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<ACCESSION-NUMBER>0000950144-01-501246
<TYPE>DEF 14A
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<FILING-DATE>20010430
<FILER>
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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
</COMPANY-DATA>
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<FORM-TYPE>DEF 14A
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<FILE-NUMBER>000-27003
<FILM-NUMBER>1614792
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>333 RESEARCH COURT
<STREET2>STE 200
<CITY>NORCROSS
<STATE>GA
<ZIP>30092
<PHONE>7703009272
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>6410 ATLANTIC BLVD
<STREET2>STE 160
<CITY>NORCROSS
<STATE>GA
<ZIP>30071
</MAIL-ADDRESS>
</FILER>
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<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>g68857ddef14a.txt
<DESCRIPTION>HEADHUNGET.NET, INC.
<TEXT>

<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14A

           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]  Preliminary Proxy Statement

[ ]  CONFIDENTIAL, FOR USE OF THE
     COMMISSION ONLY (AS PERMITTED BY
     RULE 14A-6(E)(2))

[X]  Definitive Proxy Statement

[ ]  Definitive Additional Materials

[ ]  Soliciting Material Under Rule 14a-12

                              HeadHunter.NET, Inc.
 -------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.


     (1) Title of each class of securities to which transaction applies:

     -------------------------------------------------------------------------


     (2) Aggregate number of securities to which transaction applies:

     -------------------------------------------------------------------------


     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
         filing fee is calculated and state how it was determined):

     -------------------------------------------------------------------------


     (4) Proposed maximum aggregate value of transaction:

     -------------------------------------------------------------------------


     (5) Total fee paid:

     -------------------------------------------------------------------------

[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
     paid previously. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

     (1) Amount Previously Paid:

     -------------------------------------------------------------------------


     (2) Form, Schedule or Registration Statement No.:

     -------------------------------------------------------------------------


     (3) Filing Party:

     -------------------------------------------------------------------------


     (4) Date Filed:

     -------------------------------------------------------------------------


<PAGE>   2


                              [HEADHUNTER.NET LOGO]




May 7, 2001




To our Shareholders:

         You are cordially invited to attend the annual meeting of shareholders
of HeadHunter.NET, Inc., which will be held at the offices of Alston & Bird LLP
One Atlantic Center, 1201 West Peachtree Street, Atlanta, Georgia, on June 21,
2001, 10 a.m. local time.

         The principal business of the meeting will be to: (i) elect two
directors, for a term of three years; (ii) to consider approval of an amendment
to the HeadHunter.NET, Inc. 1998 Long-Term Incentive Plan to increase the number
of shares of common stock available for issuance under awards granted under the
plan from 4,000,000 to 4,400,000; (iii) to consider ratification of the
selection of Arthur Andersen LLP as HeadHunter.NET's independent auditors to
serve for the fiscal year ending December 31, 2001; and (iv) to transact such
other business as may properly come before the meeting. During the meeting, we
also will review the results of the past year and report on significant
developments that have occurred during the first quarter of 2001.

         The proxy statement provides detailed information about HeadHunter.NET
and the proposals to be voted upon by the HeadHunter.NET shareholders. Please
give this information your careful attention.

         Your vote is very important regardless of the number of shares you own.
To vote your shares, you may use the enclosed proxy card or attend the annual
meeting of shareholders in person.


                                   Sincerely,

                                   /s/ Robert M. Montgomery

                                   Robert M. Montgomery
                                   Chief Executive Officer


<PAGE>   3


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

               ---------------------------------------------------

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD JUNE 21, 2001

               ---------------------------------------------------

To the shareholders of HeadHunter.NET:

         Notice is hereby given that the annual meeting of the shareholders of
HeadHunter.NET will be held at 10 a.m. local time, on June 21, 2001, at the
offices of Alston & Bird LLP at One Atlantic Center, 1201 West Peachtree Street,
Atlanta, Georgia for the following purposes:

       (1)   To elect two directors in Class III to serve until the 2004
             annual meeting of shareholders;

       (2)   To approve an amendment to the HeadHunter.NET, Inc. 1998 Long-Term
             Incentive Plan to increase the number of shares of common stock
             available for issuance under awards granted under the plan from
             4,000,000 to 4,400,000;

       (3)   To ratify the selection of Arthur Andersen LLP as HeadHunter.NET's
             independent auditors to serve for the fiscal year ending December
             31, 2001; and

       (4)   To transact such other business as may properly come before the
             meeting or any adjournments of the meeting.

         Each of the foregoing proposals is more fully described in the proxy
statement, which HeadHunter.NET urges you to read carefully. All holders of
record of shares of HeadHunter.NET, Inc. common stock at the close of business
day on April 26, 2001 are entitled to vote at the meeting or any postponements
or adjournments of the meeting.

         YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
TO ENSURE THAT YOU ARE REPRESENTED AT THE ANNUAL MEETING, YOU SHOULD COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE POSTAGE-PAID
ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN
PERSON. ANY EXECUTED BUT UNMARKED PROXY CARDS WILL BE VOTED FOR APPROVAL OF
PROPOSALS 1-4 ABOVE. YOU MAY REVOKE YOUR PROXY IN THE MANNER DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT AT ANY TIME BEFORE IT HAS BEEN VOTED AT THE ANNUAL
MEETING. IF YOU ATTEND THE ANNUAL MEETING YOU MAY VOTE IN PERSON EVEN IF YOU
HAVE RETURNED A PROXY.


                                 BY ORDER OF THE BOARD OF DIRECTORS

                                 /s/ W. Craig Stamm

                                 W. Craig Stamm
                                 Chief Financial Officer and Assistant Secretary

May 7, 2001
Norcross, Georgia


<PAGE>   4

                             [HEADHUNTER.NET LOGO]

                      -------------------------------------
                                 PROXY STATEMENT
                       FOR ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD ON JUNE 21, 2001
                      -------------------------------------


                                  INTRODUCTION

         This Proxy Statement is furnished to the shareholders of
HeadHunter.NET, Inc., a Georgia corporation (the "Company"), in connection with
the solicitation of proxies by the Company's board of directors from holders of
the outstanding shares of common stock of the Company for use at the Annual
Meeting of Shareholders of the Company to be held on June 21, 2001 at 10 a.m.,
local time, at the offices of Alston & Bird LLP at One Atlantic Center, 1201
West Peachtree Street, Atlanta, Georgia, and at any adjournments or
postponements thereof (the "Annual Meeting").

         The Annual Meeting will be held for the following purposes:

       (1)   to elect two directors in Class III to serve until the 2004 annual
             meeting of shareholders;

       (2)   to approve an amendment to the HeadHunter.NET, Inc. 1998 Long-Term
             Incentive Plan to increase the number of shares of common stock
             available for issuance under awards granted under the plan from
             4,000,000 to 4,400,000;

       (3)   to ratify the selection of Arthur Andersen LLP as HeadHunter.NET's
             independent auditors to serve for the fiscal year ending December
             31, 2001; and

       (4)   to transact such other business as may properly come before the
             meeting or any adjournments of the meeting.

         The Company's mailing address and the location of its principal
executive offices is 333 Research Court, Suite 200, Norcross, Georgia 30092.
This Proxy Statement and the accompanying proxy card will first be mailed to the
Company's shareholders on or about May 7, 2001.

SHAREHOLDERS ENTITLED TO VOTE

         Only shareholders of record of the Company at the close of business on
April 26, 2001 (the "Record Date") will be entitled to notice of, and to vote
at, the Annual Meeting. On the Record Date, there were 20,387,817 shares of the
Company's common stock issued and outstanding and approximately 145 holders of
record of HeadHunter.NET common stock.

QUORUM AND VOTING REQUIREMENTS

         The presence, in person or by proxy, of the holders of a majority of
the votes entitled to be cast on a matter at the Annual Meeting will constitute
a quorum to conduct business at the Annual Meeting. Shareholders of the Company
will be entitled to one vote for each share held.

         The election of the directors will require the affirmative vote of a
plurality of the votes cast at the Annual Meeting, provided a quorum is present.
With respect to the election of the directors, shareholders may: (1) vote "for"
the director nominee; (2) "withhold" authority to vote for the nominees; or (3)
withhold authority to vote for any individual nominee but vote for the other
nominee. In the election of the directors, votes to withhold authority and
broker non-votes (which occur when shares held by brokers or nominees for
beneficial owners are voted on some matters but not on others), both of which
are considered present at the Annual Meeting and counted for purposes of
establishing a quorum, will have no effect on the election of the directors.


<PAGE>   5

         The amendment of the Company's 1998 Long-Term Incentive Plan will
require that votes cast in favor of the proposal exceed the votes cast against
the proposal, provided a quorum is present. With respect to the amendment of the
Company's 1998 Long-Term Incentive Plan, shareholders may: (1) vote "for"
approval; (2) vote "against" approval; or (3) "abstain" from voting on the
proposal. Abstentions and broker non-votes will have no effect on the approval
of the amendment of the Company's 1998 Long-Term Incentive Plan.

         The ratification of the appointment of Arthur Andersen LLP as
independent auditors will require that votes cast in favor of the proposal
exceed the votes cast against the proposal, provided a quorum is present. With
respect to the approval of the auditors, shareholders may: (1) vote "for"
approval; (2) vote "against" approval; or (3) "abstain" from voting on the
proposal. Abstentions and broker non-votes will have no effect on the
ratification of the auditors.

PROXIES

         If the enclosed proxy card is executed and returned (and not revoked)
prior to the Annual Meeting, the shares of common stock represented thereby will
be voted as specified by the shareholder or shareholders granting the proxy.
However, if the proxy card is executed and returned (and not revoked) prior to
the Annual Meeting and no voting instructions are specified, the shares of
common stock represented thereby will be voted (1) FOR the election of the
nominees for director listed in this Proxy Statement, (2) FOR approval of the
amendment of the HeadHunter.NET, Inc. 1998 Long-Term Incentive Plan, (3) FOR the
ratification of Arthur Andersen LLP as the Company's independent auditors for
the fiscal year ending December 31, 2001, and (4) if the Company did not have
notice on or before May 6, 2001 of any matters properly brought before the
Annual Meeting, in the sole discretion of the proxies as to such matters.

         The submission of a signed proxy will not affect a shareholder's right
to attend and to vote in person at the Annual Meeting. A shareholder who
executes a proxy may revoke it at any time before it is voted by filing with the
Secretary of the Company either a written revocation or an executed proxy
bearing a later date, or by attending and voting in person at the Annual
Meeting.

                      -------------------------------------

                 The date of this proxy statement is May 7, 2001


                                       2
<PAGE>   6


                                   PROPOSAL 1

                              ELECTION OF DIRECTORS

         The Company's board of directors has nominated each of William H.
Scott, III and Burton B. Goldstein, Jr. for election as a Class III director to
hold office until the Company's 2004 annual meeting of shareholders and until
his successor has been elected and qualified.

         The Company's board of directors believes that the nominees will be
available and able to serve as director. It is anticipated that management
shareholders of the Company will grant authority to vote for the election of the
nominees.

         As of the date of this Proxy Statement, the Company's board of
directors consists of six directors divided into three classes, with two
directors in each of Classes I, II and III. The terms of Messrs. Scott and
Goldstein expire at the Annual Meeting. Mr. Goldstein agreed to be reclassified
from a Class I director to a Class III director effective upon the resignation
of Bernard S. Hodes, which was effective as of May 1, 2001. In connection with
Mr. Hodes' resignation, the Company's board of directors reduced the size of the
board effective as of May 1, 2001 to six directors. The terms of the Class I and
Class II directors expire at the Company's annual meetings of shareholders in
2002 and 2003, respectively. Generally, directors hold office until the
Company's annual meeting of shareholders in the year in which the term of their
Class expires and until their successors have been duly elected and qualified.
However, if the directors appoint individuals to fill vacancies on the board of
directors, such appointed directors serve until the Company's next annual
meeting of shareholders.

     THE HEADHUNTER.NET BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
   VOTE FOR THE APPROVAL OF THE NOMINEES. THE AFFIRMATIVE VOTE OF A PLURALITY
     OF THE VOTES CAST AT THE ANNUAL MEETING AT WHICH A QUORUM IS PRESENT IS
                   REQUIRED FOR THE ELECTION OF THE NOMINEES.

INFORMATION CONCERNING NOMINEES AND DIRECTORS

         The following table sets forth the names of the nominees for director
and the directors continuing in office, their ages, the year in which each was
first elected as a director, their position(s) with the Company, their principal
occupations and employers for at least the last five years, and any other
directorships held by them in certain other companies. For information
concerning directors' ownership of common stock, see "Beneficial Owners of More
Than Five Percent of the Company's Common Stock; Shares Held by Directors and
Executive Officers" below. For information concerning membership on committees
of the board of directors, see "Meetings of the Board of Directors and
Committees" below. For information regarding the Company's executive officers
and key employees, see "Executive Officers and Key Employees of the Company"
below.

                        NOMINEE TO THE BOARD OF DIRECTORS

                   CLASS III - TERM EXPIRING AT ANNUAL MEETING

<TABLE>
<CAPTION>
                                                        POSITIONS WITH THE COMPANY, PRINCIPAL OCCUPATIONS
                                                         DURING AT LEAST THE PAST FIVE YEARS, AND OTHER
NAME AND YEAR FIRST ELECTED DIRECTOR            AGE                     DIRECTORSHIPS
------------------------------------            ---                     -------------
<S>                                             <C>    <C>
William H. Scott, III, 1997                     53     William H. Scott, III has served as a director of
                                                       HeadHunter.NET since October 1997 and became Chairman of the
                                                       board of directors in July 1998.  Since December 1991, Mr.
                                                       Scott has served as President of ITC Holding Company, Inc., a
                                                       diversified telecommunications and technology holding company
                                                       and a principal shareholder of HeadHunter.NET, and has served
                                                       on its board of directors since May 1989.  Mr. Scott serves
                                                       as a director of Powertel, Inc., a wireless
                                                       telecommunications services company; KNOLOGY Holdings, Inc.,
                                                       a broadband telecommunications services provider;
                                                       ITC(DELTA)DeltaCom, Inc., a regional telecommunications
                                                       services provider and Innotrac Corporation, a provider of
                                                       customized
</TABLE>


                                       3
<PAGE>   7

<TABLE>

<S>                                             <C>    <C>
                                                       technology-based marketing and support services.

Burton B. Goldstein, Jr., 1998                  53     Burton B. Goldstein, Jr. has served as a director of
                                                       HeadHunter.NET since July 1998.  Mr. Goldstein is currently a
                                                       venture partner with Mellon Ventures, a venture capital arm
                                                       of Mellon Bank.  Mr. Goldstein co-founded Information
                                                       America, Inc., an online information services company in
                                                       1982, and served as its President from November 1982 to June
                                                       1998. From 1996 until June 1998, Mr. Goldstein served on the
                                                       executive committee of West Group, a division of The Thomson
                                                       Corporation, an information and publishing company.  Mr.
                                                       Goldstein serves as a director of Wire Access and Noviant and
                                                       a Board adviser at eMusic and Investor Force.
</TABLE>

(1)      Effective as of May 1, 2001, Mr. Goldstein has agreed to be
reclassified from a Class I director to a Class III director.

             MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE

                 CLASS I - TERM EXPIRING AT ANNUAL MEETING 2002

<TABLE>
<CAPTION>
                                                        POSITIONS WITH THE COMPANY, PRINCIPAL OCCUPATIONS
                                                         DURING AT LEAST THE PAST FIVE YEARS, AND OTHER
NAME AND YEAR FIRST ELECTED DIRECTOR            AGE                     DIRECTORSHIPS
------------------------------------            ---                     -------------
<S>                                             <C>    <C>
Robert M. Montgomery, 1998                      43     Robert M. Montgomery has served as a director of
                                                       HeadHunter.NET since January 1998 and its Chief Executive
                                                       Officer since March 1999.  From January 1999 to April 2001,
                                                       Mr. Montgomery served as HeadHunter.NET's President.  Since
                                                       1992, Mr. Montgomery has served as a Vice President of ITC
                                                       Holding Company, Inc. In 1991, Mr. Montgomery founded
                                                       InterCall, Inc., a teleconferencing company and a wholly
                                                       owned subsidiary of ITC Holding Company, Inc., and served as
                                                       its President and Chief Executive Officer until April 1999.
                                                       From 1993 to April 1999, Mr. Montgomery served as Chairman of
                                                       the Board and a director of InterCall's United Kingdom
                                                       division. From 1986 to 1991, Mr. Montgomery served in various
                                                       capacities with Telecom USA (which was purchased by MCI
                                                       Communications Corp.), including President of the Conference
                                                       Calling Division.

