borrower covenants to Lender that from and after the date hereof, and
so long as any amount remain unpaid on account of any of the Obligations or this
Agreement remains effective (whichever is the last to occur), Borrower will
comply (and cause each Subsidiary to comply) with the affirmative covenants set
forth below:

         SECTION 10.1 RECORDS RESPECTING COLLATERAL.

         All records of Borrower with respect to the Collateral will be kept at
its Executive Office and will not be removed from such address without the prior
written consent of Lender.

         SECTION 10.2 FURTHER ASSURANCES.

         Borrower shall duly execute and/or deliver (or cause to be duly
executed and/or delivered) to Lender any instrument, invoice, document, document
of title, dock warrant, dock receipt, warehouse receipt, bill of lading, order,
financing statement, assignment, waiver, consent or other writing which may be
reasonably necessary to Lender to carry out the terms of this Agreement and any
of the other Loan Documents and to perfect its security interest in and
facilitate the collection of the Collateral, the proceeds thereof, and any other
property at any time constituting security to Lender. Borrower shall perform or
cause to be performed such acts as Lender may reasonably request to establish
and maintain for Lender a valid and perfected security interest in and security
title to the Collateral, free and clear of any Liens other than Permitted
Encumbrances.

         SECTION 10.3 RIGHT TO INSPECT.

         Lender (or any person or persons designated by it) shall, in its sole
discretion, have the right to call at any place of business of Borrower at any
reasonable time after reasonable notice, inspect, audit, check and make extracts
from Borrower's books, records, journals, orders, receipts and any
correspondence and other data relating to the Collateral, to Borrower's business
or to any other transactions between the parties hereto. Borrower shall pay to
Lender, Lender's standard audit fee for each audit performed by Lender's
employees or its agents, provided however, that unless a Default Condition shall
exist, Borrower shall not have to pay for more than one (1) audit for any Fiscal
Year of Borrower.

         SECTION 10.4 REPORTS.

         Borrower shall, as soon as practicable, but in any event on or before
forty (40) days after the end of each calendar month, furnish or cause to be
furnished to Lender a status report, certified by a duly authorized officer of
Borrower, showing the aggregate dollar value of the items comprising the
Accounts Receivable Collateral and the age of each individual item thereof as of
the last day of the preceding Fiscal Month (segregating such items in such
manner and to such degree as Lender may request), the aggregate dollar value of
the items comprising the accounts payable of Borrower and the age of each
individual item thereof as of the last day of the preceding Fiscal Month
(segregating such items in such manner and to such degree as Lender may
request). Additionally, Lender may, at any time in its sole discretion, require
Borrower to permit Lender to verify the individual account balances of the
individual Account Debtors immediately upon its request therefor. In any event,
with the above described status report for the month of December of each year
and upon request from Lender, made at any time hereafter, Borrower shall furnish
Lender with a then current customer and Account Debtor name and address list.

                                       21

<PAGE>   28


         SECTION 10.5 SETTLEMENT REPORTS.

         Borrower shall, as soon as practicable, but in any event on or before
forty (40) days after the end of each calendar month, or such more frequent
intervals as required by Lender from time to time, prepare and deliver to Lender
a settlement report together with accompanying documentation required by Lender,
with respect to satisfaction of the Margin Requirement as of the last day of the
reporting period, in such form as specified in Exhibit "J" or such other form as
Lender may deliver for such purpose to Borrower from time to time hereafter, the
statements in which, in each instance, shall be certified as to truth and
accuracy by a duly authorized officer of Borrower.

         SECTION 10.6. FINANCIAL STATEMENTS AND OTHER INFORMATION.

         The Borrower will furnish to the Lender:

                  (a)      As soon as practicable, and in any event within forty
         (40) days after the end of each Fiscal Month, furnish to Lender (i)
         unaudited financial statements of Borrower and each Consolidated
         Subsidiary, including balance sheets, income statements and statements
         of cash flow for the Fiscal Month ended, and for the Fiscal Year to
         date, on a consolidated and, if requested by Lender, consolidating
         basis, certified as to truth and accuracy by a duly authorized officer
         of Borrower and (ii) a monthly revised full year forecast, which
         forecast shall include balance sheets, income statements and statements
         of cash flow.

                  (b)      As soon as practicable, and in any event within
         ninety (90) days after the end of each Fiscal Year, furnish to Lender
         the annual audit report of Borrower, certified without material
         qualification by independent certified public accountants selected by
         Borrower and acceptable to Lender, and prepared in accordance with
         GAAP, together with relevant financial statements of Borrower for the
         Fiscal Year then ended, on a consolidating and a consolidated basis, if
         applicable. Borrower shall cause said accountants to furnish Lender
         with a statement that in making their examination of such financial
         statements, they obtained no knowledge of any Event of Default or
         Default Condition which pertains to accounting matters relating to this
         Agreement or the Notes, or, in lieu thereof, a statement specifying the
         nature and period of existence of any such Event of Default or Default
         Condition disclosed by their examination (the Lender agrees that the
         Borrower's obligations under this paragraph (b) will be satisfied in
         respect of any fiscal year by delivery to the Lender, within 90 days
         after the end of such fiscal year of its annual report for such fiscal
         year on Form 10-K (without a "going concern" or like qualification or
         exception and without any qualification or exception as to the scope of
         such audit) as filed with the SEC).

                  (c)      As soon as available, but in any event within
         forty-five (45) days after the end of each Fiscal Year, furnish to
         Lender a copy of the detailed annual budget or plan of the Borrower for
         the next fiscal year on a monthly basis and a monthly revised full year
         forecast, which forecast shall include balance sheets, income
         statements and statements of cash flow, in form and detail reasonably
         acceptable to the Lender, together with a summary of the material
         assumptions made in the preparation of such annual budget or plan;

                  (d)     Promptly after the same become publicly available or
         after transmission or receipt thereof, copies of all periodic reports,
         proxy statements and registration statements (other than exhibits
         thereto) filed by the Borrower or any Subsidiary with the Securities
         and Exchange Commission, or any Governmental Authority succeeding to
         any or all of the functions of said Commission, or with any national
         securities exchange, or distributed by the Borrower to its shareholders
         generally, as the case may be; and


                                       22


<PAGE>   29


                  (e)      Promptly upon receipt thereof, copies of all reports
         submitted to the Borrower by independent public accountants in
         connection with each annual, interim or special audit of the financial
         statements of the Borrower made by such accountants, including the
         comment letter submitted by such accountants to management in
         connection with their annual audit.

         SECTION 10.7 PAYMENT OF TAXES.

