FORM OF CLASS B WARRANTS
                            TO PURCHASE COMMON STOCK

                                       OF

                           CAREERENGINE NETWORK, INC.

THESE  WARRANTS  ARE  ISSUED  PURSUANT  TO AN  EXEMPTION  FROM THE  REGISTRATION
PROVISIONS  OF  THE   SECURITIES  ACT  OF  1933  (THE   "SECURITIES   ACT")  AND
QUALIFICATION  PROVISIONS OF APPLICABLE STATE SECURITIES LAWS.  NEITHER THEY NOR
THE  SHARES  OF  COMMON  STOCK  FOR  WHICH  THEY CAN BE  EXERCISED  MAY BE SOLD,
HYPOTHECATED  OR  OTHERWISE   TRANSFERRED  UNLESS  REGISTERED  PURSUANT  TO  THE
SECURITIES ACT AND QUALIFIED  UNDER  APPLICABLE  STATE LAW OR, IN THE OPINION OF
COUNSEL TO THE COMPANY, AN EXEMPTION THEREFROM IS AVAILABLE.

WHEREAS,  at a meeting of the Board of Directors of CareerEngine  Network,  Inc.
(the "Company")  duly called and held on June 1, 2000, the Board  authorized the
granting of ____________ Class B Redeemable Warrants (the "B Warrants"), each to
purchase one share of the Company's Common Stock, par value $0.10,  (the "Common
Stock")  to  _____________________________________________   (the  "Holder")  in
accordance with the terms set forth herein; and

WHEREAS,  these B  Warrants  are part of a series of B Warrants  (the  "Series B
Warrants"),  all with the same terms and  conditions  as those set forth herein,
which may be issued by the Company  exercisable for up to an aggregate 1 million
shares of Common Stock; and

WHEREAS, the Series B Warrants are a part of an offering by the Company of up to
80 units (the "Units") each consisting of (i) one 12%  Convertible  Subordinated
Debenture  (collectively  the  "Debentures") in the principal amount of $50,000;
(ii) 12,500 B Warrants;  and (iii) 12,500 Class B  Redeemable  Warrants  (the "B
Warrants" and sometimes  hereinafter referred to together with the B Warrants as
the "Warrants"); and

WHEREAS,  each B Warrant permits the holder thereof, for a period terminating on
March 31, 2005, to purchase one share  (collectively  the "B Warrant Shares") of
Common Stock, initially at $6.00 per share; and

WHEREAS,  the Company  desires to set forth the terms of the B Warrants  and the
Holder desires to accept such terms;

NOW,  THEREFORE,  in consideration of the premises,  the parties hereto agree as
follows:

1.       Grant of Warrants.
         -----------------

The  Company  hereby  grants to the Holder the right to  purchase  one B Warrant
Share  for each B Warrant  granted  hereby  for a price of $6.00 as  hereinafter
adjusted (the  "Exercise  Price").  The B Warrants may be  exercised,  except as
otherwise  provided herein,  in whole or in part at any time commencing upon the
date hereof and  terminating at 5:00 P.M., New York time, on March 31, 2005 (the
"Expiration Date").

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<PAGE>

2.       Manner of Exercise.
         ------------------

The B Warrants  underlying this B Warrant Agreement may be exercised in whole or
in part by surrender of this B Warrant Agreement,  with the form of subscription
at the end hereof duly  executed by the Holder,  to the Company at its principal
office,  accompanied by payment in full in cash or by certified or official bank
check to the order of the  Company  of the  Exercise  Price of the  shares to be
purchased.  As soon as practicable,  but in no event more than 15 days after the
Holder has given the aforesaid  written  notice and made the aforesaid  payment,
the Company shall, without charging stock issue or transfer taxes to the Holder,
issue the number of shares of duly  authorized  Common Stock  issuable upon such
exercise,  which shall be duly issued, fully paid and non-assessable,  and shall
deliver to the Holder a certificate or certificates therefor,  registered in the
Holder's name. In the event of a partial  exercise of this B Warrant  Agreement,
the Company shall also issue and deliver to the Holder a new B Warrant Agreement
of like tenor,  in the name of the Holder,  for the  exercise of the number of B
Warrant Shares for which such B Warrant Agreement may still be exercised.