Michael G. Misikoff, 1999                       48     Michael G. Misikoff has served as a director of
                                                       HeadHunter.NET since May 1999. Since February 1999, Mr.
                                                       Misikoff has also served as a consultant to HeadHunter.NET.
                                                       From January 1995 to February 1999, Mr. Misikoff served as
                                                       Vice President, Chief Financial Officer, Secretary, Treasurer
                                                       and a director of Mindspring Enterprises, Inc. From January
                                                       1992 to December 1994, Mr. Misikoff was the acting Chief
                                                       Financial Officer and a director of InterCall, Inc.
</TABLE>


                                       4
<PAGE>   8

                 CLASS II - TERM EXPIRING AT ANNUAL MEETING 2003
<TABLE>
<CAPTION>
                                                        POSITIONS WITH THE COMPANY, PRINCIPAL OCCUPATIONS
                                                         DURING AT LEAST THE PAST FIVE YEARS, AND OTHER
NAME AND YEAR FIRST ELECTED DIRECTOR            AGE                     DIRECTORSHIPS
------------------------------------            ---                     -------------
<S>                                             <C>    <C>
J. Douglas Cox, 1997                            50     J. Douglas Cox has served as a director of HeadHunter.NET
                                                       since October 1997.  From September 1997 to September 1999,
                                                       Mr. Cox served as Senior Vice President -- Corporate
                                                       Development of ITC Holding Company, Inc.  From March 1987 to
                                                       September 1997 he served as Chief Financial Officer and Vice
                                                       President (Finance) of ITC Holding Company, Inc. and several
                                                       of its subsidiaries.  From 1980 to 1987, Mr. Cox was a
                                                       partner in the accounting firm of Cox & Rumsey, Certified
                                                       Public Accountants.  From 1972 to 1979, Mr. Cox was employed
                                                       by Arthur Andersen & Co., specializing in regulated
                                                       industries.


Kimberley E. Thompson, 1999                     43     Kimberley E. Thompson has served as a director of
                                                       HeadHunter.NET and its Secretary since May 1999. Since
                                                       September 1997, Ms. Thompson has served as Senior Vice
                                                       President, General Counsel and Secretary of ITC Holding
                                                       Company, Inc. and from June 1996 to September 1997, she
                                                       served as its Vice President, General Counsel and Secretary.
                                                       From 1989 to 1996, Ms. Thompson was a partner with Hogan &
                                                       Hartson LLP, a Washington D.C. law firm.
</TABLE>


MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

         Board of Directors. The property, affairs and business of the Company
are under the general management of its board of directors as provided by the
laws of Georgia and the bylaws of the Company. The Company has standing audit
and compensation committees of the board of directors and does not have a
nominating committee.

         Audit Committee. The members of the audit committee are Michael G.
Misikoff, J. Douglas Cox and Burton B. Goldstein, Jr. The audit committee is
primarily responsible for: monitoring the integrity of the Company's financial
reporting process and the system of internal controls regarding finance,
accounting and legal compliance; monitoring the independence and performance of
the Company's independent auditors; providing an avenue of communication among
the independent auditors, management and the Board of Directors; and for
reviewing areas of potential significant financial risk to the company. The
audit committee was formed in May 2000 and held one meeting during 2000.

         Compensation Committee. As of April 30, 2001, the members of the
compensation committee were Bernard S. Hodes, William H. Scott, III and Burton
B. Goldstein, Jr. Mr. Hodes has resigned as a director effective as of May 1,
2001. As a result, effective as of such date, Mr. Hodes will no longer be a
member of the compensation committee and the compensation committee will have a
vacancy. The Company's board of directors will evaluate whether to fill such
vacancy or reduce the size of the compensation committee. The compensation
committee reviews and recommends to the board of directors all compensation and
benefit arrangements of the Company's executive officers and also administers
its incentive and stock option plans. The Compensation Committee held six
meetings during 2000.

         During 2000, the Company's board of directors met nine times. Each
director, during the period such person was a director, attended at least 75% of
the aggregate number of meetings of the board of directors and the committees of
the board of directors of which such person was a member.


                                       5
<PAGE>   9


               EXECUTIVE OFFICERS AND KEY EMPLOYEES OF THE COMPANY

The executive officers and key employees of HeadHunter.NET as of the date of
this Proxy Statement and certain information about them are set forth below. If
an executive officer or key employee of the Company is also a director of the
Company, such person's information is set forth above.

<TABLE>
<CAPTION>
NAME                                              AGE          POSITION
----                                              ---  ---------------------------
<S>                                               <C>  <C>
W. Craig Stamm..............................      35   Chief Financial Officer and Assistant Secretary
Judith G. Hackett...........................      41   Senior Vice President - Marketing
Matthew W. Ferguson.........................      34   Vice President - Business Development
James V. Dale...............................      40   Chief Technology Officer
Ronald T. Self..............................      44   President and Chief Operating Officer
</TABLE>

         W. Craig Stamm has served as the Company's Chief Financial Officer
since December 2000 and served as Vice President of Corporate Development from
October 1999 until December 2000. Before joining HeadHunter.NET, Mr. Stamm was a
director of the Leveraged Finance Group at SG Cowen from 1997 to 1999. From 1995
to 1997 Mr. Stamm was a Vice President of Creditanstalt Corporate Finance
Corporation. He also was a Senior Associate with Citicorp Leveraged Capital in
New York City, with responsibility for leveraged buyouts, recapitalizations, and
restructurings from 1991 to 1995. Mr. Stamm is also a member of the
AtlantaTechnology Angels (ATA), an investment group affiliated with the Atlanta
Technology Development Center that focuses on early-stage technology ventures.

         Judith G. Hackett has served as the Company's Senior Vice President --
Marketing since May 1998. From 1995 to 1998, Ms. Hackett was the Senior Vice
President -- Advertising and Marketing with TBS Superstation, Inc., a national
cable network. From 1994 to 1995, Ms. Hackett was General Marketing Manager and
Creative Director of a CBS affiliate television station, WOIO in Cleveland, and
from 1988 to 1994 she served as its Creative Services Director while it was part
of the FOX broadcasting network.

         Matthew W. Ferguson has served as the Company's Vice President of
Business Development since June 2000. Before joining HeadHunter.NET, Mr.
Ferguson worked for DigitalWork.com, an online "Do-it-Yourself" business agency,
negotiating strategic partnerships from 1998 to 2000. In 1995, Mr. Ferguson
founded Woodington Management, a real estate investment company, and was
employed there until 1998. In 1996, Mr. Ferguson founded Merg, Inc., a waste
management company, and sold the company in 1998. From 1992 to 1994, Mr.
Ferguson was a practicing attorney with Baker & McKenzie.

         James V. Dale has served as the Company's Chief Technology Officer
since December 2000. Before working at HeadHunter.NET, he held several positions
with GE Information Services where he worked from December 1994 to December
2000. His most recent post with GE Information Services was as General Manager
in their Ireland office, where he worked to integrate the acquisition of Office
Integrated Solutions, an eProcurement solutions provider. Prior to joining GE
Information Services, Mr. Dale spent 13 years at American Software, Inc. in
Research and Development, Technical Services, and Project Management.

         Ronald T. Self joined HeadHunter.NET in April 2001 as the President and
Chief Operating Officer. From January 2000 until April 2001, Mr. Self worked at
COMSYS Information Technology Services as the Company's Executive Vice President
and Chief Operating Officer. From 1990 until 2000, Mr. Self worked for Norrell
Corporation (later Spherion through a merger) where he held various positions
including Senior Vice President of Sales and Marketing, Senior Vice President of
Metro Markets, and Vice President and General Manager of the Central Division.
Prior to joining Norrell, Mr. Self spent 11 years working for Procter & Gamble,
Pepsi-Cola and Coca-Cola USA in various field sales, marketing, national
accounts, and general management positions of increasing levels of
responsibility.

   BENEFICIAL OWNERS OF MORE THAN FIVE PERCENT OF THE COMPANY'S COMMON STOCK;
                 SHARES HELD BY DIRECTORS AND EXECUTIVE OFFICERS

FIVE PERCENT OWNERS

    Except as set forth below, the Company knows of no single person or group
that is the beneficial owner of more than 5% of common stock. Such information
is provided as of April 26, 2001.


                                       6
<PAGE>   10

<TABLE>
<CAPTION>
                                           Shares Beneficially
Name and address of beneficial owner             Owned                  Ownership Percentage
------------------------------------             -----                  --------------------
<S>                                        <C>                          <C>
Omnicom Group Inc.
437 Madison Avenue
New York, NY 10022                            4,928,500 (1)                   24.2%

ITC Holding Company, Inc.
3300 20th Avenue
Valley, Alabama 36854                         5,524,000 (2)                   27.1%

Warren L. Bare
c/o InJesus.com
2385 Satellite Boulevard                       1,292,500                       6.3%
Duluth, Georgia 30096

Capital Guardian Trust Company(3)
11100 Santa Monica Boulevard
Los Angeles, California 90025                  1,264,500                       6.2%
</TABLE>

(1)      Includes 4,827,400 shares held by Bernard Hodes Group Inc., and 101,100
shares held by Omnicom Finance, Inc., both subsidiaries of Omnicom Group Inc.

(2)      Includes 416,667 shares of common stock subject to a warrant held by
ITC Service Company, a wholly owned subsidiary, exercisable within 60 days and
24,000 shares of common stock subject to options originally granted to Mr. Scott
and Ms. Thompson as directors of HeadHunter.NET, the benefits of which have been
assigned to ITC and which are exercisable within 60 days.

(3)      The numbers reported were derived from a Schedule 13G executed by
Capital Guardian Trust Company and filed with the Securities and Exchange
Commission on February 12, 2001.

DIRECTORS AND EXECUTIVE OFFICERS

    The following table sets forth the amount of common stock beneficially owned
by the Company's directors and executive officers named in the Summary
Compensation Table and all of the Company's directors and executive officers as
a group. Such information is provided as of April 26, 2001.

<TABLE>
<CAPTION>
                    Name                     Shares Beneficially Owned    Percent of Class
                    ----                     -------------------------    ----------------
 <S>                                         <C>                          <C>
 William H. Scott, III                                16,200(1)                  *
 Robert M. Montgomery                                453,333(2)                 2.2%
 Burton B. Goldstein, Jr.                             46,100(3)                  *
 Bernard S. Hodes                                  5,124,600(4)                25.1%
 J. Douglas Cox                                       16,000(5)                  *
 Michael G. Misikoff                                  33,000(6)                  *
 W. Craig Stamm                                       75,000(7)                  *
 Judith G. Hackett                                    70,000(8)                  *
 Kimberley E. Thompson                                12,000(9)                  *
 Mark W. Partin                                     121,000(10)                  *
 Jay M. Myer                                        106,000(11)                  *
 All current directors and executive
 officers
 as a group (11 persons).....................     5,842,933(12)                28.3%
</TABLE>

------------------
* Less than 1%

(1)      Includes 12,000 shares of common stock subject to options exercisable
         within 60 days of April 26, 2001, 300 shares held by Mr. Scott's
         spouse, and 900 shares held by Mr. Scott's children.
(2)      Includes 100,000 shares of common stock subject to options exercisable
         within 60 days of April 26, 2001.
(3)      Includes 12,000 shares of common stock subject to options exercisable
         within 60 days of April 26, 2001, 7,000 shares held in Mr. Goldstein's
         IRA and 600 shares held by Mr. Goldstein's children.


                                       7
<PAGE>   11

(4)      Includes 4,827,400 shares beneficially owned by Bernard Hodes Group
         Inc., with respect to which Mr. Hodes, as an executive officer of
         Bernard Hodes Group Inc., may be deemed to be the beneficial owner. Mr.
         Hodes disclaims beneficial ownership of all such shares. Effective as
         of May 1, 2001, Mr. Hodes has resigned as a member of the Company's
         board of directors.
(5)      Includes 12,000 shares of common stock subject to options exercisable
         within 60 days of April 26, 2001.
(6)      Includes 12,000 shares of common stock subject to options exercisable
         within 60 days of April 26, 2001.
(7)      Includes 75,000 shares of common stock subject to options exercisable
         within 60 days of April 26, 2001.
(8)      Includes 40,000 shares of common stock subject to options exercisable
         within 60 days of April 26, 2001.
(9)      Includes 12,000 shares of common stock subject to options exercisable
         within 60 days of April 26, 2001.
(10)     Includes 101,000 shares of common stock subject to options exercisable
         within 60 days of April 26, 2001.
(11)     Includes 100,000 shares of common stock subject to options exercisable
         within 60 days of April 26, 2001.
(12)     Includes 275,000 shares of common stock subject to options exercisable
         within 60 days of April 26, 2001.

                             EXECUTIVE COMPENSATION

         The following table sets forth information concerning all cash and
non-cash compensation awarded to, earned by or paid to any person who has served
as Chief Executive Officer during 2000 and to our four most highly compensated
executive officers (our "named executive officers") for services rendered to us
during the year ended December 31, 2000. Except as set forth in the table below,
no other executive officer's salary and bonus exceeded $100,000 during the year
ended December 31, 2000.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                          LONG-TERM
                                                                                         COMPENSATION
                                                     ANNUAL COMPENSATION                  SECURITIES
                                        --------------------------------------------      UNDERLYING         ALL OTHER
     NAME AND PRINCIPAL POSITION             YEAR          SALARY($)      BONUS($)        OPTIONS(#)        COMPENSATION($)
------------------------------------    --------------  -------------- -------------- -----------------  ------------------
<S>                                     <C>             <C>            <C>            <C>                <C>
Robert M. Montgomery ...............         2000          228,000         70,000           400,000                210
 Chief Executive Officer                     1999           72,917         25,000           200,000              3,399

W. Craig Stamm (1) .................         2000          150,000         59,565            50,000                210
  Chief Financial Officer and                1999           30,769             --            75,000                 --
  Assistant Secretary

Judith G. Hackett...................         2000          155,000         75,628           100,000                250
  Senior Vice President - Marketing          1999          125,000         53,421            10,000              1,125

Mark W. Partin (2)..................         2000          150,000         40,341            11,000                210
  Chief Financial Officer and                1999           61,195         42,841           100,000                 --
  Assistant Secretary

Jay M. Myer (3).....................         2000          165,000         80,831           125,000                210
  Senior Vice President - Corporate          1999            7,243             --           100,000                 --
  Sales and Marketing
</TABLE>


-----------------


(1)      Mr. Stamm has served as the Company's Chief Financial Officer and
         Assistant Secretary since December 2000. He was Vice President of
         Corporate Development from December 1999 until December 2000.

(2)      Mr. Partin served as the Company's Chief Financial Officer and
         Assistant Secretary from May 1999 until December 2000.

(3)      Mr. Myer served as the Company's Senior Vice President of Corporate
         Sales and Marketing from December 1999 until February 2001.


                                       8
<PAGE>   12


                        OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                     PERCENT OF
                                        TOTAL                                                      POTENTIAL REALIZABLE
                                      NUMBER OF       OPTIONS                                      VALUE RATES OF STOCK
                                     SECURITIES      GRANTED TO      EXERCISE                      PRICE APPRECIATION
                                     UNDERLYING       EMPLOYEES      OR BASE                        FOR OPTIONS TERMS
                                      OPTIONS         IN FISCAL       PRICE      EXPIRATION       ----------------------
    NAME                             GRANTED(#)        YEAR          ($/SH)        DATE            5%($)         10%($)
    ----                          -------------     -----------     ---------   -----------       ---------     --------
    <S>                           <C>               <C>             <C>         <C>               <C>           <C>
    Robert M. Montgomery......        200,000           7.8%          7.94        7/19/10          936,285      2,339,124
    Mark W. Partin............         1,000             *           14.38        1/27/10            7,928         19,527
    Mark W. Partin............        50,376            2.0%          7.94        7/19/10          235,831        589,179
    Mark W. Partin............        49,624            1.9%          7.94        7/19/10          232,311        580,383
    W. Craig Stamm............        50,000            1.9%          7.94        7/19/10          234,071        584,781
    Judith G. Hackett.........        50,376            2.0%          7.94        7/19/10          235,831        589,179
    Judith G. Hackett.........        49,624            1.9%          7.94        7/19/10          232,311        580,383
    Jay M. Myer...............        50,376            2.0%          7.94        7/19/10          235,831        589,179
    Jay M. Myer...............        74,624            2.9%          7.94        7/19/10          349,347        872,774
</TABLE>

------------------
*  Less than 1%

         The above table sets forth summary information concerning individual
grants of stock options made during the year ended December 31, 2000 to each of
the named executive officers. The Company granted all options at the market
value on the date of grant as determined by its board of directors. Amounts
reported in the "Potential Realizable Value Rates of Stock Price Appreciation
for Options Terms" columns represent hypothetical amounts that may be realized
on exercise of options immediately prior to the expiration of their term
assuming the specified compounded rates of appreciation of our common stock over
the term of the options. These numbers are calculated based on rules promulgated
by the SEC and do not reflect an estimate of future stock price growth. Actual
gains, if any, on stock option exercises and common stock holdings are dependent
on the timing of such exercises and the future performance of the Company's
common stock. HeadHunter.NET cannot assure you that it can achieve the rates of
appreciation assumed in this table or that the individuals in this table will
receive the amounts reflected.

   AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
                                     VALUES

<TABLE>
<CAPTION>
                                                                                     NUMBER OF
                                                                                     SECURITIES
                                                                                     UNDERLYING               VALUE OF
                                                                                    UNEXERCISED          UNEXERCISED IN-THE-
                                                                                 OPTIONS AT FY-END        MONEY OPTIONS AT
                                        SHARES                                          (#)                  FY-END ($)
                                     ACQUIRED ON                                    EXERCISABLE/            EXERCISABLE/
               NAME                    EXERCISE          VALUE REALIZED ($)        UNEXERCISABLE            UNEXERCISABLE
               ----                    --------          ------------------        -------------            -------------
    <S>                              <C>                 <C>                     <C>                     <C>
    Robert M. Montgomery               100,000                1,308,333          100,000 / 367,267               0/0
    Judith G. Hackett                   20,000                 134,500            40,000 / 125,600            124,900/0
</TABLE>

DIRECTOR COMPENSATION

         HeadHunter.NET's bylaws allow its board of directors to determine from
time to time the compensation that directors may receive for their services as
directors. Through December 2000, directors of the Company were paid $500 for
physical attendance at board meetings and $200 for attendance via telephone at
board meetings in addition to being reimbursed for travel to and from the
meetings.

         Beginning January 2001 HeadHunter.NET's board members are no longer
paid cash for participating in board meetings, except for expense reimbursement.
They now receive an annual grant of options to purchase HeadHunter.NET stock
valued at $25,000 at the date of the grant for each year that they are a member
of the board.


                                       9
<PAGE>   13

Board members who are also a member of a committee receive an additional annual
grant of options to purchase HeadHunter.NET stock valued at $5,000 on the date
of the grant. These options have a vesting period of one year.

         Concurrently with their respective elections to the board of directors,
Messrs. Scott, Montgomery, Cox, Goldstein, Hodes, and Misikoff, and Ms. Thompson
were granted options to purchase 10,000 shares of common stock at per share
exercise prices of $0.40, $0.40, $0.40, $1.40, $7.94, $2.00, and $2.00,
respectively. Directors are eligible to receive additional options and awards
under the HeadHunter.NET, Inc 1998 Long-Term Incentive Plan.

EMPLOYMENT AGREEMENTS

         The Company's board of directors and the compensation committee
periodically review such salaries and bonuses and, from time to time, elect to
increase an officer's salary or bonus based on individual performance and the
Company's overall performance. The Company does not have any employment
contracts or compensatory plans or arrangements with its named executive
officers.


                                       10
<PAGE>   14

                          COMPARATIVE STOCK PERFORMANCE

         The following graph shows a comparison of cumulative total stockholder
returns for HeadHunter.NET's common stock, the Nasdaq Stock Market Index for
U.S. Companies, and the Media General Internet Information Providers Index (the
"Peer Group Index") as a peer group comparison. The graph assumes the investment
of $100 on August 19, 1999, the date of HeadHunter.NET's initial public
offering, to December 31, 2000. The data regarding HeadHunter.NET assumes an
investment at $10.188 per share, the closing price on the day of our initial
public offering. The Peer Group Index is composed of companies that provide
Internet navigation and reference guide information for World Wide Web and that
publish, provide or present proprietary, advertising and/or third party content.
HeadHunter.NET is included in the calculation of the returns of the Peer Group
Index.


                     COMPARATIVE STOCK PERFORMANCE CHART(1)


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
CUMULATIVE TOTAL RETURN                     8/19/99     9/99       12/99      3/00       6/00       9/00       12/00
-----------------------------------------------------------------------------------------------------------------------
<S>                                        <C>        <C>        <C>        <C>        <C>        <C>        <C>
HEADHUNTER.NET, INC.                        100.00     123.70     123.32     177.31      99.39      46.02      69.94

NASDAQ STOCK MARKET (U.S.)                  100.00     104.86     154.08     173.96     151.25     139.17      93.17

PEER GROUP INDEX                            100.00     132.74     287.48     287.11     257.83     282.00     192.41

-----------------------------------------------------------------------------------------------------------------------
</TABLE>

--------------------------

(1)      Assumes $100 invested on 8/19/99 in our common stock, the NASDAQ Stock
Market or Peer Group Index - including reinvestment of dividends.

         The foregoing performance graph and table shall not be deemed to be
incorporated by reference into any filing of the Company under the Securities
Act of 1933 or the Securities Exchange Act of 1934, except to the extent that
the Company specifically incorporates such information by reference.


                                       11
<PAGE>   15


COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

         The compensation committee of the board of directors has prepared the
following report on HeadHunter.NET's policies with respect to the compensation
of executive officers for the fiscal year ended December 31, 2000. The
compensation committee is charged with making decisions with respect to the
compensation of HeadHunter.NET's executive officers and administering
HeadHunter.NET's stock option plans. No member of the compensation committee is
an employee of HeadHunter.NET or its subsidiaries.

COMPENSATION POLICIES TOWARD EXECUTIVE OFFICERS

         The compensation policies of HeadHunter.NET are designed to attract,
motivate and retain experienced and qualified executives, to increase the
overall performance of HeadHunter.NET, to increase shareholder value and to
increase the performance of individual executives.

         The compensation committee seeks to provide competitive salaries based
upon individual performance together with annual cash bonuses awarded based on
HeadHunter.NET's overall performance relative to corporate objectives, taking
into account individual contributions, teamwork and performance levels. In
addition, it is the policy of HeadHunter.NET to grant stock options to
executives upon their commencement of employment with HeadHunter.NET and
annually thereafter in order to strengthen the alliance of interest between such
executives and HeadHunter.NET's shareholders and to give executives the
opportunity to reach the top compensation levels of the competitive market
depending on HeadHunter.NET's performance, as reflected in the market price of
HeadHunter.NET common stock.

         The following describes in more specific terms the elements of
compensation that implement the compensation committee's compensation policies,
with specific reference to compensation reported for 2000.

         Base Salaries. Base salaries of executives are initially determined by
evaluating the responsibilities of the position, the experience and knowledge of
the individual, and the competitive marketplace for executive talent, including
a comparison to base salaries for comparable positions at peer public companies
in HeadHunter.NET's geographic region. Base salaries for executive officers are
reviewed annually by the compensation committee based upon, among other things,
individual performance and responsibilities.

         Annual salary adjustments are recommended by the Chief Executive
Officer by evaluating the performance of each executive officer after
considering new responsibilities and the previous year's performance. The
compensation committee performs the same review of the performance of the Chief
Executive Officer. Individual performance ratings take into account such factors
as achievement of specific goals that are driven by HeadHunter.NET's strategic
plan and attainment of specific individual objectives. The factors affecting
base salary levels are not assigned specific weights.

         Bonuses. HeadHunter.NET's annual bonuses to its executive officers are
based on both corporate and individual performance, as measured by reference to
factors that reflect objective performance criteria over which management
generally has the ability to exert some degree of control. These corporate
performance factors consist of revenue and earnings targets established in
HeadHunter.NET's annual budget. Bonuses for 2000, which were paid in 2001, are
based upon the achievement of such financial and operating factors.

         Stock Options. A third component of executive officers' compensation
consists of awards under the HeadHunter.NET, Inc. 1998 Long-Term Incentive Plan,
pursuant to which HeadHunter.NET grants executive officers and other key
employees options to purchase shares of common stock.

         The compensation committee grants stock options to HeadHunter.NET's
executives in order to align their interests with the interests of the
shareholders. Stock options are considered by the compensation committee to be
an effective long-term incentive because the executives' gains are linked to
increases in the value of HeadHunter.NET common stock, which in turn provides
shareholder gains. The compensation committee generally grants options to new
executive officers and other key employees upon their commencement of employment
with HeadHunter.NET and annually thereafter. The options generally are granted
at an exercise price equal to the closing market price of the HeadHunter.NET
common stock at the date of the grant. Options granted to executive officers in
2000 typically vest over a period of four years following the date of grant. The
maximum option term is ten years. Employees who held options with a grant date
previous to April 2000 received immediate vesting of all of


                                       12
<PAGE>   16

those options in conjunction with the CareerMosaic merger. The full benefit of
the options is realized upon appreciation of the stock price in future periods,
thus providing an incentive to create value for HeadHunter.NET's shareholders
through appreciation of stock price. Management of HeadHunter.NET believes that
stock options have been helpful in attracting and retaining skilled executive
personnel.

         Stock option grants made to executive officers in 2000 reflect
significant individual contributions relating to HeadHunter.NET's operations and
implementation of HeadHunter.NET's development and growth programs. Certain
newly hired executive officers also received stock option grants at the time of
their employment with HeadHunter.NET. During 2000, HeadHunter.NET granted stock
options to purchase an aggregate of 2,474,500 shares of common stock to
approximately 220 employees, including options to purchase an aggregate of
375,000 shares of common stock to HeadHunter.NET's five most highly compensated
executive officers at December 31, 2000. The per share option exercise prices of
options granted to employees during 2000 ranged from $6.00 to $14.38, which
generally equaled the fair market value of a share of HeadHunter.NET common
stock on the respective dates of grant.

         Employee Stock Purchase Plan. HeadHunter.NET adopted an Employee Stock
Purchase Plan under which any employee of HeadHunter.NET, including executive
officers, may purchase shares of HeadHunter.NET's common stock at certain
discounts.

         Other. HeadHunter.NET adopted a contributory retirement plan, referred
to as the "401(k) plan." Employees become eligible to participate in the plan on
the first day of the quarter following two months of employment with
HeadHunter.NET. The 401(k) plan provides that each participant may contribute up
to 15% of the participant's salary, but not to exceed the annual statutory
limit. In 2000, HeadHunter.NET made matching contributions to each participant's
account equal to 50% of the first 6% of such participant's annual contribution
by salary and/or bonus deferral to the 401(k) plan.

CHIEF EXECUTIVE OFFICER COMPENSATION

         The executive compensation policy described above is applied in setting
Mr. Montgomery's compensation. Mr. Montgomery generally participates in the same
executive compensation plans and arrangements available to the other senior
executives. Accordingly, his compensation also consists of annual base salary,
annual bonus and long-term equity-linked compensation. The compensation
committee's general approach in establishing Mr. Montgomery's compensation is to
be competitive with peer companies, but to have a large percentage of his target
compensation based upon the long-term performance of HeadHunter.NET, as
reflected in part in the market price of the common stock.

         Mr. Montgomery's compensation for the year ended December 31, 2000
included $300,000 in base salary and a $70,000 cash bonus. Mr. Montgomery's
salary and bonus payments for 2000 were based on, among other factors,
HeadHunter.NET's performance and the 1999 compensation of chief executive
officers of comparable companies, although his compensation was not linked to
any particular group of these companies. Mr. Montgomery was also granted options
to purchase 200,000 shares of common stock in 2000 under HeadHunter.NET's 1998
Long-Term Incentive Plan.

COMPENSATION DEDUCTIBILITY POLICY

         Under Section 162(m) of the Internal Revenue Code, and applicable
Treasury regulations, no tax deduction is allowed for annual compensation in
excess of $1 million paid to any of HeadHunter.NET's five most highly
compensated executive officers in any one calendar year. The compensation
committee intends to maximize the extent of tax deductibility of executive
compensation under the provisions of Section 162(m) so long as doing so is
compatible with its determinations as to the most appropriate methods and
approaches for the design and delivery of compensation to HeadHunter.NET's
executive officers.

                                             Respectfully submitted,

                                             William H. Scott, III
                                             Burton B. Goldstein, Jr.
                                             Bernard S. Hodes


                                       13
<PAGE>   17

     The foregoing Report of the compensation committee on executive
compensation shall not be deemed to be incorporated by reference into any filing
of the Company under the Securities Act of 1933 or the Securities Exchange Act
of 1934, except to the extent that the Company specifically incorporates such
information by reference.


                                       14
<PAGE>   18


                          REPORT OF THE AUDIT COMMITTEE

         The following report of the audit committee does not constitute
"soliciting material" and should not be deemed to be "filed" with the Securities
and Exchange Commission or incorporated by reference into any other filing of
the Company under the Securities Act of 1933 or the Securities Exchange Act of
1934, except to the extent that the Company specifically incorporates this
report by reference in any of those filings.

         The audit committee oversees the Company's financial reporting process
on behalf of the board of directors. The audit committee operates under a
written charter adopted by the board of directors on May 19, 2000, which is
included as Annex B to this Proxy Statement. This report reviews the actions
taken by the audit committee with regard to the Company's financial reporting
process during 2000 and particularly with regard to the Company's audited
consolidated financial statements as of December 31, 2000 and 1999 and for the
three years in the period ended December 31, 2000.

         The audit committee is composed of two independent directors, as that
term is defined by the National Association of Securities Dealers, Inc. The
third member, J. Douglas Cox, is not independent under the rules of the National
Association Securities Dealers because he was employed by ITC Holding Company,
Inc., an affiliate of the Company, within the past three years. Mr. Cox ceased
to work for ITC Holding Company is September 1999. The rules of the National
Association of Securities Dealers permit the Company to appoint one
non-independent director to the audit committee if the Company's board of
directors, under exceptional and limited circumstances, determines that
membership on the audit committee by a non-independent director is in the best
interests of the Company and its shareholders. The Company's board of directors
believes that Mr. Cox's extensive background in financial, business and
accounting matters allow him to provide valuable advice to the audit committee.
In addition, the Company's board of directors believes that Mr. Cox's former
employment with ITC holding Company will not impair his judgment as a member of
the audit committee. Therefore, the board of directors determined that Mr. Cox's
service on the audit committee is in the best interests of the Company and its
shareholders.

         The Company's management has the primary responsibility for the
Company's financial statements and reporting process, including the systems of
internal controls. The Company's outside auditors are responsible for performing
an independent audit of the Company's consolidated financial statements in
accordance with generally accepted auditing standards and issuing a report
thereon. The committee's responsibility is to monitor and oversee these
processes and to recommend annually to the board of directors the accountants to
serve as the Company's outside auditors for the coming year.

         The audit committee has implemented procedures to ensure that during
the course of each fiscal year it devotes the attention that it deems necessary
or appropriate to fulfill its oversight responsibilities under the audit
committee's charter. To carry out its responsibilities, the audit committee met
one time during 2000.

         In fulfilling its oversight responsibilities, the audit committee
reviewed and discussed with management the audited financial statements to be
included in the Company's Annual Report on Form 10-K for 2000, including a
discussion of the quality (rather than just the acceptability) of the accounting
principles, the reasonableness of significant judgments and the clarity of
disclosures in the financial statements.

         The audit committee also reviewed with the Company's outside auditors,
Arthur Andersen LLP, their judgments as to the quality (rather than just the
acceptability) of the Company's accounting principles and such other matters as
are required to be discussed with the audit committee under Statement on
Auditing Standards No. 61, Communication with Audit Committees. In addition, the
audit committee discussed with Arthur Andersen LLP its independence from
management and the Company, including the matters in the written disclosures
received from Arthur Andersen LLP that are required by Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees. The audit
committee also considered whether the provision of services during 2000 by
Arthur Andersen LLP that were unrelated to their audit of the financial
statements referred to above and to their reviews of the Company's interim
financial statements during 2000 is compatible with maintaining Arthur
Andersen's independence.