         Borrower shall pay and discharge all taxes, assessments and
governmental charges upon it, its income and its properties prior to the date on
which penalties attach thereto, unless and to the extent only that (x) such
taxes, assessments and governmental charges are being contested in good faith
and by appropriate proceedings by Borrower, (y) Borrower maintains reasonable
reserves on its books therefor and (z) the non-payment of such taxes does not
result in a Lien upon any of the Collateral other than a Permitted Encumbrance.

         SECTION 10.8 MAINTENANCE OF INSURANCE.

         In addition to and cumulative with any other requirements herein
imposed on Borrower with respect to insurance, Borrower shall maintain insurance
with responsible insurance companies on such of its properties, in such amounts
and against such risks as is customarily maintained by similar businesses
operating in the same vicinity, but in any event to include business
interruption, freight, loss, damage, flood, windstorm, fire, theft, extended
coverage and product liability insurance in amounts satisfactory to Lender;
provided, however, that the Lender acknowledge that the Borrower's current
coverage as of the Closing Date is adequate, which such insurance shall not be
cancelable by Borrower, unless with the prior written consent of Lender, or by
Borrower's insurer, unless with at least thirty (30) days (or such lesser or
greater number of days as Lender may agree or accept) advance written notice to
Lender thereof. Borrower shall file with Lender upon its request a detailed list
of such insurance then in effect stating the names of the insurance companies,
the amounts and rate of insurance, the date of expiration thereof, the
properties and risks covered thereby and the insured with respect thereto, a
copy of each such insurance policy, and within thirty (30) days after notice in
writing from Lender, obtain such additional insurance as Lender may reasonably
request.

         SECTION 10.9 MAINTENANCE OF PROPERTY.

         Borrower shall maintain its property in good working condition.

         SECTION 10.10 CERTIFICATE OF NO DEFAULT.

         Borrower shall, on a quarterly basis not later than forty (40) days
after the close of each of its first eleven Fiscal Months and not later than
ninety (90) days after the close of its Fiscal Year, certify to Lender, in a
statement executed by a duly authorized officer of Borrower in the form of
Exhibit "D" attached hereto, that no Event of Default and no Default Condition
exists or has occurred, or, if an Event of Default or Default Condition exists
or has occurred, specifying the nature and period of existence thereof. Such
certificate shall also set forth, in reasonable detail, compliance with all
financial covenants set forth in Article XII hereof for the immediately
preceding Fiscal Month or Fiscal Quarter, as applicable.


                                       23


<PAGE>   30


         SECTION 10.11 CHANGE OF PRINCIPAL PLACE OF BUSINESS.

         Borrower hereby understands and agrees that if, at any time hereafter,
Borrower elects to move its Executive Office, or if Borrower elects to change
its name, identity or its structure to other than a corporate structure,
Borrower will notify Lender in writing at least thirty (30) days prior thereto.

         SECTION 10.12 WAIVERS.

         With respect to each of the Collateral Locations, Borrower will use its
commercially reasonable efforts to obtain such waivers of lien, estoppel
certificates or subordination agreements as Lender may reasonably require to
insure the priority of its security interest in that portion of the Collateral
situated at such locations.

         SECTION 10.13 PRESERVATION OF CORPORATE EXISTENCE.

         Borrower shall preserve and maintain its corporate existence, rights,
franchises and privileges in the jurisdiction of its incorporation, and qualify
and remain qualified as a foreign corporation in each jurisdiction in which such
qualification is necessary or desirable in view of its business and operations
or the ownership of its properties.

         SECTION 10.14 COMPLIANCE WITH LAWS.

         Borrower and each of its Subsidiaries shall comply with the
requirements of all applicable laws, rules, regulations and orders of any
governmental authority, noncompliance with which would or could materially
adversely affect their respective financial condition or the ownership,
maintenance or operation of any material portion of any of their respective
properties. Without limiting the foregoing, each of Borrower and its
Subsidiaries shall obtain and maintain all permits, licenses and other
authorizations which are required under, and otherwise comply with, all federal,
state, and local laws and regulations.

         SECTION 10.15 CERTAIN REQUIRED NOTICES.

         Promptly, upon its receipt of notice or knowledge thereof, Borrower
will report to Lender: (i) any lawsuit or administrative proceeding in which
Borrower is a defendant in which the amount or amounts in controversy exceed
$175,000; or (ii) the existence and nature of any Default Condition or Event of
Default.

                                   ARTICLE XI
                              NEGATIVE COVENANTS.

         Borrower covenants to Lender that from and after the date hereof and so
long as any amount remains unpaid on account of any of the Obligations or this
Agreement remains effective (whichever is the last to occur), Borrower will not
do (and will not permit any Subsidiary to do), without the prior written consent
of Lender, any of the things or acts set forth below:

         SECTION 11.1 ENCUMBRANCES.

         Create, assume, or suffer to exist any Lien on its property, except for
Permitted Encumbrances.


                                       24


<PAGE>   31


         SECTION 11.2 DEBT.

         Incur, assume, or suffer to exist any Debt, except for:

                  (i)      Debt to Lender or any Affiliate of Lender;

                  (ii)     Debt to Persons other than Lender existing on the
         date of this Agreement set forth on Exhibit "A" (and renewals,
         refinancings and extensions thereof on terms and conditions not
         materially less favorable to such Person than such existing
         Indebtedness; provided, however, the letters of credit set forth on
         Exhibit "A" may not be renewed, refinanced or extended except
         hereunder);

                  (iii)    Debt consisting of the Omnicom Obligations and the
         JobSearch.Com Note;

                  (iv)     trade payables and contractual obligations to
         suppliers and customers incurred in the ordinary course of business;

                  (v)      accrued pension fund and other employee benefit plan
         obligations and liabilities (provided, however, that such Debt does not
         result in the existence of any Event of Default or Default Condition
         under any other provision of this Agreement);

                  (vi)     deferred taxes;

                  (vii)    Debt resulting from endorsements of negotiable
         instruments received in the ordinary course of its business;

                  (viii)   Debt secured by Purchase Money Liens not to exceed
         $175,000 in the aggregate for any Fiscal Year of Borrower; and

                  (ix)     other unsecured Debt not to exceed $100,000 in the
         aggregate for any Fiscal Year of Borrower.

         SECTION 11.3 CONTINGENT LIABILITIES.

