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                                                                    EXHIBIT 10.1

                              HEADHUNTER.NET, INC.

                         1998 LONG-TERM INCENTIVE PLAN

                      (AS AMENDED THROUGH APRIL 29, 1999)
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                               TABLE OF CONTENTS

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

                                        i
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<TABLE>
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<C>  <S>     <C>                                                           <C>
16.  GENERAL PROVISIONS..................................................
     16.1.   No Rights To Awards.........................................
     16.2.   No Shareholder Rights.......................................
     16.3.   Withholding.................................................
     16.4.   No Right To Continued Service...............................
     16.5.   Unfunded Status Of Awards...................................
     16.6.   Indemnification.............................................
     16.7.   Relationship To Other Benefits..............................
     16.8.   Expenses....................................................
     16.9.   Titles And Headings.........................................
     16.10.  Gender And Number...........................................
     16.11.  Fractional Shares...........................................
     16.12.  Government And Other Regulations............................
     16.13.  Governing Law...............................................
     16.14.  Additional Provisions.......................................
     16.15.  Code Section 162(M).........................................
</TABLE>

                                       ii
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                              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.

          (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,


<PAGE>   5

        (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 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.


<PAGE>   6

          (k) "Effective Date" has the meaning assigned such term in Section 2.

          (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.

          (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 4
     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).


<PAGE>   7

          (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 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;

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

<PAGE>   8

          (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 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.

<PAGE>   9

          (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:

          (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.

<PAGE>   10

          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.

          (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 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

<PAGE>   11

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 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

<PAGE>   12

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.

  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


<PAGE>   13
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 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
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



<PAGE>   14
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 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


<PAGE>   15
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 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

<PAGE>   16
(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.

  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.

  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.

<PAGE>   17

  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.

     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:
                                          --------------------------------------

<PAGE>   18

                             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:
                                          --------------------------------------

                                          Name:
                                          --------------------------------------

                                          Title:
                                          --------------------------------------