         Additionally, the audit committee discussed with the Company's internal
and outside auditors the overall scope and plan for their respective audits. The
audit committee met with the internal and outside auditors, with and without
management present, to discuss the results of their examinations, their
evaluations of the Company's internal controls and the overall quality of the
Company's financial reporting.


                                       15
<PAGE>   19

         In reliance on the reviews and discussions referred to above, the audit
committee recommended to the board of directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for 2000 for
filing with the Securities and Exchange Commission. The audit committee also
recommended to the board that the Company retain Arthur Andersen LLP as the
Company's outside auditors for 2001.


                                          Michael G. Misikoff, Chairman
                                          J. Douglas Cox, Member
                                          Burton B. Goldstein, Jr., Member


                                       16
<PAGE>   20


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         HeadHunter.NET believes that all of the following transactions were
made on terms no less favorable to it than could have been obtained from
unaffiliated third parties. All future transactions, including loans, between
HeadHunter.NET and its officers, directors, principal shareholders and their
affiliates will be approved by a majority, but not fewer than two, of its
disinterested directors, and will continue to be on terms no less favorable to
HeadHunter.NET than could be obtained from unaffiliated third parties.

         On July 19, 2000, in conjunction with the Career Mosaic merger,
HeadHunter.NET entered into a credit agreement with Omnicom Finance, Inc., a
wholly owned subsidiary of Omnicom Group Inc., pursuant to which Omnicom Finance
made available to HeadHunter.NET a revolving line of credit of up to $10.0
million. On February 27, 2001, HeadHunter. NET and Omnicom Finance amended the
credit agreement to, among other things, extend the maturity date to June 30,
2004. Principal amounts outstanding under the amended credit facility bear
interest at a fixed rate of 6.65% until March 31, 2002. Beginning April 1, 2002
the rate will be based on the 30-day commercial paper rate plus 110 basis
points. HeadHunter.NET paid $213,594 to Omnicom Finance in 2000 for interest
accrued-to-date. Subsequently, in the first quarter of 2001 HeadHunter.NET
prepaid interest on the credit facility through March 2002 by issuing 101,100
shares of HeadHunter.NET common stock. As if April 26, 2001, there was $10.0
million outstanding under the line of credit.

         On July 19, 2000, in conjunction with the Career Mosaic merger,
HeadHunter.NET entered into a service agreement with Bernard Hodes Group Inc., a
wholly owned subsidiary of Omnicom Group Inc. The agreement entitled Bernard
Hodes Group to sell all HeadHunter.NET services and to receive a more favorable
discount than is generally offered to other advertising agencies that do
business with HeadHunter.NET. From the date of the merger until September 30,
2000 the discount was fixed at 40%. Beginning October 2000, the discount is
based on a sliding scale that is directly tied to the total dollars that Bernard
Hodes Group sells. The discount rate is recalculated quarterly based on sales
for the prior quarter.

         In January 2000 HeadHunter.NET entered into a contract with ITC Service
Company to purchase a 1% equity interest in two airplanes; a Beech Jet and a
King Air. During 2000, HeadHunter.NET paid $102,769 toward the purchase of the
interest. Subsequently, in 2001 the Beech Jet was traded in for a Lear Jet and
HeadHunter.NET purchased a 1% interest in that airplane for an additional
$37,050. This equity interest makes the airplanes available to the Company's
executives on a limited basis. The Company was billed $27,239 for its portion of
operating expenses related to the planes for 2000.

         A director of ITC Holding Company, a substantial shareholder of the
Company, owns a substantial interest in an insurance company through which the
Company obtains certain insurance coverage. Insurance expense paid to that
company for the year ended December 31, 2000 was $290,849.

         The Company utilizes InterCall for internal conference calls. InterCall
is related to ITC through common ownership and Mr. Montgomery was InterCall's
Chief Executive Officer until April 19, 1999. Telephone conferencing expenses
with InterCall were $68,140 for the year ended December 31, 2000.

         Beginning in January 1998, the Company entered into an agreement with
ITCDeltaCom, Inc. ("ITCDeltaCom") to serve as the Company's Internet service
provider and host of the Company's web site. ITCDeltaCom is related to ITC
through both common ownership and board membership. Internet access and
long-distance telephone charges totaled $149,286 for the year ended December 31,
2000.

           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         Prior to establishing the compensation committee in July 1998,
HeadHunter.NET's board of directors determined executive compensation. As of the
date of this Proxy Statement, Mr. Goldstein and Mr. Scott serve on
HeadHunter.NET's compensation committee. Except for Mr. Scott, none of the
Company's executive officers currently serve as a member of the compensation
committee or as a director of any entity of which any of our directors serve as
an executive officer. Mr. Scott is a director of ITC for which Ms. Thompson is
an executive officer.


                                       17
<PAGE>   21


                                   PROPOSAL 2

                        APPROVAL OF THE AMENDMENT TO THE
               HEADHUNTER.NET, INC. 1998 LONG-TERM INCENTIVE PLAN

         On July 15, 1998, HeadHunter.NET's board of directors adopted the
HeadHunter.NET, Inc. 1998 Long-Term Incentive Plan and on July 16, 1998 its
shareholders approved this plan. HeadHunter.NET amended the plan in April 1999
to increase the number of shares available for issuance under the plan and the
shareholders approved such amendment to the plan in April 1999. In June 2000,
HeadHunter.NET's board of directors adopted another amendment to the plan to
further increase the number of shares available for issuance under the plan and
the shareholders approved such amendment to the plan in July 2000.

         As of April 26, 2001, there were 931,950 shares remaining available for
awards under the plan. As of April 26, 2001, there were approximately 361 people
eligible to participate in the plan and 343 persons holding outstanding options
to purchase shares of common stock. On April 11, 2001, our board of directors
recommended an additional amendment to the plan, subject to the approval of the
shareholders, to increase the number of shares available for awards under the
plan to 4,400,000, an increase of 400,000 shares. The Company believes that the
proposed increase in shares is needed to provide it with the ability to continue
to attract and retain highly qualified employees, officers, directors and
consultants.

         A summary of the plan, as proposed to be amended, is set forth below.
The summary is qualified in its entirety by the full text of the plan, a copy of
which is attached as Annex A to this proxy statement.

         The purpose of the plan is to promote the Company's success by linking
the personal interests of its employees, officers, non-employee directors and
consultants to those of its shareholders, and by providing participants with an
incentive for outstanding performance.

         The plan authorizes the granting of awards in form of:

         (1)      options to purchase shares of common stock, which may be
                  incentive stock options or non-qualified stock options;

         (2)      stock appreciation rights;

         (3)      performance shares;

         (4)      restricted stock awards;

         (5)      dividend equivalents; or

         (6)      other stock-based awards.

         Not more than 10% of the shares authorized under the plan may be
granted as awards of either restricted stock or unrestricted stock awards. The
maximum number of shares of common stock with respect to one or more options
and/or stock appreciation rights that may be granted during any one calendar
year under the plan to any one person is 1,000,000. The maximum fair market
value of any awards, other than options and stock appreciation rights, which may
be received by a participant, less any consideration paid by the participant for
such award, during any one calendar year under the plan is $5,000,000.

         The compensation committee of the Company's board of directors
administers the plan. The committee has the authority to:

         (1)      designate participants;

         (2)      determine the type or types of awards to be granted to each
                  participant and the number, terms and conditions thereof;


                                       18
<PAGE>   22

         (3)      establish, adopt or revise any rules and regulations as it may
                  deem advisable to administer the plan; and

         (4)      make all other decisions and determinations that may be
                  required under the plan.

         Stock Options. The committee is authorized under the plan to grant
options, which may be incentive stock options or non-qualified stock options.
All options will be evidenced by a written award agreement between us and the
participant, which will include any provisions specified by the committee. The
terms of an incentive stock option must meet the requirements of Section 422 of
the Internal Revenue Code.

         Stock Appreciation Rights. The committee may also grant stock
appreciation rights. Upon the exercise of a stock appreciation right, the holder
has the right to receive the excess, if any, of the fair market value of one
share of common stock on the date of exercise, over the grant price of the stock
appreciation right as determined by the committee, which will not be less than
the fair market value of one share of common stock on the date of grant. All
awards of stock appreciation rights will be evidenced by an award agreement,
reflecting the terms, methods of exercise, methods of settlement, form of
consideration payable in settlement, and any other terms and conditions of the
stock appreciation right, as determined by the committee at the time of grant.

         Performance Shares. The committee may grant performance shares to
participants on such terms and conditions as may be selected by the committee.
The committee will have the complete discretion to determine the number of
performance shares granted to each participant and to set performance goals and
other terms or conditions to payment of the performance shares in its discretion
which, depending on the extent to which they are met, will determine the number
and value of performance shares that will be paid to the participant.

         Restricted Stock Awards. The committee may make awards of restricted
stock to participants, which will be subject to such restrictions on
transferability and other restrictions as the committee may impose including,
without limitation, limitations on the right to vote restricted stock or the
right to receive dividends, if any, on the restricted stock.

         Dividend Equivalents. The committee is authorized to grant dividend
equivalents to participants subject to such terms and conditions as may be
selected by the committee. Dividend equivalents entitle the participant to
receive payments equal to dividends with respect to all or a portion of the
number of shares of common stock subject to an award.

         Other Stock-Based Awards. The committee may, subject to limitations
under applicable law, grant such other awards that are payable in or valued
relative to shares of common stock as deemed by the committee to be consistent
with the purposes of the plan, including without limitation, shares common stock
awarded purely as a bonus and not subject to any restrictions or conditions. The
committee will determine the terms and conditions of any such awards.

         Performance Goals. The committee may determine that any award will be
determined solely on the basis of:

         (1)      HeadHunter.NET's achievement, or the achievement of its parent
                  or subsidiary, of a specified target return, or target growth
                  in return, on equity or assets,

         (2)      HeadHunter.NET's stock price, or the stock price of any parent
                  or subsidiary of HeadHunter.NET,

         (3)      the achievement by a business unit of HeadHunter.NET or its
                  parent or subsidiary, of a specified target, or target growth
                  in, net income or earnings per share, or

         (4)      any combination of the above.

         If an award is made on such basis, the committee must establish goals
prior to the beginning of the period for which such performance goal relates, or
such later date as may be permitted under applicable tax regulations, and the
committee may for any reason reduce, but not increase, any award,
notwithstanding the achievement of a specified goal. Any payment of an award
granted with performance goals will be conditioned on the written certification
of the committee in each case that the performance goals and any other material
conditions were satisfied.


                                       19
<PAGE>   23

         Limitations on Transfer; Beneficiaries. No award under the plan is
assignable or transferable other than by will or the laws of descent and
distribution or, except in the case of an incentive stock option, pursuant to a
qualified domestic relations order. However, the committee may permit other
transfers if it deems appropriate.

         Acceleration of Vesting. In accordance with the terms of the plan, all
options under the plan outstanding prior to April 15, 2000 became fully vested
and immediately exercisable upon the closing of the acquisition of Career
Mosaic, except that Robert M. Montgomery agreed to defer the accelerated vesting
of his options to purchase 376,667 shares granted under the plan until the times
previously specified in this option agreements. For options granted after April
15, 2000 under the plan, the following acceleration provision will apply. Upon a
participant's death or disability, all of his outstanding awards will become
fully vested and exercisable. Unless otherwise provided in an award agreement,
in the event of a change in control, all outstanding awards will become fully
vested and exercisable unless, in the opinion of our accountants, such
acceleration would preclude the use of pooling of interest accounting treatment
for a change in control transaction that would otherwise qualify for such
accounting treatment and is contingent upon qualifying for such accounting
treatment. In addition, the committee may in its discretion declare all awards
to be fully vested and exercisable at any time. The committee may discriminate
among participants or among awards in exercising such discretion.

         Termination and Amendment. The committee may at any time amend or
terminate the plan without shareholder approval; but it may condition any
amendment on the approval of our shareholders if such approval is necessary or
advisable under tax, securities or other applicable laws, policies or
regulations. The committee may amend or terminate any outstanding award without
approval of the participant, but such amendment or termination may not, without
the participant's consent, reduce or diminish the value of the award determined
as if it had been exercised, vested, cashed in or otherwise settled on the date
of such amendment or termination.

CERTAIN FEDERAL INCOME TAX EFFECTS

         The following discussion is a summary of the federal income tax
provisions relating to the grant and exercise of awards under the plan and the
subsequent sale of common stock acquired under the plan. The tax effect of
exercising awards may vary depending upon the particular circumstances, and the
income tax laws and regulations change frequently.

         Nonqualified Stock Options. There will be no federal income tax
consequences to a participant or to HeadHunter.NET upon the grant of a
nonqualified stock option. When the participant exercises a nonqualified option,
however, he will realize ordinary income in an amount equal to the excess of the
fair market value of the option shares that he receives upon exercise of the
option at the time of exercise over the exercise price, and the Company will be
allowed a corresponding deduction, subject to certain limitations under Section
162(m) of the Internal Revenue Code. Any gain that a participant realized when
the participant later sells or disposes of the option shares will be short-term
or long-term capital gain, depending on how long he held the shares.

         Incentive Stock Options. There typically will be no federal income tax
consequences to a participant or to the Company upon the grant or exercise of an
incentive stock option. If the participant holds the option shares for the
required holding period of at least two years after the date the option was
granted or one year after the exercise of the option, the difference between the
exercise price and the amount realized upon sale or disposition of the option
shares will be long-term capital gain or loss, and we will not be entitled to a
federal income tax deduction. If the participant disposes of the option shares
in a sale, exchange, or other disqualifying disposition before the required
holding period ends, he will realize taxable ordinary income in an amount equal
to the excess of the fair market value of the option shares at the time of
exercise over the exercise price, and the Company will be allowed a federal
income tax deduction equal to such amount, subject to certain limitations under
Internal Revenue Code Section 162(m).

         While the exercise of an incentive stock option does not result in
current taxable income, the excess of the fair market value of the option shares
at the time of exercise over the exercise price will be an item of adjustment
for purposes of determining the participant's alternative minimum tax income.

         Stock Appreciation Rights. The participant will not recognize income,
and the Company will not be allowed a tax deduction, at the time a stock
appreciation right is granted. When the participant exercises the stock
appreciation right, the amount of cash and the fair market value of any shares
of common stock received will be ordinary income,


                                       20
<PAGE>   24

and the Company will be allowed a federal income tax deduction equal to such
amount, subject to certain limitations under Internal Revenue Code Section
162(m).

         Restricted Stock. Unless a participant makes an election to accelerate
recognition of the income to the date of grant as described below, the
participant will not recognize income, and the Company will not be allowed a tax
deduction, at the time a restricted stock award is granted. When the
restrictions lapse, the participant will recognize ordinary income equal to the
fair market value of the common stock as of that date, less any amount he paid
for the stock, and the Company will be allowed a corresponding tax deduction at
that time, subject to certain limitations under Internal Revenue Code Section
162(m).

         If the participant files an election under Section 83(b) of the
Internal Revenue Code within 30 days after the date of grant of the restricted
stock, he will recognize ordinary income as of the date of grant equal to the
fair market value of the stock as of that date, less any amount a participant
paid for the stock, and the Company will be allowed a corresponding tax
deduction at that time, subject to certain limitations under Internal Revenue
Code Section 162(m). Any future appreciation in the stock will be taxable to the
participant at capital gains rates. However, if the stock is later forfeited, he
will not be able to recover the tax previously paid pursuant to his Section
83(b) election.

         Performance Shares. A participant will not recognize income, and the
Company will not be allowed a tax deduction, at the time performance shares are
granted. When the participant receives payment under the performance shares, the
amount of cash and fair market value of any shares of stock received will be
ordinary income to the participant, and the Company will be allowed as
corresponding tax deduction at that time, subject to certain limitations under
Internal Revenue Code Section 162(m).

BENEFITS TO NAMED EXECUTIVE OFFICERS AND OTHERS

         As of April 26, 2001, awards had been granted or approved for grant
under the plan to 343 persons, including the following persons and groups. Any
future awards will be made at the discretion of the committee. Therefore, it is
not presently possible to determine the benefits or amounts that will be
received by such persons or groups pursuant to the plan in the future.