         Guarantee, endorse, become surety with respect to or otherwise become
directly or contingently liable for or in connection with the obligations of any
other Person, except for (i) endorsements of negotiable instruments for
collection in the ordinary course of business, (ii) Guarantee of Debt permitted
to be incurred under Section 11.2 of this Agreement, (iii) Guarantee of leases
and other contracts of the Borrower and its Subsidiaries entered into in the
ordinary course of business; (iv) Guarantee in connection with investments
permitted by Section 11.5 of this Agreement.

         SECTION 11.4 RESTRICTED PAYMENTS.

         The Borrower will not, and will not permit any Subsidiary to, directly
or indirectly, declare, order, pay, make or set apart any sum for any Restricted
Payment, except:

                  (i)      purchases or redemptions of the Warrants under the
         terms thereof;


                                       25


<PAGE>   32


         (ii)     so long as there is not in existence any Default Condition or
         Event of Default, the Borrower may make regularly scheduled payments of
         interest or scheduled final maturity payments on the JobSearch.Com Note
         in accordance with the terms of such instrument;

         (iii)    so long as there is not in existence any Default Condition or
         Event of Default, the Borrower may make payments of interest (in cash
         or otherwise) on the Omnicom Obligations in accordance with the terms
         of the Omnicom Agreement;

         (iv)     so long as (A) there is not in existence any Default Condition
         or Event of Default and (B) Minimum Liquidity has been greater than
         $4,750,000 at all times following the Closing Date, during the period
         from July 1, 2001 to and including September 30, 2001, the Borrower may
         make a payment of not more than $750,000 to Omnicom Finance, Inc. to
         prepay Omnicom Obligations, which obligations Borrower has prevented
         from being converted to equity pursuant to the Omnicom Agreement (the
         "Initial Omnicom Payment"); and

         (v)      so long as (A) there is not in existence any Default Condition
         or Event of Default, (B) Minimum Liquidity has been greater than
         $4,750,000 at all times prior to the earlier of the Initial Omnicom
         Payment or September 30, 2001 and (C) Minimum Liquidity has been
         greater than $4,000,000 at all times after the earlier of the Initial
         Omnicom Payment or October 1, 2001, during the period from October 1,
         2001 to and including December 31, 2001, the Borrower may make a
         payment of not more than $1,000,000 to Omnicom Finance, Inc. to prepay
         Omnicom Obligations, which obligations Borrower has prevented from
         being converted to equity pursuant to the Omnicom Agreement.

         Notwithstanding any provision contained in this Section 11.4 to the
         contrary, the Borrower shall not be prohibited at any time from issuing
         common stock to satisfy the Omnicom Obligations.

         SECTION 11.5 RESTRICTED INVESTMENTS.

         Make any Restricted Investment except the following: (i) Cash
Equivalents and (ii) other Restricted Investments existing on the Closing Date
and set forth on Exhibit "A" hereto.

         SECTION 11.6 MERGERS.

         Dissolve or otherwise terminate its corporate status or enter into any
merger, reorganization or consolidation or make any substantial change in the
basic type of business conducted by Borrower and its Subsidiaries, as of the
Closing Date except mergers of Subsidiaries into Subsidiaries or into the
Borrower (so long as the Borrower is the survivor).

         SECTION 11.7 BUSINESS LOCATIONS.

         Transfer its principal place of business or chief executive office or
transfer the location of any Collateral maintained with InFlow, Inc. or records
with respect to Collateral from the locations set forth on Exhibit "A", except
upon at least thirty (30) days prior written notice to Lender and after the
delivery to Lender of financing statements, if required by Lender, in form
satisfactory to Lender, to perfect or continue the perfection of Lender's Lien.
Open new sales locations or warehouses, or transfer existing sales locations or
warehouses, to or at any locations other than those at which the same are
presently kept or maintained as set forth on Exhibit "A", unless the Borrower
has delivered to the Lender, no less than quarterly, an updated Exhibit "A"
with respect to such Collateral locations.


                                       26


<PAGE>   33


         SECTION 11.8 AFFILIATE TRANSACTIONS.

         Enter into, or be a party to, or permit any Subsidiary to enter into or
be a party to, any transaction with any Affiliate, except in the ordinary course
of and pursuant to the reasonable requirements of Borrower's or such
Subsidiary's business and upon fair and reasonable terms which (if required) are
fully disclosed to Lender pursuant to the Borrower's SEC filings and are no less
favorable to Borrower than would obtain in a comparable arm's length transaction
with a Person not an Affiliate.

         SECTION 11.9 SUBSIDIARIES.

         Create any Subsidiary or divest itself of any material assets by
transferring them to any Subsidiary which is hereafter created without Lender's
consent, unless (i) such Subsidiary shall (A) cause all of its owned personal
property and all of its owned real property to be subject to a first priority,
perfected Lien in favor of the Lender pursuant to such security documents as the
Lender shall reasonably request and (B) execute a guaranty with substantially
the same terms as contained in the Pledge and Guaranty Agreement executed by the
Subsidiaries on the Closing Date and (ii) the aggregate amount of all assets
owned by the Subsidiaries does not exceed 20% of the then total consolidated
assets of the Borrower.

         SECTION 11.10 FISCAL YEAR/CORPORATE NAME.

         Change its (i) Fiscal Year, or permit any Subsidiary to have a fiscal
year different from the Fiscal Year of Borrower or (ii) corporate name, or
permit any Subsidiary to change its corporate name, from that set forth on
Exhibit "A" except upon at least thirty (30) days prior written notice to Lender
and after the delivery to Lender of financing statements, if required by Lender,
in form satisfactory to Lender, to perfect or continue the perfection of
Lender's Lien.

         SECTION 11.11 DISPOSITION OF ASSETS.

         Sell, lease or otherwise dispose of any of its properties, including
any disposition of property as part of a sale and leaseback transaction, to or
in favor of any Person, except (i) sales of inventory in the ordinary course of
Borrower's business for so long as no Event of Default exists hereunder or (ii)
dispositions otherwise expressly authorized by this Agreement or as to which the
Borrower complies with Section 6.1 hereof.

         SECTION 11.12 FEDERAL TAXPAYER IDENTIFICATION NUMBER.

         Change its federal taxpayer identification number without prior written
notice to Lender.

         SECTION 11.13 EMPLOYEE BENEFIT PLANS.

         Permit an Employee Benefit Plan to become materially underfunded or
create any Employee Benefit Plan without prior written notice to Lender and upon
such notification, this Agreement shall be amended as determined necessary by
Lender in its discretion as a result of the creation of such Plan.

         SECTION 11.14 AMENDMENTS AND WAIVERS.