3.       Investment Representation.
         -------------------------

The Holder  acknowledges that the B Warrants underlying this B Warrant Agreement
as well as the B Warrant  Shares for which  these B Warrants  may be  exercised,
have not been and, except as otherwise  provided herein,  will not be registered
under the Securities Act of 1933 (the "Act") or qualified under applicable state
securities  laws and that  the  transferability  thereof  is  restricted  by the
registration  provisions  of the  Act as well as such  state  laws.  The  Holder
represents  that he is  acquiring  the B Warrants and will acquire the B Warrant
Shares for his own account,  for investment purposes only and not with a view to
resale  or  other  distribution  thereof,  nor with the  intention  of  selling,
transferring  or otherwise  disposing of all or any part of such  securities for
any particular event or circumstance,  except selling, transferring or disposing
of them upon full  compliance  with all  applicable  provisions  of the Act, the
Securities  Exchange Act of 1934 (the "Exchange Act"), the Rules and Regulations
promulgated  by  the  Securities  and  Exchange  Commission  (the  "Commission")
thereunder,  and any  applicable  state  securities  laws.  The  Holder  further
understands  and agrees that (i) neither the B Warrants nor the B Warrant Shares
may be sold unless they are subsequently  registered under the Act and qualified
under any applicable  state  securities laws or, in the opinion of the Company's
counsel,  an exemption from such  registration  and  qualification is available;
(ii) any routine  sales of the Company's  securities  made in reliance upon Rule
144  promulgated  by the  Commission  under the Act, can be effected only in the
amounts set forth in and pursuant to the other terms and  conditions,  including
applicable  holding  periods,  of that Rule;  and (iii) except as otherwise  set
forth  herein,  the Company is under no obligation to register the B Warrants or
the B Warrant  Shares  on his  behalf or to  assist  him in  complying  with any
exemption  from  registration  under  the  Act.  The  Holder  agrees  that  each
certificate  representing  any B Warrant  Shares for which the B Warrants may be
exercised will bear on its face a legend in substantially the following form:

These  securities have not been  registered  under the Securities Act of 1933 or
qualified under any state securities laws. They may not be sold, hypothecated or
otherwise  transferred  in the absence of an  effective  registration  statement
under that Act or  qualification  under applicable state securities laws without
an opinion  acceptable  to counsel to the  Company  that such  registration  and
qualification are not required.

4.       Holder Not Deemed Stockholder.
         -----------------------------

The Holder  shall not,  as holder of the B  Warrants,  be entitled to vote or to
receive  dividends,  except as may be provided in Section 5 below,  or be deemed
the holder of Common Stock that may at any time be issuable upon exercise of the
B Warrants for any purpose  whatsoever,  nor

                                        2
<PAGE>

shall  anything  contained  herein be  construed  to confer upon the Holder,  as
holder of the B Warrants,  any of the rights of a stockholder  of the Company or
any right to vote for the election of directors or upon any matter  submitted to
stockholders  at any  meeting  thereof,  or to give or  withhold  consent to any
corporate action (whether upon any  recapitalization,  issue or reclassification
of stock, change of par value or change of stock to no par value, consolidation,
merger or  conveyance or  otherwise),  or to receive  notice of meetings,  or to
receive dividends or subscription  rights, until the Holder shall have exercised
the B Warrants  and been issued  shares of Common Stock in  accordance  with the
provisions hereof.

5.       Warrant Adjustments.
         -------------------

The Exercise Price and the number of shares  purchasable  upon exercise of the B
Warrants  shall be subject to  adjustment  with respect to events after the date
hereof as follows:


(a) Adjustment  for Change in Capital  Stock.  Except as provided in Paragraph 5
(l) below, if the Company shall (i) declare a dividend on its outstanding Common
Stock in shares of its capital  stock,  (ii)  subdivide its  outstanding  Common
Stock,  (iii)  combine its  outstanding  Common  Stock into a smaller  number of
shares, or (iv) issue any shares of its capital stock by reclassification of its
Common  Stock  (including  any  such   reclassification  in  connection  with  a
consolidation  or merger in which the  Company is the  continuing  corporation),
then in each such case the Exercise  Price in effect  immediately  prior to such
action shall be adjusted so that if the B Warrants are thereafter exercised, the
Holder  may  receive  the  number  and kind of shares  which he would have owned
immediately following such action if he had exercised the B Warrants immediately
prior to such action.  Such adjustment shall be made successively  whenever such
an event shall occur. The adjustment shall become  effective  immediately  after
the record date in the case of a dividend or distribution and immediately  after
the   effective   date  in  the   case   of  a   subdivision,   combination   or
reclassification.  If after an  adjustment  the Holder  upon  exercise  of the B
Warrants  may  receive  shares of two or more  classes of  capital  stock of the
Company,  the Company's Board of Directors shall determine the allocation of the
adjusted  Exercise  Price  between  the  classes  of capital  stock.  After such
allocation,  the Exercise Price of each class of capital stock shall  thereafter
be subject to adjustment on terms comparable to those applicable to Common Stock
in this Section 5.