<TABLE>
<CAPTION>
                                                                      1998 LONG-TERM INCENTIVE PLAN

                                                                                           NUMBER OF SHARES
                                                                  DOLLAR VALUE            UNDERLYING OPTIONS
                                                                  ------------            ------------------
  <S>                                                             <C>                     <C>
  Robert M. Montgomery                                                 (1)                      477,267
  W. Craig Stamm                                                       (1)                      175,600
  Judith G. Hackett                                                    (1)                      165,600
  Mark W. Partin                                                       (1)                      111,000
  Jay M. Myer                                                          (1)                      225,600
  All Current Executive Officers as a Group                            (1)                    1,293,767
  All Current Directors who are not Executive Officers
    as a Group                                                         (1)                       93,400
  All Non-Executive Employees as a Group                               (1)                    1,676,200
</TABLE>

---------------

     (1)      The dollar value of the above options is dependent on the
              difference between the exercise price and the fair market
              value of the underlying shares on the date of exercise.

ADDITIONAL INFORMATION

         The closing price of the Company's common stock, as reported by the
Nasdaq National Market on April 26, 2001 was $4.18.


                                       21
<PAGE>   25

         THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE VOTES CAST AT
THE ANNUAL MEETING ON THIS PROPOSAL WILL CONSTITUTE APPROVAL OF THE AMENDMENT TO
THE PLAN.

                    THE BOARD OF DIRECTORS RECOMMENDS A VOTE
                 FOR THE APPROVAL OF THE AMENDMENT TO THE PLAN.


                                       22
<PAGE>   26


                                   PROPOSAL 3

                      RATIFICATION OF INDEPENDENT AUDITORS

         HeadHunter.NET's consolidated financial statements for the year ended
December 31, 2000 were audited by Arthur Andersen LLP, independent auditors.

         Audit Fees. The aggregate fees, including expenses reimbursed, billed
by Arthur Andersen LLP for professional services rendered for the audit of the
consolidated financial statements of the Company and its subsidiaries for fiscal
year 2000, the reviews of the Company's quarterly financial statements during
fiscal year 2000 and audit related services were $65,000.

         All Other Fees. The aggregate fees, including expenses reimbursed,
billed by Arthur Andersen LLP for services rendered to the Company and its
subsidiaries, other than the services described above, for fiscal year 2000 were
$213,737. The Audit Committee has considered whether the provision of the
non-audit services provided by Arthur Andersen LLP to the Company is compatible
with maintaining Arthur Andersen LLP's independence.

         HeadHunter.NET's board of directors has selected Arthur Andersen LLP to
conduct the annual audit of the financial statements of HeadHunter.NET for the
fiscal year ending December 31, 2001. The ratification by the shareholders of
the selection of Arthur Andersen LLP as independent auditors is not required by
law or by the bylaws of HeadHunter.NET. The HeadHunter.NET board of directors,
consistent with the practice of most publicly held corporations, is nevertheless
submitting this selection to the shareholders. If this selection is not ratified
at the annual meeting, the HeadHunter.NET board of directors intends to
reconsider its selection of independent auditors for the fiscal year ending
December 31, 2001.

         Representatives of Arthur Andersen LLP will be presented at the annual
meeting with an opportunity to make statements, if they so desire, and to
respond to appropriate questions with respect to that firm's audit of
HeadHunter.NET's financial statements for the fiscal year ended December 31,
2001.

  RATIFICATION OF ARTHUR ANDERSEN LLP REQUIRES THAT THE VOTES CAST IN FAVOR OF
      RATIFICATION EXCEED THE VOTES CAST AGAINST RATIFICATION AT THE ANNUAL
                      MEETING AT WHICH A QUORUM IS PRESENT.

   THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION
   OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
                               DECEMBER 31, 2001.


                                       23
<PAGE>   27


                SHAREHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING

         Proposals of HeadHunter.NET shareholders intended to be presented at
the 2002 HeadHunter.NET annual meeting must be received by HeadHunter.NET at its
principal executive offices no later than January 7, 2002, in order to be
considered for inclusion in the proxy statement and form of proxy for that
meeting. These proposals must comply with the requirements as to form and
substance established by the Securities and Exchange Commission and the
procedural requirements in the Company's bylaws in order to be included in the
proxy statement. A shareholder who wishes to make a proposal at the 2002 annual
meeting without including the proposal in HeadHunter.NET's proxy statement and
form of proxy relating to that meeting must deliver such proposal to the
Secretary of HeadHunter.NET at HeadHunter.NET's principal executive offices by
March 23, 2002. If the shareholder fails to give notice by this date, then the
persons named as proxies in the proxies solicited by the HeadHunter.NET board of
directors for the 2002 annual meeting may exercise discretionary voting power
regarding any such proposal.

                                   ADDITIONAL

PROXY SOLICITATION COSTS

         In addition to solicitation by mail, the directors, officers and
employees of HeadHunter.NET may solicit proxies from HeadHunter.NET shareholders
by telephone, facsimile, e-mail or in person. HeadHunter.NET has retained
Corporate Communications to aid in the solicitation of proxies. These services
are included in HeadHunter.NET's monthly retainer currently being paid to
Corporate Communications and are estimated to be approximately $3,500.
HeadHunter.NET will reimburse Corporate Communications' out-of-pocket expenses
in connection with proxy solicitation. Brokerage houses, nominees, fiduciaries
and other custodians will be requested to forward proxy materials to beneficial
owners and will be reimbursed for their reasonable expenses incurred in sending
the proxy materials to beneficial owners.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Based solely on a review of the copies of reports furnished to the
Company, or written representations that annual forms (Form 5) were required in
order to report the grant of stock options only. The Company believes that
during 2000, all filing requirements of its officers, directors and 10% or
greater shareholders for reporting to the Securities and Exchange Commission
their ownership and changes in ownership of Common Stock (as required pursuant
to Section 16(a) of the Securities Exchange Act of 1934) were complied with.


                                       24
<PAGE>   28




                                                                         ANNEX A


                              HEADHUNTER.NET, INC.

                    1998 LONG-TERM INCENTIVE PLAN, AS AMENDED





                                       A-1
<PAGE>   29

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                      <C>
1.    PURPOSE............................................................................................3
2.    EFFECTIVE DATE.....................................................................................3
3.    DEFINITIONS........................................................................................3
4.    ADMINISTRATION.....................................................................................7
   4.1. Committee........................................................................................7
   4.2. Action By The Committee..........................................................................8
   4.3. Authority Of Committee...........................................................................8
   4.4. Decisions Binding................................................................................9
5.    SHARES SUBJECT TO THE PLAN.........................................................................9
   5.1. Number Of Shares.................................................................................9
   5.2. Lapsed Awards....................................................................................9
   5.3. Stock Distributed................................................................................9
   5.4. Limitation On Number Of Shares Subject To Awards.................................................9
6.    ELIGIBILITY.......................................................................................10
7.    STOCK OPTIONS.....................................................................................10
   7.1. General.........................................................................................10
   7.2. Incentive Stock Options.........................................................................10
8.    STOCK APPRECIATION RIGHTS.........................................................................12
9.    PERFORMANCE SHARES................................................................................13
   9.1. Grant Of Performance Shares.....................................................................13
   9.2. Right To Payment................................................................................13
   9.3. Other Terms.....................................................................................13
10.   RESTRICTED STOCK AWARDS...........................................................................13
   10.1. Grant Of Restricted Stock......................................................................13
   10.2. Issuance And Restrictions......................................................................13
   10.3. Forfeiture.....................................................................................13
   10.4. Certificates For Restricted Stock..............................................................14
11.   DIVIDEND EQUIVALENTS..............................................................................14
12.   OTHER STOCK-BASED AWARDS..........................................................................14
13.   PROVISIONS APPLICABLE TO AWARDS...................................................................14
   13.1. Stand-Alone, Tandem, And Substitute Awards.....................................................14
   13.2. Exchange Provisions............................................................................15
   13.3. Term Of Award..................................................................................15
   13.4. Form Of Payment For Awards.....................................................................15
   13.5. Limits On Transfer.............................................................................15
   13.6. Beneficiaries..................................................................................15
   13.7. Stock Certificates.............................................................................16
   13.8. Acceleration Upon Death Or Disability..........................................................16
   13.9. Acceleration Upon A Change In Control..........................................................16
   13.10. Acceleration Upon Certain Events Not Constituting A Change In Control.........................16
   13.11. Acceleration For Any Other Reason.............................................................17
   13.12. Effect Of Acceleration........................................................................17
   13.13. Performance Goals.............................................................................17
</TABLE>

                                       i
<PAGE>   30

<TABLE>
<S>                                                                                                     <C>
   13.14. Termination Of Employment.....................................................................17
   13.15. Repurchase....................................................................................18
14.   CHANGES IN CAPITAL STRUCTURE......................................................................18
15.   AMENDMENT, MODIFICATION AND TERMINATION...........................................................19
   15.1. Amendment, Modification And Termination........................................................19
   15.2. Awards Previously Granted......................................................................19
16.   GENERAL PROVISIONS................................................................................19
   16.1. No Rights To Awards............................................................................19
   16.2. No Shareholder Rights..........................................................................19
   16.3. Withholding....................................................................................19
   16.4. No Right To Continued Service..................................................................20
   16.5. Unfunded Status Of Awards......................................................................20
   16.6. Indemnification................................................................................20
   16.7. Relationship To Other Benefits.................................................................20
   16.8. Expenses.......................................................................................20
   16.9. Titles And Headings............................................................................20
   16.10. Gender And Number.............................................................................21
   16.11. Fractional Shares.............................................................................21
   16.12. Government And Other Regulations..............................................................21
   16.13. Governing Law.................................................................................21
   16.14. Additional Provisions.........................................................................21
   16.15. Code Section 162(M)...........................................................................21
</TABLE>


                                       ii
<PAGE>   31
                              HEADHUNTER.NET, INC.
                          1998 LONG-TERM INCENTIVE PLAN
                       (AS AMENDED THROUGH APRIL 29, 1999)

1.       PURPOSE

         The purpose of the HeadHunter.NET, Inc. 1998 Long-Term Incentive Plan
(the "PLAN") is to promote the success, and enhance the value, of
HeadHunter.NET, Inc. (the "CORPORATION"), by linking the personal interests of
its employees, officers and directors to those of Corporation shareholders and
by providing such persons with an incentive for outstanding performance. The
Plan is further intended to provide flexibility to the Company in its ability to
motivate, attract, and retain the services of persons upon whose judgment,
interest, and special effort the successful conduct of the Company's operation
is largely dependent. Accordingly, the Plan permits the grant of incentive
awards from time to time to selected employees and officers. From and after the
date, if any, upon which the Company's common stock shall be traded on a
national securities exchange or on the Nasdaq National Market, non-employee
directors and consultants of the Company will also be eligible to receive Awards
under the Plan.

2.       EFFECTIVE DATE

         The Plan shall be effective as of the date upon which it shall be
approved by the Board. However, the Plan shall be submitted to the shareholders
of the Company for approval within 12 months of the Board's approval thereof. No
Incentive Stock Options granted under the Plan may be exercised prior to
approval of the Plan by the shareholders and if the shareholders fail to approve
the Plan within 12 months of the Board's approval thereof, any Incentive Stock
Options previously granted hereunder shall be automatically converted to
Non-Qualified Stock Options without any further act. In the discretion of the
Committee, Awards may be made to Covered Employees which are intended to
constitute qualified performance-based compensation under Code Section 162(m).
Any such Awards shall be contingent upon the shareholders having approved the
Plan.

3.       DEFINITIONS

         When a word or phrase appears in this Plan with the initial letter
capitalized, and the word or phrase does not commence a sentence, the word or
phrase shall generally be given the meaning ascribed to it in this Section or in
Section 1 unless a clearly different meaning is required by the context. The
following words and phrases shall have the following meanings:

                  (a)      "AWARD" means any Option, Stock Appreciation Right,
         Restricted Stock Award, Performance Share Award, Dividend Equivalent
         Award, or Other Stock-Based Award, or any other right or interest
         relating to Stock or cash, granted to a Participant under the Plan.

                  (b)      "AWARD AGREEMENT" means any written agreement,
         contract, or other instrument or document evidencing an Award.
<PAGE>   32

                  (c)      "BOARD" means the Board of Directors of the Company.

                  (d)      "CHANGE IN CONTROL" means and includes each of the
         following:

                           (1)      The acquisition by any individual, entity or
                  group (within the meaning of Section 13(d)(3) or 14(d)(2) of
                  the 1934 Act) (a "PERSON") of beneficial ownership (within the
                  meaning of Rule 13d-3 promulgated under the 1934 Act) of 25%
                  or more of the combined voting power of the then outstanding
                  voting securities of the Company entitled to vote generally in
                  the election of directors (the "OUTSTANDING COMPANY VOTING
                  SECURITIES"); provided, however, that for purposes of this
                  subsection (1), the following acquisitions shall not
                  constitute a Change of Control: (i) any acquisition by a
                  Person who is on the Effective Date the beneficial owner of
                  25% or more of the Outstanding Company Voting Securities, (ii)
                  any acquisition directly from the Company, including without
                  limitation a public offering of securities, (iii) any
                  acquisition by the Company, (iv) any acquisition by any
                  employee benefit plan (or related trust) sponsored or
                  maintained by the Company or any corporation controlled by the
                  Company, or (v) any acquisition by any corporation pursuant to
                  a transaction which complies with clauses (i), (ii) and (iii)
                  of subsection (3) of this definition; or

                           (2)      Individuals who, as of the Effective Date,
                  constitute the Board (the "INCUMBENT BOARD") cease for any
                  reason to constitute at least a majority of the Board;
                  provided, however, that any individual becoming a director
                  subsequent to the Effective Date whose election, or nomination
                  for election by the Company's shareholders, was approved by a
                  vote of at least a majority of the directors then comprising
                  the Incumbent Board shall be considered as though such
                  individual were a member of the Incumbent Board, but
                  excluding, for this purpose, any such individual whose initial
                  assumption of office occurs as a result of an actual or
                  threatened election contest with respect to the election or
                  removal of directors or other actual or threatened
                  solicitation of proxies or consents by or on behalf of a
                  Person other than the Board; or

                           (3)      Consummation of a reorganization, merger or
                  consolidation to which the Company is a party or a sale or
                  other disposition of all or substantially all of the assets of
                  the Company (a "BUSINESS COMBINATION"), in each case, unless,
                  following such Business Combination, (i) all or substantially
                  all of the individuals and entities who were the beneficial
                  owners of the Outstanding Company Voting Securities
                  immediately prior to such Business Combination beneficially
                  own, directly or indirectly, more than 50% of the combined
                  voting power of the then outstanding voting securities
                  entitled to vote generally in the election of directors of the
                  Company resulting from such Business Combination (including,
                  without limitation, a corporation which as a result of such


                                      -4-
<PAGE>   33
                  transaction owns the Company or all or substantially all of
                  the Company's assets either directly or through one or more
                  subsidiaries) in substantially the same proportions as their
                  ownership, immediately prior to such Business Combination of
                  the Outstanding Company Voting Securities, and (ii) no Person
                  (excluding any corporation resulting from such Business
                  Combination or any employee benefit plan (or related trust) of
                  the Company or such corporation resulting from such Business
                  Combination) beneficially owns, directly or indirectly, 25% or
                  more of the combined voting power of the then outstanding
                  voting securities of the Company resulting from such Business
                  Combination except to the extent that such ownership existed
                  prior to the Business Combination, and (iii) at least a
                  majority of the members of the board of directors of the
                  Company resulting from such Business Combination were members
                  of the Incumbent Board (including persons deemed to be members
                  of the Incumbent Board by reason of the proviso to subsection
                  (2) of this definition at the time of the execution of the
                  initial agreement, or of the action of the Board, providing
                  for such Business Combination.

                           (e)      "CODE" means the Internal Revenue Code of
                  1986, as amended from time to time.

                           (f)      "COMMITTEE" means the committee of the Board
                  described in Section 4.

                           (g)      "CORPORATION" means HeadHunter.NET, Inc., a
                  Georgia corporation.

                           (h)      "COVERED EMPLOYEE" means a covered employee
                  as defined in Code Section 162(m)(3), provided that no
                  employee shall be a Covered Employee until the deduction
                  limitations of Section 162(m) are applicable to the Company
                  and any reliance period under Section 162(m) has expired, as
                  described in Section 16.15.