         Without the prior written consent of the Lenders, the Borrower will
not, nor will it permit any Subsidiary to, agree to (i) any amendment to or
waiver of or in respect of its organizational documents, to the extent that such
amendment or waiver could reasonably be expected to have a material adverse
effect on the ability of the Borrower to perform its obligations under the Loan
Documents, (ii) any other

                                       27


<PAGE>   34


material amendment to or waiver of any material contract (other than any
document with respect to Omnicom Obligations or the JobSearch.Com Note) which,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect or (iii) any amendment to or waiver of or in respect of
the Omnicom Obligations or the JobSearch.Com Note.

                                  ARTICLE XII
                              FINANCIAL COVENANTS.

         Borrower covenants to Lender that, from and after the date hereof and
so long as any amount remains unpaid on account of any of the Obligations or
this Agreement remains effective (whichever is the last to occur), it will
comply with the financial covenants set forth below:

         SECTION 12.1 MINIMUM LIQUIDITY.

         The Borrower shall maintain a Minimum Liquidity of at least Three
Million Dollars ($3,000,000) at all times.

         SECTION 12.2 MINIMUM NET WORTH.

         Borrower shall maintain a minimum Net Worth of at least (i) Fifty
Million Dollars ($50,000,000) at all times prior to and including December 31,
2001 and (ii) Forty-Five Million Dollars ($45,000,000) at all times after
December 31, 2001.

         SECTION 12.3 ACCOUNTS.

         The Borrower shall, within thirty days from the Closing Date, maintain
all checking, savings, cash management, investment, and brokerage accounts with
the Lender or an Affiliate of the Lender.

                                  ARTICLE XIII
                               EVENTS OF DEFAULT.

         The occurrence of any events or conditions set forth below shall
constitute an Event of Default hereunder, provided that any requirement for the
giving of notice or the lapse of time, or both, has been satisfied:

         SECTION 13.1 OBLIGATIONS.

         Borrower shall fail to make any payments on any of its Obligations,
when due.

         SECTION 13.2 MISREPRESENTATIONS.

         Borrower, any Subsidiary or any Guarantor shall make any
representations or warranties in any of the Loan Documents or in any Guaranty or
in any certificate or statement furnished at any time hereunder or in connection
with any of the Loan Documents or any Guaranty which proves to have been untrue
or misleading in any material respect when made or furnished.


                                       28


<PAGE>   35


         SECTION 13.3 CERTAIN COVENANTS.

         Borrower shall default in the observance or performance of any covenant
or agreement contained in Sections 10.3, 10.4, 10.5, 10.6, 10.7, 10.11, 10.14,
or in Articles 11 or 12.

         SECTION 13.4 OTHER COVENANTS.

         Borrower, any Subsidiary or any Guarantor shall default in the
observance or performance of any covenant or agreement contained herein, in any
of the other Loan Documents or any Guaranty (other than a default the
performance or observance of which is dealt with specifically elsewhere in this
Article 13) unless (i) with respect to this Agreement, such default is cured to
Lender's satisfaction within ten (10) days after the sooner to occur of receipt
of notice of such default from Lender or the date on which such default first
becomes known to Borrower and (ii) with respect to any other Loan Document or
Guaranty, such default is cured within any applicable grace, cure or notice and
cure period contained therein.

         SECTION 13.5 OTHER DEBTS.

         Borrower shall default in connection with any agreement for Debt with
any creditor other than Lender which entitles said creditor to accelerate the
maturity thereof or any Guarantor shall default in connection with any agreement
for Debt with Lender or any creditor other than Lender which entities Lender or
said other creditor to accelerate the maturity thereof.

         SECTION 13.6 VOLUNTARY BANKRUPTCY.

         Borrower, any Subsidiary or any Guarantor shall file a voluntary
petition in bankruptcy or a voluntary petition or answer seeking liquidation,
reorganization, arrangement, readjustment of its debts, or for any other relief
under the Bankruptcy code, or under any other act or law pertaining to
insolvency or debtor relief, whether state, Federal, or foreign, now or
hereafter existing; Borrower, any Subsidiary or any Guarantor shall enter into
any agreement indicating its consent to, approval of, or acquiescence in, any
such petition or proceeding; Borrower, any Subsidiary or any Guarantor shall
apply for or permit the appointment by consent or acquiescence of a receiver,
custodian or trustee of Borrower, any Subsidiary or any Guarantor for all or a
substantial part of its property; Borrower, any Subsidiary or any Guarantor
shall make an assignment for the benefit of creditors; or Borrower, any
Subsidiary or any Guarantor shall be unable or shall fail to pay its debts
generally as such debts become due, or Borrower, any Subsidiary or any Guarantor
shall admit, in writing, its inability or failure to pay its debts generally as
such debts become due.

         SECTION 13.7 INVOLUNTARY BANKRUPTCY.

         There shall have been filed against Borrower, any Subsidiary or any
Guarantor an involuntary petition in bankruptcy or seeking liquidation,
reorganization, arrangement, readjustment of its debts or for any other relief
under the Bankruptcy Code, or under any other act or law pertaining to
insolvency or debtor relief, whether state, federal or foreign, now or hereafter
existing; Borrower, any Subsidiary or any Guarantor shall suffer or permit the
involuntary appointment of a receiver, custodian or trustee of Borrower, any
Subsidiary or any Guarantor or for all or a substantial part of its property; or
Borrower, any Subsidiary or any Guarantor shall suffer or permit the issuance of
a warrant of attachment, execution or similar process against all or any
substantial part of the property of Borrower, any Subsidiary or any Guarantor.


                                       29


<PAGE>   36


         SECTION 13.8 DAMAGE, LOSS, THEFT OR DESTRUCTION OF COLLATERAL.

         There shall have occurred material uninsured damage to, or loss, theft
or destruction of, any material part of the Collateral.

         SECTION 13.9 JUDGMENTS.

         A final judgment or order for the payment of money is rendered against
Borrower, any Subsidiary in the amount of One Hundred Thousand Dollars
($100,000) or more (exclusive of amounts covered by insurance) and either (x)
enforcement proceedings shall have been commenced by any creditor upon such
judgment or order, or (y) a stay of enforcement of such judgment or order, by
reason of pending appeal or otherwise, shall not be in effect for any period of
thirty (30) consecutive days.

         SECTION 13.10 BANKRUPTCY OF AFFILIATE.

         Any motion, complaint or other pleading is filed in any bankruptcy case
of any Person other than Borrower and such motion, complaint or pleading seeks
the consolidation of Borrower's assets and liabilities with the assets and
liabilities of such Person.