(b)  Adjustment for Certain  Issuances of Common Stock.  If the Company shall at
any time or from time to time  issue any  shares of  Common  Stock  (other  than
shares  issued as a dividend or  distribution  as  provided  in  Paragraph 5 (a)
above) for a  consideration  per share less than the lower of the Exercise Price
in effect on the date of such  issue or the  Current  Market  Price per share of
Common Stock (as defined in subsection  (e) of this Section 5), then,  forthwith
upon such issue, the Exercise Price in effect  immediately  prior to such action
(the  "Existing  Exercise  Price")  shall be reduced by  dividing  the number of
shares so issued by the total number of shares  outstanding after such issuance,
multiplying the quotient by the amount,  if any, by which the Existing  Exercise
Price exceeds the price of the shares so issued and  subtracting the result from
the Existing  Exercise  Price.  In the case of an issue of additional  shares of
Common Stock for cash, the consideration  received by the Company therefor shall
be deemed to be the net cash proceeds  received for such shares,  excluding cash
received on account of accrued interest or accrued dividends and after deducting
therefrom any and all  commissions  and expenses paid or incurred by the Company
for any  underwriting  of, or otherwise in  connection  with,  the issue of such
shares.  The  term  "issue"  shall  be  deemed  to  include  the  sale or  other
disposition  of shares  held in the  Company's  treasury.  The  number of shares
outstanding  at any  given  time  shall  not  include  shares  in the  Company's
treasury.


         (c)  Subscription  Offerings.  In case the Company  shall issue rights,
options,  or warrants entitling the holders thereof to subscribe for or purchase
Common Stock (or securities  convertible  into or exchangeable for Common Stock)
at a price per share (or having a conversion  price per share,  in the case of a
security convertible into or exchangeable for Common Stock) less


                                        3
<PAGE>

than the lower of the then Exercise  Price or the Current Market Price per share
(as defined in Paragraph (e) below) on the record date for the  determination of
stockholders  entitled  to  receive  such  rights,  then in each  such  case the
Exercise  Price shall be adjusted by  multiplying  the Exercise  Price in effect
immediately  prior to such record or granting  date by a fraction,  of which the
numerator  shall be the  number of shares of Common  Stock  outstanding  on such
record or  granting  date plus the  number of shares of Common  Stock  which the
aggregate  offering price of the total number of shares of Common Stock so to be
offered (or the aggregate initial conversion price of the convertible securities
so to be offered) would purchase at such Exercise Price or Current Market Price,
as the case may be, and of which the  denominator  shall be the number of shares
of Common Stock  outstanding  on such record or granting date plus the number of
additional shares of Common Stock to be offered for subscription or purchase (or
into which the  convertible  or  exchangeable  securities  so to be offered  are
initially  convertible or exchangeable).  Such adjustment shall become effective
at the close of business on such record date;  provided,  however,  that, to the
extent  the  shares  of  Common  Stock  (or  securities   convertible   into  or
exchangeable  for shares of Common Stock) are not delivered,  the Exercise Price
shall be readjusted  after the expiration of such rights,  options,  or warrants
(but  only to the  extent  that the B  Warrants  are not  exercised  after  such
expiration),  to the  Exercise  Price  which  would  then be in  effect  had the
adjustments made upon the issuance of such rights or warrants been made upon the
basis of  delivery of only the number of shares of Common  Stock (or  securities
convertible into or exchangeable for shares of Common Stock) actually issued. In
case any subscription  price may be paid in a consideration part or all of which
shall be in a form other than cash, the value of such consideration  shall be as
determined in good faith by the Company's  Board of Directors.  Shares of Common
Stock  owned by or held for the  account of the  Company  or any  majority-owned
subsidiary  shall  not be  deemed  outstanding  for  the  purpose  of  any  such
computation.


         (d) Other Rights to Acquire  Common  Stock.  In case the Company  shall
distribute to all holders of its Common Stock  evidences of its  indebtedness or
assets (excluding cash dividends or distributions paid from retained earnings of
Maker) or rights or warrants to subscribe or purchase  (excluding those referred
to in Paragraph (c) above),  then in each such case the Exercise  Price shall be
adjusted so that the same shall equal the price  determined by  multiplying  the
Exercise Price in effect immediately prior to the date of such distribution by a
fraction of which the numerator  shall be the Current Market Price per share (as
defined in Paragraph (e) below) of the Common Stock on the Record Date mentioned
below less the then fair market value (as  determined  by the Board of Directors
of the  Company) of the portion of the assets or evidences  of  indebtedness  so
distributed  or of such  rights or  warrants  applicable  to one share of Common
Stock,  and the  denominator  shall be the Current Market Price per share of the
Common Stock.  Such  adjustment  shall become  effective  immediately  after the
Record Date for the  determination  of  shareholders  entitled  to receive  such
distribution.