                           (i)      "DISABILITY" shall mean any illness or other
                  physical or mental condition of a Participant that renders the
                  Participant incapable of performing his customary and usual
                  duties for the Company, or any medically determinable illness
                  or other physical or mental condition resulting from a bodily
                  injury, disease or mental disorder which, in the judgment of
                  the Committee, is permanent and continuous in nature. The
                  Committee may require such medical or other evidence as it
                  deems necessary to judge the nature and permanency of the
                  Participant's condition.

                           (j)      "DIVIDEND EQUIVALENT" means a right granted
                  to a Participant under Section 11.

                           (k)      "EFFECTIVE DATE" has the meaning assigned
                  such term in Section 2.


                                      -5-
<PAGE>   34

                           (l)      "FAIR MARKET VALUE," on any date, means (i)
                  if the Stock is not listed on a securities exchange or traded
                  over the Nasdaq National Market or otherwise publicly quoted
                  or traded, Fair Market Value will be determined by such method
                  as the Committee determines in good faith to be reasonable;
                  (ii) if the Stock is listed on a securities exchange or is
                  traded over the Nasdaq National Market, the closing sales
                  price on such exchange or the last reported sale price over
                  such system on such date or, in the absence of reported sales
                  on such date, the closing sales price or last sale price, as
                  applicable on the immediately preceding date on which sales
                  were reported; or (iii) if the Stock is not listed on a
                  securities exchange or traded over the Nasdaq National Market,
                  the mean between the bid and offered prices as quoted by
                  Nasdaq or, if not quoted on Nasdaq, other recognized
                  quotations service selected by the Committee in good faith for
                  such date, provided that if it is determined that the fair
                  market value is not properly reflected by such Nasdaq
                  quotations, Fair Market Value will be determined by such other
                  method as the Committee determines in good faith to be
                  reasonable.

                           (m)      "INCENTIVE STOCK OPTION" means an Option
                  that is intended to meet the requirements of Section 422 of
                  the Code or any successor provision thereto.

                           (n)      "NON-QUALIFIED STOCK OPTION" means an Option
                  that is not an Incentive Stock Option.

                           (o)      "OPTION" means a right granted to a
                  Participant under Section 7 of the Plan to purchase Stock at a
                  specified price during specified time periods. An Option may
                  be either an Incentive Stock Option or a Non-Qualified Stock
                  Option.

                           (p)      "OTHER STOCK-BASED AWARD" means a right,
                  granted to a Participant under Section 12, that relates to or
                  is valued by reference to Stock or other Awards relating to
                  Stock.

                           (q)      "PARENT" means a corporation which owns or
                  beneficially owns a majority of the outstanding voting stock
                  or voting power of the Company. For Incentive Stock Options,
                  the term shall have the same meaning as set forth in Code
                  Section 424(e).

                           (r)      "PARTICIPANT" means an eligible person who
                  has been granted an Award under the Plan.

                           (s)      "PERFORMANCE SHARE" means a right granted to
                  a Participant under Section 9, to receive cash, Stock, or
                  other Awards, the payment of which is contingent upon
                  achieving certain performance goals established by the
                  Committee.


                                      -6-
<PAGE>   35

                           (t)      "PLAN" means the HeadHunter.NET, Inc. 1998
                  Long-Term Incentive Plan, as amended from time to time.

                           (u)      "RESTRICTED STOCK AWARD" means Stock granted
                  to a Participant under Section 10 that is subject to certain
                  restrictions and to risk of forfeiture.

                           (v)      "RETIREMENT" means a Participant's
                  termination of employment with the Company, Parent or
                  Subsidiary after attaining any normal or early retirement age
                  specified in any pension, profit sharing or other retirement
                  program sponsored by the Company, or, in the event of the
                  inapplicability thereof with respect to the person in
                  question, as determined by the Committee in its judgment.

                           (w)      "STOCK" means the $.01 par value Common
                  Stock of the Company and such other securities of the Company
                  as may be substituted for Stock pursuant to Section 14.

                           (x)      "STOCK APPRECIATION RIGHT" or "SAR" means a
                  right granted to a Participant under Section 8 to receive a
                  payment equal to the difference between the Fair Market Value
                  of a share of Stock as of the date of exercise of the SAR over
                  the grant price of the SAR, all as determined pursuant to
                  Section 8.

                           (y)      "SUBSIDIARY" means any corporation, limited
                  liability company, partnership or other entity of which a
                  majority of the outstanding voting stock or voting power is
                  beneficially owned directly or indirectly by the Company. For
                  Incentive Stock Options, the term shall have the meaning set
                  forth in Code Section 424(f).

                           (z)      "1933 ACT" means the Securities Act of 1933,
                  as amended from time to time.

                           (aa)     "1934 ACT" means the Securities Exchange Act
                  of 1934, as amended from time to time.

4.       ADMINISTRATION

         4.1.     COMMITTEE

         The Plan shall be administered by a committee (the "COMMITTEE")
appointed by the Board (which Committee shall consist of two or more directors)
or, at the discretion of the Board from time to time, the Plan may be
administered by the Board. It is intended that the directors appointed to serve
on the Committee shall be "non-employee directors" (within the meaning of Rule
16b-3 promulgated under the 1934 Act) and "outside directors" (within the
meaning of Code Section 162(m) and the regulations thereunder) to the extent
that Rule 16b-3 and, if necessary for relief from the limitation under Code
Section 162(m) and such relief is sought by the Company, Code Section 162(m),
respectively, are applicable. However, the mere fact that a Committee member
shall fail


                                      -7-
<PAGE>   36
to qualify under either of the foregoing requirements shall not invalidate any
Award made by the Committee which Award is otherwise validly made under the
Plan. The members of the Committee shall be appointed by, and may be changed at
any time and from time to time in the discretion of, the Board. During any time
that the Board is acting as administrator of the Plan, it shall have all the
powers of the Committee hereunder, and any reference herein to the Committee
(other than in this Section 4.1) shall include the Board.

         4.2.     ACTION BY THE COMMITTEE

         For purposes of administering the Plan, the following rules of
procedure shall govern the Committee. A majority of the Committee shall
constitute a quorum. The acts of a majority of the members present at any
meeting at which a quorum is present and acts approved unanimously in writing by
the members of the Committee in lieu of a meeting shall be deemed the acts of
the Committee. Each member of the Committee is entitled to, in good faith, rely
or act upon any report or other information furnished to that member by any
officer or other employee of the Company or any Parent or Subsidiary, the
Company's independent certified public accountants, or any executive
compensation consultant or other professional retained by the Company to assist
in the administration of the Plan.

         4.3.     AUTHORITY OF COMMITTEE

         The Committee has the exclusive power, authority and discretion to:

                  (a)      Designate Participants;

                  (b)      Determine the type or types of Awards to be granted
         to each Participant;

                  (c)      Determine the number of Awards to be granted and the
         number of shares of Stock to which an Award will relate;

                  (d)      Determine the terms and conditions of any Award
         granted under the Plan, including but not limited to, the exercise
         price, grant price, or purchase price, any restrictions or limitations
         on the Award, any schedule for lapse of forfeiture restrictions or
         restrictions on the exercisability of an Award, and accelerations or
         waivers thereof, based in each case on such considerations as the
         Committee in its sole discretion determines;

                  (e)      Accelerate the vesting or lapse of restrictions of
         any outstanding Award, based in each case on such considerations as the
         Committee in its sole discretion determines;

                  (f)      Determine whether, to what extent, and under what
         circumstances an Award may be settled in, or the exercise price of an
         Award may be paid in, cash, Stock, other Awards, or other property, or
         an Award may be canceled, forfeited, or surrendered;


                                      -8-
<PAGE>   37

                  (g)      Prescribe the form of each Award Agreement, which
         need not be identical for each Participant;

                  (h)      Decide all other matters that must be determined in
         connection with an Award;

                  (i)      Establish, adopt or revise any rules and regulations
         as it may deem necessary or advisable to administer the Plan;

                  (j)      Make all other decisions and determinations that may
         be required under the Plan or as the Committee deems necessary or
         advisable to administer the Plan; and

                  (k)      Amend the Plan or any Award Agreement as provided
         herein.

         4.4.     DECISIONS BINDING

         The Committee's interpretation of the Plan, any Awards granted under
the Plan, any Award Agreement and all decisions and determinations by the
Committee with respect to the Plan are final, binding, and conclusive on all
parties.

5.       SHARES SUBJECT TO THE PLAN

         5.1.     NUMBER OF SHARES

         Subject to adjustment as provided in Section 14, the aggregate number
of shares of Stock reserved and available for Awards or which may be used to
provide a basis of measurement for or to determine the value of an Award (such
as with a Stock Appreciation Right or Performance Share Award) shall be
1,000,000, of which not more than 10% may be granted as Restricted Stock Awards.

         5.2.     LAPSED AWARDS

         To the extent that an Award is canceled, terminates, expires or lapses
for any reason, any shares of Stock subject to the Award will again be available
for the grant of an Award under the Plan and shares subject to SARs or other
Awards settled in cash will be available for the grant of an Award under the
Plan.

         5.3.     STOCK DISTRIBUTED

         Any Stock distributed pursuant to an Award may consist, in whole or in
part, of authorized and unissued Stock, treasury Stock or Stock purchased on the
open market.

         5.4.     LIMITATION ON NUMBER OF SHARES SUBJECT TO AWARDS

         Notwithstanding any provision in the Plan to the contrary, the maximum
number of shares of Stock with respect to one or more Options and/or SARs that
may be granted during any one calendar year under the Plan to any one Covered
Employee shall be 1,000,000. The maximum fair market value of any Awards (other
than Options and SARs) that may be received by a Covered Employee (less any
consideration paid by the


                                      -9-
<PAGE>   38
Participant for such Award) during any one calendar year under the Plan shall be
$5,000,000.

6.       ELIGIBILITY

         Awards may be granted only to individuals who are employees or officers
of the Company or a Parent or Subsidiary; provided, however, that from and after
the date, if any, upon which the Stock shall be traded on a national securities
exchange or on the Nasdaq National Market, non-employee directors and
consultants of the Company will also be eligible to receive Awards under the
Plan.

7.       STOCK OPTIONS

         7.1.     GENERAL

         The Committee is authorized to grant Options to Participants on the
following terms and conditions:

                  (a)      EXERCISE PRICE. The exercise price per share of Stock
         under an Option shall be determined by the Committee.

                  (b)      TIME AND CONDITIONS OF EXERCISE. The Committee shall
         determine the time or times at which an Option may be exercised in
         whole or in part. The Committee also shall determine the performance or
         other conditions, if any, that must be satisfied before all or part of
         an Option may be exercised. The Committee may waive any exercise
         provisions at any time in whole or in part based upon such factors as
         the Committee may determine in its sole discretion so that the Option
         becomes exerciseable at an earlier date.

                  (c)      PAYMENT. The Committee shall determine the methods by
         which the exercise price of an Option may be paid, the form of payment,
         including, without limitation, cash, shares of Stock, or other property
         (including "cashless exercise" arrangements), and the methods by which
         shares of Stock shall be delivered or deemed to be delivered to
         Participants; provided, however, that if shares of Stock are used to
         pay the exercise price of an Option, such shares must have been held by
         the Participant for at least six months.

                  (d)      EVIDENCE OF GRANT. All Options shall be evidenced by
         a written Award Agreement between the Company and the Participant. The
         Award Agreement shall include such provisions, not inconsistent with
         the Plan, as may be specified by the Committee.

         7.2.     INCENTIVE STOCK OPTIONS

         The terms of any Incentive Stock Options granted under the Plan must
comply with the following additional rules:


                                      -10-
<PAGE>   39

                  (a)      EXERCISE PRICE. The exercise price per share of Stock
         shall be set by the Committee, provided that the exercise price for any
         Incentive Stock Option shall not be less than the Fair Market Value as
         of the date of the grant.

                  (b)      EXERCISE. In no event may any Incentive Stock Option
         be exercisable for more than ten years from the date of its grant.

                  (c)      LAPSE OF OPTION. An Incentive Stock Option shall
         lapse under the earliest of the following circumstances; provided,
         however, that the Committee may, prior to the lapse of the Incentive
         Stock Option under the circumstances described in paragraphs (3), (4)
         and (5) below, provide in writing that the Option will extend until a
         later date, but if Option is exercised after the dates specified in
         paragraphs (3), (4) and (5) above, it will automatically become a
         Non-Qualified Stock Option:

                           (1)      The Incentive Stock Option shall lapse as of
                  the option expiration date set forth in the Award Agreement.

                           (2)      The Incentive Stock Option shall lapse ten
                  years after it is granted, unless an earlier time is set in
                  the Award Agreement.

                           (3)      If the Participant terminates employment for
                  any reason other than as provided in paragraph (4) or (5)
                  below, the Incentive Stock Option shall lapse, unless it is
                  previously exercised, three months after the Participant's
                  termination of employment; provided, however, that if the
                  Participant's employment is terminated by the Company for
                  cause or by the Participant without the consent of the
                  Company, the Incentive Stock Option shall (to the extent not
                  previously exercised) lapse immediately.

                           (4)      If the Participant terminates employment by
                  reason of his Disability, the Incentive Stock Option shall
                  lapse, unless it is previously exercised, one year after the
                  Participant's termination of employment.

                           (5)      If the Participant dies while employed, or
                  during the three-month period described in paragraph (3) or
                  during the one-year period described in paragraph (4) and
                  before the Option otherwise lapses, the Option shall lapse one
                  year after the Participant's death. Upon the Participant's
                  death, any exercisable Incentive Stock Options may be
                  exercised by the Participant's beneficiary, determined in
                  accordance with Section 13.6.

                  Unless the exercisability of the Incentive Stock Option is
         accelerated as provided in Section 13, if a Participant exercises an
         Option after termination of employment, the Option may be exercised
         only with respect to the shares that were otherwise vested on the
         Participant's termination of employment.


                                      -11-
<PAGE>   40

                  (d)      INDIVIDUAL DOLLAR LIMITATION. The aggregate Fair
         Market Value (determined as of the time an Award is made) of all shares
         of Stock with respect to which Incentive Stock Options are first
         exercisable by a Participant in any calendar year may not exceed
         $100,000.00.

                  (e)      TEN PERCENT OWNERS. No Incentive Stock Option shall
         be granted to any individual who, at the date of grant, owns stock
         possessing more than ten percent of the total combined voting power of
         all classes of stock of the Company or any Subsidiary unless the
         exercise price per share of such Option is at least 110% of the Fair
         Market Value per share of Stock at the date of grant and the Option
         expires no later than five years after the date of grant.

                  (f)      EXPIRATION OF INCENTIVE STOCK OPTIONS. No Award of an
         Incentive Stock Option may be made pursuant to the Plan after the day
         immediately prior to the tenth anniversary of the Effective Date.

                  (g)      RIGHT TO EXERCISE. During a Participant's lifetime,
         an Incentive Stock Option may be exercised only by the Participant or,
         in the case of the Participant's Disability, by the Participant's
         guardian or legal representative.

                  (h)      DIRECTORS. The Committee may not grant an Incentive
         Stock Option to a non-employee director. The Committee may grant an
         Incentive Stock Option to a director who is also an employee of the
         Company or Parent or Subsidiary but only in that individual's position
         as an employee and not as a director.

8.       STOCK APPRECIATION RIGHTS

         The Committee is authorized to grant SARs to Participants on the
following terms and conditions:

                  (a)      RIGHT TO PAYMENT. Upon the exercise of a Stock
         Appreciation Right, the Participant to whom it is granted has the right
         to receive the excess, if any, of:

                           (1)      The Fair Market Value of one share of Stock
                  on the date of exercise; over

                           (2)      The grant price of the Stock Appreciation
                  Right as determined by the Committee, which shall not be less
                  than the Fair Market Value of one share of Stock on the date
                  of grant in the case of any SAR related to an Incentive Stock
                  Option.

                  (b)      OTHER TERMS. All awards of Stock Appreciation Rights
         shall be evidenced by an Award Agreement. The terms, methods of
         exercise, methods of settlement, form of consideration payable in
         settlement, and any other terms and conditions of any Stock
         Appreciation Right shall be determined by the


                                      -12-
<PAGE>   41

         Committee at the time of the grant of the Award and shall be reflected
         in the Award Agreement.