         SECTION 13.11 MATERIAL ADVERSE EFFECT.

         There shall be any event, act, condition or occurrence having a
Material Adverse Effect.

         SECTION 13.12 CHANGE OF CONTROL, ETC.

         There shall occur a Change in Control of the Borrower.

         SECTION 13.13 CHANGE IN MANAGEMENT, ETC.

         The Principal shall die, become incapacitated, cease to be either (a)
the chief executive officer or (b) either (i) a member of the Board of Directors
of the Borrower so long as William H. Scott III shall be Chairman of the Board
of Directors of Borrower or (ii) Chairman of the Board of Directors of Borrower.

                                  ARTICLE XIV
                                   REMEDIES.

         Upon the occurrence of any Default Condition or Event of Default,
Lender's obligation to extend financing under the Line of Credit and to disburse
any then undisbursed portion of the Term Loan shall immediately cease; provided,
however, that if such obligation has ceased due to the occurrence of a Default
Condition, and such Default Condition does not become an Event of Default due to
its having been cured or waived before it has matured into an Event of Default,
then such obligation shall be reinstated as of the date such Default Condition
is cured or waived. Upon the occurrence or existence of any Event of Default, or
any time thereafter, without prejudice to the rights of Lender to enforce its
claims against Borrower for damages for failure by Borrower to fulfill any of
its obligations hereunder, subject only to prior receipt by Lender of payment in
full of all Obligations then outstanding in a form acceptable to Lender, Lender
shall have all of the rights and remedies set forth below, and it may exercise
any one, more, or all of such remedies, in its sole discretion, without thereby
waiving any of the others.


                                       30
<PAGE>   37

         SECTION 14.1      ACCELERATION OF THE OBLIGATIONS.

         Lender, at its option, may declare all of the Obligations (including
but not limited to that portion thereof evidenced by any one or both of the
Notes) to be immediately due and payable, whereupon the same shall become
immediately due and payable without presentment, demand, protest, notice of
nonpayment or any other notice required by law relative thereto, all of which
are hereby expressly waived by Borrower, anything contained herein to the
contrary notwithstanding. If any note of Borrower to Lender constituting
Obligations, including, without limitation, any of the Notes, shall be a demand
instrument, however, the recitation of the right of Lender to declare any and
all Obligations to be immediately due and payable, whether such recitation is
contained in such note or in this Agreement, as well as the recitation of the
above events permitting Lender to declare all Obligations due and payable, shall
not constitute an election by Lender to waive its right to demand payment under
a demand at any time and in any event, as Lender in its discretion may deem
appropriate. Thereafter, Lender, at its option, may, but shall not be obligated
to, accept less than the entire amount of Obligations due, if tendered,
provided, however, that unless then agreed to in writing by Lender, no such
acceptance shall or shall be deemed to constitute a waiver of any Event of
Default or a reinstatement of any commitments of Lender hereunder.

         SECTION 14.2      INTEREST RATE.

         If Lender so elects, by further written notice to Borrower, Lender may
increase the rate of interest charged on the Notes then outstanding for so long
thereafter as Lender further shall elect by an amount not to exceed the Default
Rate.

         SECTION 14.3      REMEDIES OF A SECURED PARTY.

         Lender shall thereupon have the rights and remedies of a secured party
under the UCC in effect on date thereof (regardless of whether the same has been
enacted in the jurisdiction where the rights or remedies are asserted),
including, without limitation, the right to take possession of any of the
Collateral or the proceeds thereof, to sell or otherwise dispose of the same, to
apply the proceeds therefrom to any of the Obligations in such order as Lender,
in its sole discretion, may elect. Lender shall give Borrower written notice of
the time and place of any public sale of the Collateral or the time after which
any other intended disposition thereof is to be made. The requirement of sending
reasonable notice shall be met if such notice is given to Borrower at least ten
(10) days before such disposition. Expenses of retaking, holding, insuring,
preserving, protecting, preparing for sale or selling or the like with respect
to the Collateral shall include, in any event, reasonable attorneys' fees and
other legally recoverable collection expenses, all of which shall constitute
Obligations.

         SECTION 14.4      REPOSSESSION OF THE COLLATERAL.

         Lender may take the Collateral or any portion thereof into its
possession, by such means (without breach of the peace) and through agents or
otherwise as it may elect (and, in connection therewith, demand that Borrower
assemble the Collateral at a place or places and in such manner as Lender shall
prescribe), and sell, lease or otherwise dispose of the Collateral or any
portion thereof in its then condition or following any commercially reasonable
preparation or processing, which disposition may be by public or private
proceedings, by one or more contracts, as a unit or in parcels, at any time and
place and on any terms, so long as the same are commercially reasonable and
Borrower hereby waives all rights which Borrower has or may have under and by
virtue of OCGA CH. 44-14, including, without limitation, the right of Borrower
to notice and to a judicial hearing prior to seizure of any Collateral by
Lender.


                                       31
<PAGE>   38

         SECTION 14.5      OTHER REMEDIES.

         Unless and except to the extent expressly provided for to the contrary
herein, the rights of Lender specified herein shall be in addition to, and not
in limitation of, Lender's rights under the UCC, as amended from time to time,
or any other statute or rule of law or equity, or under any other provision of
any of the Loan Documents, or under the provisions of any other document,
instrument or other writing executed by Borrower or any third party in favor of
Lender, all of which may be exercised successively or concurrently.

         SECTION 14.6      SET OFF.

         Lender may exercise the remedies provided in Section 7.2.

                                   ARTICLE XV
                                 MISCELLANEOUS.

         SECTION 15.1      WAIVER.

         Each and every right granted to Lender under this Agreement, or any of
the other Loan Documents, or any other document delivered hereunder or in
connection herewith or allowed it by law or in equity, shall be cumulative and
may be exercised from time to time. No failure on the part of Lender to
exercise, and no delay in exercising, any right shall operate as a waiver
thereof, nor shall any single or partial exercise by Lender of any right
preclude any other or future exercise thereof or the exercise of any other
right. No waiver by Lender of any Default Condition or Event of Default shall
constitute a waiver of any subsequent Default Condition or Event of Default.

         SECTION 15.2      GOVERNING LAW.

         THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS, AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER, SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
GEORGIA.

         SECTION 15.3      SURVIVAL

         All representations, warranties and covenants made herein and in the
Loan Documents shall survive the execution and delivery hereof and thereof. The
terms and provisions of this Agreement shall continue in full force and effect,
notwithstanding the payment of one or more of the Notes or the termination of
the Line of Credit, until all of the Obligations have been paid in full and
Lender has terminated this Agreement in writing.

