REGISTRATION RIGHTS AGREEMENT





         THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and

entered into as of July 19, 2000, 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"), and

ITC HOLDING COMPANY, INC., a Delaware corporation ("ITC") (each of BHA and ITC

may be referred to as an "Investor" and collectively as the "Investors").



                                 R E C I T A L S



         WHEREAS, pursuant to the terms of an Agreement and Plan of Merger,

dated as of April 15, 2000, as amended by Amendment No. 1 to Agreement and Plan

of Merger (the "Acquisition Agreement"), among the Company, Resume Acquisition

Corporation, a wholly owned subsidiary of the Company ("Merger Sub"), Omnicom,

BHA, Career Mosaic Inc., a wholly owned subsidiary of BHA ("Career Mosaic"), and

ITC, Career Mosaic will merge with and into Merger Sub (the "Acquisition"), with

the result that the outstanding shares of common stock of Asset Sub ("Asset Sub

Common Stock") will be converted into the right to receive shares of common

stock of the Company (the "Company Common Stock"); and



         WHEREAS, the Company has agreed to grant the Investors certain

registration rights; and



         WHEREAS, the Company and the Investors desire to define such

registration rights on the terms and subject to the conditions herein set forth.



         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;



         Effective Date: shall mean the date on which the Acquisition is

consummated;



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

amended;



         Holder: shall mean any holder of Registrable Securities, including the

Investors;







<PAGE>   2



         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 Acquisition Agreement or to any transferee

thereof, (2) held by ITC at the Effective Date and (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, and (B) any securities of the Company issued as

a dividend or other distribution with respect to, or in exchange 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 Registration Statement (as defined in the Acquisition

Agreement) and which are actually sold under such Registration Statement;



         Registration Expenses: shall mean all expenses incurred by the Company

in compliance with Sections 3(a), (b) and (c) 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);

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