9.       PERFORMANCE SHARES

         9.1.     GRANT OF PERFORMANCE SHARES

         The Committee is authorized to grant Performance Shares to Participants
on such terms and conditions as may be selected by the Committee. The Committee
shall have the complete discretion to determine the number of Performance Shares
granted to each Participant. All Awards of Performance Shares shall be evidenced
by an Award Agreement.

         9.2.     RIGHT TO PAYMENT

         A grant of Performance Shares gives the Participant rights, valued as
determined by the Committee, and payable to, or exercisable by, the Participant
to whom the Performance Shares are granted, in whole or in part, as the
Committee shall establish at grant or thereafter. The Committee shall set
performance goals and other terms or conditions to payment of the Performance
Shares in its discretion which, depending on the extent to which they are met,
will determine the number and value of Performance Shares that will be paid to
the Participant.

         9.3.     OTHER TERMS

         Performance Shares may be payable in cash, Stock, or other property,
and have such other terms and conditions as determined by the Committee and
reflected in the Award Agreement.

10.      RESTRICTED STOCK AWARDS

         10.1.    GRANT OF RESTRICTED STOCK

         The Committee is authorized to make Awards of Restricted Stock to
Participants in such amounts and subject to such terms and conditions as may be
selected by the Committee. All Awards of Restricted Stock shall be evidenced by
a Restricted Stock Award Agreement.

         10.2.    ISSUANCE AND RESTRICTIONS

         Restricted Stock shall be subject to such restrictions on
transferability and other restrictions as the Committee may impose (including,
without limitation, limitations on the right to vote Restricted Stock or the
right to receive dividends on the Restricted Stock). These restrictions may
lapse separately or in combination at such times, under such circumstances, in
such installments, upon the satisfaction of performance goals or otherwise, as
the Committee determines at the time of the grant of the Award or thereafter.

         10.3.    FORFEITURE

         Except as otherwise determined by the Committee at the time of the
grant of the Award or thereafter, upon termination of employment during the
applicable restriction


                                      -13-
<PAGE>   42
period or upon failure to satisfy a performance goal during the applicable
restriction period, Restricted Stock that is at that time subject to
restrictions shall be forfeited and reacquired by the Company; provided,
however, that the Committee may provide in any Award Agreement that restrictions
or forfeiture conditions relating to Restricted Stock will be waived in whole or
in part in the event of terminations resulting from specified causes, and the
Committee may in other cases waive in whole or in part restrictions or
forfeiture conditions relating to Restricted Stock.

         10.4.    CERTIFICATES FOR RESTRICTED STOCK

         Restricted Stock granted under the Plan may be evidenced in such manner
as the Committee shall determine. If certificates representing shares of
Restricted Stock are registered in the name of the Participant, certificates
must bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such Restricted Stock.

11.      DIVIDEND EQUIVALENTS

         The Committee is authorized to grant Dividend Equivalents to
Participants subject to such terms and conditions as may be selected by the
Committee. Dividend Equivalents shall entitle the Participant to receive
payments equal to dividends with respect to all or a portion of the number of
shares of Stock subject to an Award, as determined by the Committee. The
Committee may provide that Dividend Equivalents be paid or distributed when
accrued or be deemed to have been reinvested in additional shares of Stock, or
otherwise reinvested.

12.      OTHER STOCK-BASED AWARDS

         The Committee is authorized, subject to limitations under applicable
law, to grant to Participants such other Awards that are payable in, valued in
whole or in part by reference to, or otherwise based on or related to shares of
Stock, as deemed by the Committee to be consistent with the purposes of the
Plan, including without limitation shares of Stock awarded purely as a "bonus"
and not subject to any restrictions or conditions, convertible or exchangeable
debt securities, other rights convertible or exchangeable into shares of Stock,
and Awards valued by reference to book value of shares of Stock or the value of
securities of or the performance of specified Parents or Subsidiaries. The
Committee shall determine the terms and conditions of such Awards.

13.      PROVISIONS APPLICABLE TO AWARDS

         13.1.    STAND-ALONE, TANDEM, AND SUBSTITUTE AWARDS

         Awards granted under the Plan may, in the discretion of the Committee,
be granted either alone or in addition to, in tandem with, or in substitution
for, any other Award granted under the Plan. If an Award is granted in
substitution for another Award, the Committee may require the surrender of such
other Award in consideration of the grant of the new Award. Awards granted in
addition to or in tandem with other Awards may be granted either at the same
time as or at a different time from the grant of such other Awards.


                                      -14-
<PAGE>   43
         13.2.    EXCHANGE PROVISIONS

         The Committee may at any time offer to exchange or buy out any
previously granted Award for a payment in cash, Stock, or another Award (subject
to Section 14), based on the terms and conditions the Committee determines and
communicates to the Participant at the time the offer is made.

         13.3.    TERM OF AWARD

         The term of each Award shall be for the period as determined by the
Committee, provided that in no event shall the term of any Incentive Stock
Option or a Stock Appreciation Right granted in tandem with the Incentive Stock
Option exceed a period of ten years from the date of its grant (or, if Section
7.2(e) applies, five years from the date of its grant).

         13.4.    FORM OF PAYMENT FOR AWARDS

         Subject to the terms of the Plan and any applicable law or Award
Agreement, payments or transfers to be made by the Company or a Parent or
Subsidiary on the grant or exercise of an Award may be made in such form as the
Committee determines at or after the time of grant, including without
limitation, cash, Stock, other Awards, or other property, or any combination,
and may be made in a single payment or transfer, in installments, or on a
deferred basis, in each case determined in accordance with rules adopted by, and
at the discretion of, the Committee.

         13.5.    LIMITS ON TRANSFER

         No right or interest of a Participant in any unexercised or restricted
Award may be pledged, encumbered, or hypothecated to or in favor of any party
other than the Company or a Parent or Subsidiary, or shall be subject to any
lien, obligation, or liability of such Participant to any other party other than
the Company or a Parent or Subsidiary. No unexercised or restricted Award shall
be assignable or transferable by a Participant other than by will or the laws of
descent and distribution or, except in the case of an Incentive Stock Option,
pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A)
of the Code if such Section applied to an Award under the Plan; provided,
however, that the Committee may (but need not) permit other transfers where the
Committee concludes that such transferability (i) does not result in accelerated
taxation, (ii) does not cause any Option intended to be an incentive stock
option to fail to be described in Code Section 422(b), and (iii) is otherwise
appropriate and desirable, taking into account any factors deemed relevant,
including without limitation, state or federal tax or securities laws applicable
to transferable Awards.

         13.6.    BENEFICIARIES

         Notwithstanding Section 13.5, a Participant may, in the manner
determined by the Committee, designate a beneficiary to exercise the rights of
the Participant and to receive any distribution with respect to any Award upon
the Participant's death. A beneficiary, legal guardian, legal representative, or
other person claiming any rights under the Plan is subject to all terms and
conditions of the Plan and any Award Agreement applicable to the Participant,
except to the extent the Plan and Award Agreement otherwise provide, and to any
additional restrictions deemed necessary or appropriate by the Committee. If


                                      -15-
<PAGE>   44
no beneficiary has been designated or survives the Participant, payment shall be
made to the Participant's estate. Subject to the foregoing, a beneficiary
designation may be changed or revoked by a Participant at any time provided the
change or revocation is filed with the Committee.

         13.7.    STOCK CERTIFICATES

         All Stock certificates delivered under the Plan are subject to any
stop-transfer orders and other restrictions as the Committee deems necessary or
advisable to comply with federal or state securities laws, rules and regulations
and the rules of any national securities exchange or automated quotation system
on which the Stock is listed, quoted, or traded. The Committee may place legends
on any Stock certificate to reference restrictions applicable to the Stock.


         13.8.    ACCELERATION UPON DEATH OR DISABILITY Notwithstanding any
other provision in the Plan or any Participant's Award Agreement to the
contrary, upon the Participant's death or Disability during his employment or
service as a director or consultant, all outstanding Options, Stock Appreciation
Rights, and other Awards in the nature of rights that may be exercised shall
become fully exercisable and all restrictions on outstanding Awards shall lapse.
Any Option or Stock Appreciation Rights Awards shall thereafter continue or
lapse in accordance with the other provisions of the Plan and the Award
Agreement. To the extent that this provision causes Incentive Stock Options to
exceed the dollar limitation set forth in Section 7.2(d), the excess Options
shall be deemed to be Non-Qualified Stock Options.

         13.9.    ACCELERATION UPON A CHANGE IN CONTROL

         Except as otherwise provided in the Award Agreement, upon the
occurrence of a Change in Control, all outstanding Options, Stock Appreciation
Rights, and other Awards in the nature of rights that may be exercised shall
become fully exercisable and all restrictions on outstanding Awards shall lapse;
provided, however that such acceleration will not occur if, in the opinion of
the Company's accountants, such acceleration would preclude the use of "pooling
of interest" accounting treatment for a Change in Control transaction that (a)
would otherwise qualify for such accounting treatment, and (b) is contingent
upon qualifying for such accounting treatment. To the extent that this provision
causes Incentive Stock Options to exceed the dollar limitation set forth in
Section 7.2(d), the excess Options shall be deemed to be Non-Qualified Stock
Options.

         13.10.   ACCELERATION UPON CERTAIN EVENTS NOT CONSTITUTING A CHANGE IN
CONTROL

         In the event of the occurrence of any circumstance, transaction or
event not constituting a Change in Control (as defined in Section 3) but which
the Board of Directors deems to be, or to be reasonably likely to lead to, an
effective change in control of the Company of a nature that would be required to
be reported in response to Item 6(e) of Schedule 14A of the 1934 Act, the
Committee may in its sole discretion declare all outstanding Options, Stock
Appreciation Rights, and other Awards in the nature of rights that may be
exercised to be fully exercisable, and/or all restrictions on all outstanding


                                      -16-
<PAGE>   45
Awards to have lapsed, in each case, as of such date as the Committee may, in
its sole discretion, declare, which may be on or before the consummation of such
transaction or event. To the extent that this provision causes Incentive Stock
Options to exceed the dollar limitation set forth in Section 7.2(d), the excess
Options shall be deemed to be Non-Qualified Stock Options.

         13.11.   ACCELERATION FOR ANY OTHER REASON

         Regardless of whether an event has occurred as described in Sections
13.9 or 13.10 above, the Committee may in its sole discretion at any time
determine that all or a portion of a Participant's Options, Stock Appreciation
Rights, and other Awards in the nature of rights that may be exercised shall
become fully or partially exercisable, and/or that all or a part of the
restrictions on all or a portion of the outstanding Awards shall lapse, in each
case, as of such date as the Committee may, in its sole discretion, declare. The
Committee may discriminate among Participants and among Awards granted to a
Participant in exercising its discretion pursuant to this Section 13.11.

         13.12.   EFFECT OF ACCELERATION If an Award is accelerated under
Section 13.9 or 13.10, the Committee may, in its sole discretion, provide (i)
that the Award will expire after a designated period of time after such
acceleration to the extent not then exercised, (ii) that the Award will be
settled in cash rather than Stock, (iii) that the Award will be assumed by
another party to the transaction giving rise to the acceleration or otherwise be
equitably converted in connection with such transaction, or (iv) any combination
of the foregoing. The Committee's determination need not be uniform and may be
different for different Participants whether or not such Participants are
similarly situated.

         13.13.   PERFORMANCE GOALS The Committee may (but need not) determine
that any Award granted pursuant to this Plan to a Participant (including, but
not limited to, Participants who are Covered Employees) shall be determined
solely on the basis of (a) the achievement by the Company or a Parent or
Subsidiary of a specified target return, or target growth in return, on equity
or assets, (b) the Company's, Parent's or Subsidiary's stock price, (c) the
achievement by a business unit of the Company, Parent or Subsidiary of a
specified target, or target growth in, net income or earnings per share, or (d)
any combination of the goals set forth in (a) through (c) above. If an Award is
made on such basis, the Committee has the right for any reason to reduce (but
not increase) the Award, notwithstanding the achievement of a specified goal. If
an Award is made on such basis, the Committee shall establish goals prior to the
beginning of the period for which such performance goal relates (or such later
date as may be permitted under Code Section 162(m) or the regulations
thereunder). Any payment of an Award granted with performance goals shall be
conditioned on the written certification of the Committee in each case that the
performance goals and any other material conditions were satisfied.

         13.14.   TERMINATION OF EMPLOYMENT

         Whether military, government or other service or other leave of absence
shall constitute a termination of employment shall be determined in each case by
the Committee at its discretion, and any determination by the


                                      -17-
<PAGE>   46
Committee shall be final and conclusive. A termination of employment shall not
occur in a circumstance in which a Participant transfers from the Company to one
of its Parents or Subsidiaries, transfers from a Parent or Subsidiary to the
Company, or transfers from one Parent or Subsidiary to another Parent or
Subsidiary.

         13.15.   REPURCHASE

         The provisions of this Section 13.15 shall apply only until such time,
if any, as the Company's common stock shall be traded on a national securities
exchange or on the Nasdaq National Market. At any time subsequent to the
termination of a Participant's employment by the Company (without regard to
whether such termination is voluntary or involuntary, or for cause or
otherwise), the Company may repurchase, and the Participant (and any transferee
of Stock acquired pursuant to the Plan or any Awards granted hereunder) shall be
obligated to sell, all shares of Stock acquired pursuant to the Plan or through
exercise of any Award hereunder for a price equal to the Fair Market Value of
such Stock on the date of such repurchase. To exercise its right to repurchase
Stock hereunder, the Company shall give written notice to the Participant of (i)
its election to repurchase the Stock, (ii) the Fair Market Value of the Stock to
be repurchased, and (iii) the closing date for the repurchase, which shall be
not later than 60 days after the date of the notice required hereunder. In the
case of any repurchase by the Company of Stock under this Section 13.15, at the
option of the Company, the Company may pay the purchase price to the Participant
(or transferee of the Stock) in four or fewer equal annual installments.
Interest shall be credited on the installments at the applicable federal rate
(as determined for purposes of Section 1274 of the Code) in effect on the date
on which the purchase is made. The Company shall pay at least one-fourth of the
total purchase price each year, plus interest on the unpaid balance, with the
first installment being made on the closing date of the purchase.

14.      CHANGES IN CAPITAL STRUCTURE

         In the event a stock dividend is declared upon the Stock, the number of
shares of Stock subject to grant pursuant to this Plan shall be increased
proportionately and the number of shares of Stock then subject to each Award
shall be increased proportionately without any change in the aggregate purchase
price therefor. In the event the Stock shall be changed into or exchanged for a
different number or class of shares of stock or securities of the Company or of
another corporation, whether through reorganization, recapitalization,
reclassification, stock split-up, combination of shares, merger or
consolidation, there shall be substituted for each such share of Stock then
subject to each Award the number and class of shares into which each outstanding
share of Stock shall be so exchanged, all without any change in the aggregate
purchase price for the shares then subject to each Award. In the event the Stock
shall be changed into or exchanged for cash or other property not consisting of
shares of stock or securities of the Company or of another corporation, whether
through reorganization, recapitalization, merger or consolidation, the Committee
may, in its sole discretion, provide (i) that the Award will expire after a
designated period of time to the extent not then exercised, (ii) that the Award
will be settled in cash rather than Stock, (iii) that the Award will be assumed
by another party to the transaction or otherwise be equitably converted in
connection with


                                      -18-
<PAGE>   47
such transaction, or (iv) any combination of the foregoing. The Committee's
determination need not be uniform and may be different for different
Participants whether or not such Participants are similarly situated.

15.      AMENDMENT, MODIFICATION AND TERMINATION

         15.1.    AMENDMENT, MODIFICATION AND TERMINATION

         The Board or the Committee may, at any time and from time to time,
amend, modify or terminate the Plan without shareholder approval; provided,
however, that the Board or Committee may condition any amendment or modification
on the approval of shareholders of the Company if such approval is necessary or
deemed advisable with respect to tax, securities or other applicable laws,
policies or regulations.

         15.2.    AWARDS PREVIOUSLY GRANTED

         At any time and from time to time, the Committee may amend, modify or
terminate any outstanding Award without approval of the Participant; provided,
however, that such amendment, modification or termination shall not, without the
Participant's consent, reduce or diminish the value of such Award determined as
if the Award had been exercised, vested, cashed in or otherwise settled on the
date of such amendment or termination.