         SECTION 15.4      NO ASSIGNMENT BY BORROWER.

         No assignment hereof or of any Loan Document shall be made by Borrower
without the prior written consent of Lender. Lender may assign, or sell
participants in, its rights, title and interest herein and in the Loan Documents
at any time upon consent of the Borrower, which consent shall not be
unreasonably withheld; provided, that any consent of the Borrower otherwise
required under this paragraph shall not be required if there is in existence any
Default Condition or Event of Default.


                                       32
<PAGE>   39

         SECTION 15.5      COUNTERPARTS.

         This Agreement may be executed in two or more counterparts, each of
which when fully executed shall be an original, and all of said counterparts
taken together shall be deemed to constitute one and the same agreement.

         SECTION 15.6      REIMBURSEMENT.

         Borrower shall pay to Lender on demand all out-of-pocket costs and
expenses that Lender pays or actually incurs in connection with the negotiation,
preparation, consummation, enforcement and termination of this Agreement and the
other Loan Documents, including, without limitation: (a) reasonable attorneys'
fees and paralegals' fees and disbursements of outside counsel; (b) costs and
expenses (including reasonable outside attorneys' and paralegals' fees and
disbursements) for any amendment, supplement, waiver, consent or subsequent
closing in connection with the Loan Documents and the transactions contemplated
thereby; (c) costs and expenses of lien and title searches and title insurance;
(d) actual taxes, fees and other charges for recording any deeds to secure debt,
deeds of trust, mortgages, filing financing statements and continuations, and
other actions to perfect, protect and continue the Lien of Lender in the
Collateral; (e) sums paid or incurred to pay for any amount or to take any
action required of Borrower under the Loan Documents that Borrower fails to pay
or take; (f) costs of appraisals, inspections, field audits and verifications of
the Collateral, including, without limitation, costs of travel, for inspections
of the Collateral and Borrower's operations by Lender or its designees; (g)
costs and expenses of preserving and protecting the Collateral; and (h) after an
Event of Default, costs and expenses (including attorneys' and paralegals' fees
and disbursements) paid or incurred to obtain payment of the Obligations,
enforce the Lien in the Collateral, sell or otherwise realize upon the
Collateral, and otherwise enforce the provisions of the Loan Documents or to
defend any claim made or threatened against Lender arising out of the
transactions contemplated hereby (including, without limitation, preparations
for and consultations concerning any such matters). The foregoing shall not be
construed to limit any other provisions of the Loan Documents regarding costs
and expenses to be paid by Borrower. All of the foregoing costs and expenses
may, in the discretion of Lender, be charged to the Master Note. Borrower will
pay all expenses incurred by it in the transaction. In the event Borrower
becomes a debtor under the Bankruptcy Code, Lender's secured claim in such case
shall include interest on the Obligations and all fees, costs and charges
provided for herein (including, without limitation, reasonable attorneys' fees
actually incurred), all to the extent allowed by the Bankruptcy Code.

         SECTION 15.7      SUCCESSORS AND ASSIGNS.

         This Agreement and Loan Documents shall be binding upon and inure to
the benefit of the successors and permitted assigns of the parties hereto and
thereto.

         SECTION 15.8      SEVERABILITY.

         If any provision this Agreement or of any of the Loan Documents or the
application thereof to any party thereto or circumstances shall be invalid or
unenforceable to any extent, the remainder of such Loan Documents and the
application of such provisions to any other party thereto or circumstance shall
not be affected thereby and shall be enforced to the greatest extent permitted
by law.

         SECTION 15.9      NOTICES.

         All notices, requests and demands to or upon the respective parties
hereto shall be deemed to have been given or made when personally delivered or
deposited in the mail, registered or certified mail, postage prepaid, addressed
to the Borrower at its Executive Office and to the Lender at 191 Peachtree
Street,


                                       33
<PAGE>   40

Atlanta, Georgia 30303, Attn: Emerging Companies Group (or to such other address
as may be designated hereafter in writing by the respective parties hereto)
except in cases where it is expressly provided herein or by applicable law that
such notice, demand or request is not effective until received by the party to
whom it is addressed.


         SECTION 15.10     ENTIRE AGREEMENT; AMENDMENTS.

         This Agreement, together with the remaining Loan Documents, constitute
the entire agreement between the parties hereto with respect to the subject
matter hereof Neither this Agreement nor any Loan Document may be changed,
waived, discharged, modified or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement is sought.

         SECTION 15.11     INTERPRETATION.

         No provision of this Agreement or any Loan Document shall be construed
against or interpreted to the disadvantage of any party hereto by any court or
other governmental or judicial authority by reason of such party having or being
deemed to have structured or dictated such provision.

         SECTION 15.12     LENDER NOT A JOINT VENTURER.

         Neither this Agreement nor any Loan Document shall in any respect be
interpreted, deemed or construed as making Lender a partner or joint venturer
with Borrower or as creating any similar relationship or entity, and Borrower
agrees that it will not make any contrary assertion, contention, claim or
counterclaim in any action, suit or other legal proceeding involving Lender and
Borrower.

         SECTION 15.13     JURISDICTION.

         BORROWER AGREES THAT ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT OR ANY LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF
GEORGIA OR THE UNITED STATES OF AMERICA FOR THE NORTHERN DISTRICT OF GEORGIA,
ATLANTA DIVISION, ALL AS LENDER MAY ELECT. BY EXECUTION OF THIS AGREEMENT,
BORROWER HEREBY SUBMITS TO EACH SUCH JURISDICTION, HEREBY EXPRESSLY WAIVING
WHATEVER RIGHTS MAY CORRESPOND TO IT BY REASON OF ITS PRESENT OR FUTURE
DOMICILE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST BORROWER IN ANY OTHER JURISDICTION OR
TO SERVE PROCESS IN ANY MANNER PERMITTED OR REQUIRED BY LAW.


         SECTION 15.14     ACCEPTANCE.

         This Agreement, together with the other Loan Documents, shall not
become effective unless and until delivered to Lender at its principal office in
Atlanta, Fulton County, Georgia and accepted in writing by Lender at such office
as evidenced by its execution hereof (notice of which delivery and acceptance
are hereby waived by Borrower).

         SECTION 15.15     PAYMENT ON NON-BUSINESS DAYS.

         Whenever any payment to be made hereunder or under the Notes shall be
stated to be due on a Saturday, Sunday or a public holiday under the laws of the
State of Georgia, such payment may be made on


                                       34
<PAGE>   41

the next succeeding Business Day, and such extension of time shall in such case
be included in the computation of payment of interest hereunder or under the
Notes.

         SECTION 15.16     CURE OF DEFAULTS BY LENDER.

         If, hereafter, Borrower defaults in the performance of any duty or
obligation to Lender hereunder or under any Loan Document, Lender may, at its
option, but without obligation, cure such default and any costs, fees and
expenses incurred by Lender in connection therewith including, without
limitation, for the purchase of insurance, the payment of taxes and the removal
or settlement of liens and claims, shall be deemed to be advances against the
Master Note, whether or not this creates an overadvance thereunder, and shall be
payable in accordance with its terms.

         SECTION 15.17     RECITALS.

         All recitals contained herein are hereby incorporated by reference into
this Agreement and made part thereof.

         SECTION 15.18     ATTORNEY-IN-FACT.

         Borrower hereby designates, appoints and empowers Lender irrevocably as
its attorney-in-fact, at Borrower's cost and expense, to do in the name of
Borrower any and all actions which Lender may deem necessary or advisable to
carry out the terms of this Agreement or any other Loan Document upon the
failure, refusal or inability of Borrower to do so and Borrower hereby agrees to
indemnify and hold Lender harmless from any costs, damages, expenses or
liabilities arising against or incurred by Lender in connection therewith.

         SECTION 15.19     SOLE BENEFIT.

         The rights and benefits set forth in this Agreement and the other Loan
Documents are for the sole and exclusive benefit of the parties hereto and
thereto and may be relied upon only by them.

         SECTION 15.20     INDEMNIFICATION. Borrower will hold Lender, its
respective directors, officers, employees, agents, Affiliates, successors and
assigns harmless from and indemnify Lender, its respective directors, officers,
employees, agents, Affiliates, successors and assigns against, all loss,
damages, costs and expenses (including, without limitation, reasonable attorneys
fees, costs and expenses) actually incurred by any of the foregoing, whether
direct, indirect or consequential, as a result of or arising from or relating to
any "Proceedings" (as defined below) by any Person, whether threatened or
initiated, asserting a claim for any legal or equitable remedy against any
Person under any statute, case or regulation, including, without limitation, any
federal or state securities laws or under any common law or equitable case or
otherwise, arising from or in connection with this Agreement, and any other of
the transactions contemplated by this Agreement, except to the extent such
losses, damages, costs or expenses are due to the willful misconduct or gross
negligence of Lender. As used herein, "Proceedings" shall mean actions, suits or
proceedings before any court, governmental or regulatory authority and shall
include, particularly, but without limitation, any actions concerning
Environmental Laws. At the request of Lender, Borrower will indemnify any Person
to whom Lender transfers or sells all or any portion of its interest in the
Obligations or participations therein on terms substantially similar to the
terms set forth above. Lender shall not be responsible or liable to any Person
for consequential damages which may be alleged as a result of this Agreement or
any of the transactions


                                       35
<PAGE>   42

contemplated hereby. The obligations of Borrower under this Section shall
survive the termination of this Agreement and payment of the Obligations.

         SECTION 15.21     JURY TRIAL WAIVER.

         EACH OF BORROWER AND LENDER HEREBY WAIVES, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR
COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO ANY OF THE LOAN DOCUMENTS,
OBLIGATIONS OR THE COLLATERAL.

         SECTION 15.22     CONFIDENTIALITY.

The Lender agrees to maintain the confidentiality of the Information (as defined
below) and will not, and will not permit any of its officers, directors and
employees of the lender, to purchase or sell securities of the Borrower based
upon Information that is not otherwise publicly available, except that
Information may be disclosed (a) to its and its Affiliates' and its directors,
officers, employees and agents, including accountants, legal counsel and other
advisors (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed
to keep such Information confidential), (b) to the extent requested by any
regulatory authority, (c) to the extent, and only to the extent, required by
applicable laws or regulations or by any subpoena or similar legal process,
provided that the Person required to disclose such information shall take
reasonable efforts (at Borrower's expense) to ensure that any Information so
disclosed shall be afforded confidential treatment, (d) to any other party to
this Agreement, (e) in connection with the exercise of any remedies hereunder or
any suit, action or proceeding relating to this Agreement or the enforcement of
rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to any assignee of any of its
rights or obligations under this Agreement, (g) with the consent of the Borrower
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to the Lender
on a nonconfidential basis from a source other than the Borrower who is not, to
the knowledge of the Lender, under an obligation of confidentiality to Borrower
with respect to such Information. For the purposes of this Section,
"Information" means all information received from the Borrower relating to the
Borrower or its business, other than any such information that is available to
the Lender on a nonconfidential basis prior to disclosure by the Borrower or
that constitutes interim financial statements or information that is not
otherwise publicly available; provided that, in the case of information received
from the Borrower after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

         SECTION 15.23     ACCREDITED INVESTOR.

         The Lender (including any assignee of the Lender at the time of such
assignment) represents that it (i) is acquiring its Notes solely for investment
purposes and not with a view toward, or for sale in connection with, any
distribution thereof, (ii) has received and reviewed such information as it
deems necessary to evaluate the merits and risks of its investment in the Notes,
(iii) is an "accredited investor" within the meaning of Rule 501(a) under the
Securities Act and (iv) has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of its
investment in the Notes, including a complete loss of its investment.


                                       36
<PAGE>   43

                                  ARTICLE XVI
                             CONDITIONS PRECEDENT.

         Unless waived in writing by Lender at or prior to the execution and
delivery of this Agreement, the conditions set forth below shall constitute
express conditions precedent to any obligation of Lender hereunder.

         SECTION 16.1      SECRETARY'S CERTIFICATE.

         Receipt by Lender of a certificate from the Secretary (or Assistant
Secretary) of Borrower, certifying to Lender that appropriate resolutions have
been entered into by the Board of Directors of Borrower incident hereto and that
the officers of Borrower whose signatures appear hereinbelow, on the other Loan
Documents, and on any and all other documents, instruments and agreements
executed in connection herewith, are duly authorized by the Board of Directors
of Borrower for and on behalf of Borrower to execute and deliver this Agreement,
the other Loan Documents and such other documents, instruments and agreements,
and to bind Borrower accordingly thereby, all in form and substance
substantially similar to those board resolutions set forth and described on
Exhibit "E".

         SECTION 16.2      GOOD STANDING CERTIFICATES.

Receipt by Lender of a certificate of good standing with respect to Borrower
from the secretaries of state of the state of incorporation of Borrower and of
any state in which a Collateral Location is situated, dated within 10 days of
the date hereof.