16.      GENERAL PROVISIONS

         16.1.    NO RIGHTS TO AWARDS

         No Participant or any eligible participant shall have any claim to be
granted any Award under the Plan, and neither the Company nor the Committee is
obligated to treat Participants or eligible participants uniformly.

         16.2.    NO SHAREHOLDER RIGHTS

         No Award gives the Participant any of the rights of a shareholder of
the Company unless and until shares of Stock are in fact issued to such person
in connection with such Award.

         16.3.    WITHHOLDING

         The Company or any Parent or Subsidiary shall have the authority and
the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy federal, state, and local taxes
(including the Participant's FICA obligation) required by law to be withheld
with respect to any taxable event arising as a result of the Plan. With respect
to withholding required upon any taxable event under the Plan, the Committee
may, at the time the Award is granted or thereafter, require that any such
withholding requirement be satisfied, in whole or in part, by withholding shares
of Stock having a Fair Market Value on the date of withholding equal to the
amount to be withheld for tax purposes, all in accordance with such procedures
as the Committee establishes.


                                      -19-
<PAGE>   48

         16.4.    NO RIGHT TO CONTINUED SERVICE

         Nothing in the Plan or any Award Agreement shall interfere with or
limit in any way the right of the Company or any Parent or Subsidiary to
terminate any Participant's employment or status as an officer, director or
consultant at any time, nor confer upon any Participant any right to continue as
an employee, officer, director or consultant of the Company or any Parent or
Subsidiary.

         16.5.    UNFUNDED STATUS OF AWARDS

         The Plan is intended to be an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
Participant pursuant to an Award, nothing contained in the Plan or any Award
Agreement shall give the Participant any rights that are greater than those of a
general creditor of the Company or any Parent or Subsidiary.

         16.6.    INDEMNIFICATION

         To the extent allowable under applicable law, each member of the
Committee shall be indemnified and held harmless by the Company from any loss,
cost, liability, or expense that may be imposed upon or reasonably incurred by
such member in connection with or resulting from any claim, action, suit, or
proceeding to which such member may be a party or in which he may be involved by
reason of any action or failure to act under the Plan and against and from any
and all amounts paid by such member in satisfaction of judgment in such action,
suit, or proceeding against him provided he gives the Company an opportunity, at
its own expense, to handle and defend the same before he undertakes to handle
and defend it on his own behalf. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons
may be entitled under the Company's Articles of Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.

         16.7.    RELATIONSHIP TO OTHER BENEFITS

         No payment under the Plan shall be taken into account in determining
any benefits under any pension, retirement, savings, profit sharing, group
insurance, welfare or benefit plan of the Company or any Parent or Subsidiary
unless provided otherwise in such other plan.

         16.8.    EXPENSES

         The expenses of administering the Plan shall be borne by the Company
and its Parents or Subsidiaries.

         16.9.    TITLES AND HEADINGS

         The titles and headings of the Sections in the Plan are for convenience
of reference only, and in the event of any conflict, the text of the Plan,
rather than such titles or headings, shall control.


                                      -20-
<PAGE>   49
         16.10.   GENDER AND NUMBER

         Except where otherwise indicated by the context, any masculine term
used herein also shall include the feminine; the plural shall include the
singular and the singular shall include the plural.

         16.11.   FRACTIONAL SHARES

         No fractional shares of Stock shall be issued and the Committee shall
determine, in its discretion, whether cash shall be given in lieu of fractional
shares or whether such fractional shares shall be eliminated by rounding up.

         16.12.   GOVERNMENT AND OTHER REGULATIONS

         The obligation of the Company to make payment of awards in Stock or
otherwise shall be subject to all applicable laws, rules, and regulations, and
to such approvals by government agencies as may be required. The Company shall
be under no obligation to register under the 1933 Act, or any state securities
act, any of the shares of Stock paid under the Plan. The shares paid under the
Plan may in certain circumstances be exempt from registration under the 1933
Act, and the Company may restrict the transfer of such shares in such manner as
it deems advisable to ensure the availability of any such exemption.

         16.13.   GOVERNING LAW

         To the extent not governed by federal law, the Plan and all Award
Agreements shall be construed in accordance with and governed by the laws of the
State of Georgia.

         16.14.   ADDITIONAL PROVISIONS

         Each Award Agreement may contain such other terms and conditions as the
Committee may determine; provided that such other terms and conditions are not
inconsistent with the provisions of this Plan.

         16.15.   CODE SECTION 162(M)

         The deduction limits of Code Section 162(m) and the regulation
thereunder do not apply to the Company until such time, if any, as any class of
the Company's common equity securities is registered under Section 12 of the
1934 Act or the Company otherwise meets the definition of a "publicly held
corporation" under Treasury Regulation 1.162-27(c) or any successor provision.
Upon becoming a publicly held corporation, the deduction limits of Code Section
162(m) and the regulations thereunder shall not apply to compensation payable
under this Plan until the expiration of the reliance period described in
Treasury Regulation 1.162-27(f) or any successor regulation.


                                      -21-
<PAGE>   50

         The foregoing is hereby acknowledged as being the HeadHunter.NET, Inc.
1998 Long-Term Incentive Plan as adopted by the Board of Directors of the
Company on July 15, 1998 and amended through April 29, 1999.


                                        HeadHunter.NET, Inc.


                                        By:  /s/
                                           ------------------------------------


                                      -22-
<PAGE>   51
                             AMENDMENT NO. 2 TO THE
               HEADHUNTER.NET, INC. 1998 LONG-TERM INCENTIVE PLAN


         This Amendment No. 2 ("Amendment") to the HeadHunter.NET, Inc. 1998
Long-Term Incentive Plan (the "Plan") is made and executed this 6th day of June,
2000, to be effective as of the date hereof.

         WHEREAS, the Board of Directors of HeadHunter.NET, Inc. (the "Company")
has deemed it to be in the best interests of the Company and its shareholders to
effect certain amendments to the Plan pursuant to Section 15.1 of the Plan,
which amendments do not require shareholder approval;

         NOW, THEREFORE, in accordance with Section 15.1 of the Plan, the Plan
is hereby amended as follows:

         1.       AUTHORIZED SHARES. The number "1,000,000" in the first
sentence of Section 5.1 of the Plan is hereby deleted and replaced with the
number "4,000,000."

         2.       EFFECT OF AMENDMENT. As modified hereby, the provisions of the
Plan, as heretofore amended, shall remain in full force and effect, and the Plan
shall be restated, as amended hereby, in its entirety.

         IN WITNESS WHEREOF, the Company has caused this Amendment to be duly
executed as of the date first above written.

                                   HEADHUNTER.NET, INC.


                                   By:      /s/
                                      -----------------------------------------
                                      Name:
                                             ----------------------------------
                                      Title:
                                              ---------------------------------



<PAGE>   52


                             AMENDMENT NO. 3 TO THE
               HEADHUNTER.NET, INC. 1998 LONG-TERM INCENTIVE PLAN


         This Amendment No. 3 ("Amendment") to the HeadHunter.NET, Inc. 1998
Long-Term Incentive Plan (the "Plan") is made and executed this ___ day of
_______, 2001, to be effective as of the date hereof.

         WHEREAS, the Board of Directors of HeadHunter.NET, Inc. (the "Company")
has deemed it to be in the best interests of the Company and its shareholders to
effect certain amendments to the Plan pursuant to Section 15.1 of the Plan,
which amendments do not require shareholder approval;

         NOW, THEREFORE, in accordance with Section 15.1 of the Plan, the Plan
is hereby amended as follows:

         1.       AUTHORIZED SHARES. The number "4,000,000" in the first
sentence of Section 5.1 of the Plan is hereby deleted and replaced with the
number "4,400,000."

         2.       EFFECT OF AMENDMENT. As modified hereby, the provisions of the
Plan, as heretofore amended, shall remain in full force and effect, and the Plan
shall be restated, as amended hereby, in its entirety.

         IN WITNESS WHEREOF, the Company has caused this Amendment to be duly
executed as of the date first above written.

                                   By:      /s/
                                      -----------------------------------------
                                      Name:
                                             ----------------------------------
                                      Title:
                                              ---------------------------------




<PAGE>   53


                                                                         ANNEX B


                                 HEADHUNTER.NET

            CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

                             EFFECTIVE MAY 19, 2000


                                    ARTICLE I

                                     PURPOSE

The Audit Committee is appointed by the Board of Directors to assist the Board
in fulfilling its oversight responsibilities. The Audit Committee's primary
duties and responsibilities are to:

         -        Monitor the integrity of the Company's financial reporting
                  process and system of internal controls regarding finance,
                  accounting and legal compliance.

         -        Monitor the independence and performance of the Company's
                  independent auditors.

         -        Provide an avenue of communication among the independent
                  auditors, management and the Board of Directors.

         -        Review areas of potential significant financial risk to the
                  Company.

The Audit Committee has the authority to conduct any investigation appropriate
to fulfilling its responsibilities, and it has direct access to the independent
auditors as well as anyone in the organization. The Audit Committee has the
ability to retain, at the Company's expense, special legal, accounting or other
consultants or experts that it deems necessary in the performance of its duties.


                                       B-1
<PAGE>   54


                                   ARTICLE II

                    AUDIT COMMITTEE COMPOSITION AND MEETINGS

The Audit Committee shall be comprised of at least three directors as determined
by the Board, each of whom shall be independent and free from any relationship
which, in the opinion of the Board, would interfere with the exercise of his of
her independent judgement in carrying out the responsibilities of a director and
an Audit Committee member. All members of the Committee shall have a basic
understanding of finance and accounting and be able to read and understand
fundamental financial statements, and at least one member of the Committee shall
have past employment experience in finance or accounting, requisite professional
certification in accounting, or any other comparable experience or background
which results in the individual's financial sophistication, including being or
having been a chief executive officer, chief financial officer or other senior
officer with financial oversight responsibilities.

Audit Committee members shall be appointed by the Board. If an Audit Committee
Chair is not designated or present, the members of the Committee may designate a
Chair by majority vote of the Committee membership.

The Committee shall meet at least two times annually, or more frequently as
circumstances dictate. The Audit Committee Chair shall prepare and/or approve an
agenda in advance of each meeting. The Committee should meet privately in
executive session at least annually with the independent auditors to discuss any
matters that the Committee or the independent auditors believe should be
discussed. The Audit Committee may request any officer or employee of the
Company or the Company's outside counsel or outside auditors to attend a meeting
of the Audit Committee or to meet with any members of, or consultants to, the
Audit Committee. Members of the Audit Committee may participate in a meeting of
the Audit Committee by means of conference call or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.



                                   ARTICLE III

                   AUDIT COMMITTEE RESPONSIBILITIES AND DUTIES

                                REVIEW PROCEDURES

Review and reassess the adequacy of this Charter at least annually. Submit the
charter to the Board of Directors for approval and have the document published
at least every three years in accordance with SEC regulations.

Review the Company's annual audited financial statements prior to filing or
distribution. Review should include discussion with management and independent
auditors of significant issues regarding accounting principles, practices and
judgments.

In consultation with the management and the independent auditors, consider the
integrity of the Company's financial reporting processes and controls. Discuss
significant financial risk exposures and the steps management has taken to
monitor, control and report such exposures. Review significant findings prepared
by the independent auditors together with management's responses.

Review with financial management and the independent auditors the Company's
quarterly financial statements prior to the release of earnings and/or the
filing of the Company's quarterly report on form 10-Q. Discuss any significant
changes to the Company's accounting principles and any items required to be
communicated by the independent auditors in accordance with SAS 61.


                                       B-2
<PAGE>   55

                              INDEPENDENT AUDITORS

The independent auditors are ultimately accountable to the Audit Committee and
the Board of Directors. The Audit Committee shall review the independence and
performance of the auditors and annually recommended to the Board of Directors
the appointment of the independent auditors or approve any discharge of auditors
when circumstances warrant.

Approve the fees and other significant compensation to be paid to the
independent auditors.

On an annual basis, the Committee should review and discuss with the independent
auditors all significant relationships they have with the Company that could
impair the auditors' independence. The independent auditors shall submit to the
Company annually a formal written statement delineating all relationships
between the outside auditors and the Company ("Statement as to Independence"),
addressing at least the matters set forth in Independence Standards Board No.1.

Review the independent auditors' engagement letter discuss scope, staffing,
locations, reliance upon management and general audit approach.

Discuss certain matters required to be communicated to audit committees in
accordance with AICPA SAS 61.

Consider the independent auditor's judgments about the quality and
appropriateness of the Company's accounting principles as applied in its
financial reporting.


                                LEGAL COMPLIANCE

On at least an annual basis, review with Company's counsel, any legal matters
that could have a significant impact on the organization's financial statements,
the Company's compliance with applicable laws and regulations and inquiries
received from regulators or governmental agencies.


                     OTHER AUDIT COMMITTEE RESPONSIBILITIES

Annually prepare a report to shareholders are required by the Securities and
Exchange Commission. The report should be included in the Company's annual proxy
statement.

Perform any other activities consistent with this Charter, the Company's by-laws
and governing law, as the Committee or the Board deems necessary or appropriate.

Maintain minutes of meetings and periodically report to the Board of Directors
on significant results of the foregoing activities.


                                      B-3
<PAGE>   56


                         PROXY FOR HEADHUNTER.NET, INC.
                         ANNUAL MEETING OF SHAREHOLDERS
                                ATLANTA, GEORGIA

         The undersigned shareholder of HeadHunter.NET, Inc. (the "Company"),
hereby constitutes and appoints Robert M. Montgomery, Jr. and W. Craig Stamm, or
either one of them, each with full power of substitution, to vote the number of
shares of Company common stock which the undersigned would be entitled to vote
if personally present at the Annual Meeting of Shareholders to be held at the
offices of Alston & Bird LLP, One Atlantic Center, 1201 West Peachtree Street,
Atlanta, Georgia on Thursday, June 21, 2001, at 10:00 a.m. local time, or at any
adjournments thereof (the "Meeting"), upon the proposals described in the Notice
of Annual Meeting of Shareholders and Proxy Statement, both dated May 7, 2001,
the receipt of which is acknowledged, in the manner specified below. The
proxies, in their discretion, are further authorized to vote for the election of
a person to the Board of Directors if any nominee named herein becomes unable to
serve or for good cause will not serve and are further authorized to vote on
matters properly brought before the Meeting or any adjournment thereof, of which
the Board of Directors did not have notice on or before May 6, 2001. The Board
of Directors recommends a vote FOR Proposals 1, 2 and 3.

         1.       ELECTION OF DIRECTORS: To elect each of William H. Scott, III
and Burton B. Goldstein, Jr., to serve as a Class III director until the 2004
Annual Meeting of Shareholders of the Company and until his successor is elected
and qualified:

                   [ ] FOR            [ ] WITHHOLD AUTHORITY


         To withhold authority for any individual nominee, write the name of the
nominee in the space provided:

                     --------------------------------------


         2.       AMENDMENT OF LONG-TERM INCENTIVE PLAN: To approve the
amendment of the Company's 1998 Long-Term Incentive Plan to increase the number
of shares of Common Stock available for award by 400,000 shares.

                   [ ] FOR    [ ] AGAINST    [ ] ABSTAIN

         3.       RATIFICATION OF AUDITORS: To ratify the selection of Arthur
Andersen LLP to serve as the independent auditors of the Company for the fiscal
year ending December 31, 2001:

                   [ ] FOR    [ ] AGAINST    [ ] ABSTAIN


                  (continued and to be signed on the next page)


<PAGE>   57


                         (continued from previous page)

         THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1, 2 AND 3, AND WITH DISCRETIONARY AUTHORITY ON ALL
OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT
THEREOF OF WHICH THE COMPANY DID NOT HAVE NOTICE ON OR BEFORE MAY 6, 2001.

                           Please sign exactly as your name appears on your
                           stock certificate and date. Where shares are held
                           jointly, each shareholder should sign. When signing
                           as executor, administrator, trustee, or guardian,
                           please give full title as such. If a corporation,
                           please sign in full corporate name by President or
                           other authorized officer. If a partnership, please
                           sign in partnership name by authorized person.


                           -----------------------------------------------------
                           Signature of Shareholder


                           -----------------------------------------------------
                           Signature of Shareholder (if held jointly)

                           Dated:                                         , 2001
                                 -----------------------------------------


           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                OF HEADHUNTER.NET, INC. AND MAY BE REVOKED BY THE
                       SHAREHOLDER PRIOR TO ITS EXERCISE.

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