         SECTION 16.3      ARTICLES/BY-LAWS.

         Receipt by Lender of copies of the articles of incorporation and bylaws
of Borrower as in effect on date hereof, certified as to truth and accuracy by
the corporate secretary of Borrower.

         SECTION 16.4      LOAN DOCUMENTS, GUARANTY AND WARRANTS.

         Receipt by Lender of all the other Loan Documents, any Guaranty, and
certificates representing the Warrants, each duly executed in form and substance
acceptable to Lender.

         SECTION 16.5      OMNICOM INTERCREDITOR AGREEMENT.

         Receipt by Lender of an intercreditor agreement by and among the
Borrower, Omnicom Finance Inc. and the Lender, with respect to the Omnicom
Obligations, duly executed in form and substance acceptable to Lender.

         SECTION 16.6      INSURANCE.

         Receipt by Lender of a copy of each hazard liability and business
interruption insurance policy required hereunder and certificate respecting all
hazard insurance required hereunder, in form and substance acceptable to Lender,
together with a loss payee and additional insured endorsement thereof, favoring
Lender, to be substantially in the form of Exhibit "F" attached hereto.


                                       37
<PAGE>   44

         SECTION 16.7      FINANCING STATEMENTS.

         Receipt by Lender of Uniform Commercial Code financing statements
respecting the Collateral, duly executed by Borrower in form and substance
acceptable to Lender.

         SECTION 16.8      OPINION OF COUNSEL.

         Receipt by Lender of an opinion of counsel from independent legal
counsel to Borrower in substantially the form of Exhibit "G".

         SECTION 16.9      LANDLORD AGREEMENTS.

         Landlord or warehouseman agreements, in form and substance satisfactory
to Lender, with respect to each premises leased by Borrower and which are
disclosed by Exhibit "A" attached hereto.

         SECTION 16.10     NO DEFAULT.

         No Default Condition or Event of Default shall exist and Borrower shall
in all respects be in compliance with all of the terms of the Loan Documents, as
evidenced by its delivery of a certificate of no default to such effect, to be
substantially in the form of Exhibit "D" attached hereto.

         SECTION 16.11     DISBURSEMENTS LETTER.

         Receipt by Lender of a disbursements letter, concerning the use of the
proceeds of the initial extensions of credit hereunder, to be substantially in
the form of Exhibit "I" attached hereto.

         SECTION 16.12     MINIMUM LIQUIDITY.

         Receipt by Lender of satisfactory evidence that the Borrower has
balance of cash and Cash Equivalents of at least Three Million Dollars
($4,750,000).

         SECTION 16.13     SETTLEMENT REPORT.

         Receipt by Lender of a settlement report in the form of Exhibit "J"
attached hereto, together with accompanying documentation required by Lender
(all in form and substance required by Lender, but to include in any event an
accounts receivable and accounts payable aging and a then current customer and
Account Debtor name and address list, all as more particularly described in
Section 10.4), which shall indicate satisfaction of the Margin Requirement as of
the date of the initial Borrowing, and if no funds are borrowed on the Closing
Date, shall indicate the amount of Borrowings available taking into account the
Margin Requirement, each certified as to truth and accuracy by a duly authorized
officer of Borrower.

         SECTION 16.14     FEES.

         The Lender shall have received all fees, if any, owing pursuant to the
Fee Letter.

         SECTION 16.15     OTHER.

         Receipt by Lender of such other documents, certificates, instruments
and agreements as shall be required hereunder or provided for herein or as
Lender or Lender's counsel may require in connection herewith, including,
without limitation, with respect to each Guarantor, board and shareholder
authorization,


                                       38
<PAGE>   45

good standing certificates, articles/bylaws, opinion of counsel, a certificate
from the Secretary (or Assistant Secretary) of each Guarantor, certifying to
Lender that appropriate resolutions have been entered into by the Board of
Directors of such Guarantor and that the officers of such Guarantor whose
signatures appear on its Guaranty and on any of the other Loan Documents, are
duly authorized by the Board of Directors of such Guarantor for and on behalf of
such Guarantor to execute and deliver its Guaranty, and the other Loan
Documents, and to bind such Guarantor accordingly thereby, all in form and
substance substantially similar to those board resolutions set forth and
described on Exhibit "L".



                                       39
<PAGE>   46

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and Borrower has caused its seal to be affixed hereto, as of the day
and year first above written.


                           "LENDER"

                           WACHOVIA CAPITAL
                           INVESTMENTS, INC.


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


                           "BORROWER"

                           HEADHUNTER.NET, INC. (SEAL)


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


                           "GUARANTORS"

                           HNET, INC.


                           By:    /s/ W. Craig Stamm
                              -----------------------------------
                           Name:  W. Craig Stamm
                                ---------------------------------
                           Title: CFO, President
                                 --------------------------------


                           RESUME ACQUISITION CORPORATION


                           By:    /s/ W. Craig Stamm
                              -----------------------------------
                           Name:  W. Craig Stamm
                                ---------------------------------
                           Title: CFO, VP
                                 --------------------------------


                           HEADHUNTERHEALTH ACQUISITION
                           CORPORATION


                           By:    /s/ W. Craig Stamm
                              -----------------------------------
                           Name:  W. Craig Stamm
                                ---------------------------------
                           Title: CFO, VP
                                 --------------------------------
<PAGE>   47

                           HEADHUNTERS LLC


                           By: /s/ W. Craig Stamm
                              -----------------------------------
                           Name:  W. Craig Stamm
                                ---------------------------------
                           Title: CFO, VP
                                 --------------------------------



                                       41
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>g69470ex10-3.txt
<DESCRIPTION>THIRD AMENDED AND RESTATED REGISTRATION RIGHTS
<TEXT>

<PAGE>   1
                                                                    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;

<PAGE>   2

         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;


                                       2
<PAGE>   3

         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


                                       3

<PAGE>   4

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):


                                       4

<PAGE>   5

                           (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.


                                       5

<PAGE>   6

         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


                                       6

<PAGE>   7

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).


                                       7

<PAGE>   8

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


                                       8

<PAGE>   9

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


                                       9

<PAGE>   10

         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;


                                       10

<PAGE>   11

                  (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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>g69470ex10-4.txt
<DESCRIPTION>AMENDMENT TO LOAN AGREEMENT
<TEXT>

<PAGE>   1
                                                                    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)."

<PAGE>   2

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]

<PAGE>   3

         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
</TEXT>
</DOCUMENT>
</SUBMISSION>