         (e) Current  Market  Price.  For the purpose of any  computation  under
Paragraphs (b) through (d) of this Section 5, the Current Market Price per share
of  Common  Stock on any date  shall be deemed  to be the  average  of the daily
closing  prices for the 30 consecutive  trading days  commencing 45 trading days
before  such date.  The  closing  price for each day shall be the last  reported
sales price  regular way or, in case no such  reported  sale takes place on such
day, the closing bid price regular way, in either case on the principal national
securities  exchange on which the Common  Stock is listed or admitted to trading
or, if the Common  Stock is not listed or  admitted  to trading on any  national
securities exchange, the highest reported bid price as furnished by the National
Association of Securities Dealers,  Inc. through NASDAQ or similar  organization
if NASDAQ is no longer  reporting  such  information,  or by the National  Daily
Quotation Bureau or similar  organization if the Common Stock is not then quoted
on an inter-dealer quotation system. If on any such date the Common Stock is not
quoted by any such  organization,  the fair  value of the  Common  Stock on such
date, as determined by the Company's Board of Directors, shall be used.


                                        4
<PAGE>

         (f) Action to Permit Valid Issuance of Common Stock.  Before taking any
action which would cause an  adjustment  reducing  the Exercise  Price below the
then par value,  if any, of the shares of Common Stock issuable upon exercise of
the B Warrants,  the Company  will take all  corporate  action which may, in the
opinion of its  counsel,  be necessary in order that the Company may validly and
legally issue shares of such Common Stock at such adjusted Exercise Price.

         (g) Minimum  Adjustment.  No adjustment in the Exercise  Price shall be
required if such  adjustment  is less than $0.05;  provided,  however,  that any
adjustments,  which by reason of this Paragraph (g) are not required to be made,
shall be carried  forward and taken into account in any  subsequent  adjustment.
All  calculations  under this  Section 5 shall be made to the nearest cent or to
the  nearest  one-hundredth  of a share,  as the case  may be.  Anything  to the
contrary notwithstanding,  the Company shall be entitled to make such reductions
in the conversion  price, in addition to those required by this Paragraph 5 (g),
as it in its discretion  shall determine to be advisable in order that any stock
dividends,  subdivision of shares,  distribution  of rights to purchase stock or
securities,  or distribution of securities  convertible into or exchangeable for
stock hereafter made by the Company to its stockholders shall not be taxable.

         (h) Referral of  Adjustment.  In any case in which this Section 5 shall
require  that an  adjustment  in the  Exercise  Price be made  effective as of a
record date for a specified  event,  if the B Warrants shall have been exercised
after such record date the  Company may elect to defer until the  occurrence  of
such event issuing to the Holder the shares, if any, issuable upon such exercise
over and above the shares,  if any,  issuable upon such exercise on the basis of
the Exercise Price in effect prior to such adjustment;  provided,  however, that
the  Company  shall  deliver  to the  Holder  a due  bill or  other  appropriate
instrument  evidencing the Holder's right to receive such additional shares upon
the occurrence of the event requiring such adjustment.

         (i) Number of Shares.  Upon each  adjustment of the Exercise Price as a
result of the calculations made in Paragraphs (a) through (d) of this Section 5,
the B Warrants shall thereafter evidence the right to purchase,  at the adjusted
Exercise  Price,  that number of shares  (calculated to the nearest  thousandth)
obtained by  dividing  (i) the product  obtained  by  multiplying  the number of
shares  purchasable  upon exercise of the B Warrants  prior to adjustment of the
number of shares by the  Exercise  Price in effect  prior to  adjustment  of the
Exercise Price by (ii) the Exercise Price in effect after such adjustment of the
Exercise Price.

         (j) Transactions Not Requiring Adjustments.  No adjustment need be made
for a transaction referred to in Paragraphs (a) through (d) of this Section 5 if
the Holder is permitted to  participate  in the  transaction  on a basis no less
favorable  than any other party and at a level which would preserve the Holder's
percentage  equity  participation  in the Common  Stock upon  exercise  of the B
Warrants.  No  adjustment  need be made for sales of Common Stock  pursuant to a
Company plan for reinvestment of dividends or interest,  the granting of options
and/or the exercise of options  outstanding under any of the Company's currently
existing stock option plans, the exercise of currently  existing incentive stock
options or incentive  stock options  which may be granted in the future,  or the
exercise  of any  other  of the  Company's  currently  outstanding  options.  No
adjustment  need be made for a change  in the par  value or no par  value of the
Common  Stock.  If the B  Warrants  become  exercisable  solely  into  cash,  no
adjustment need be made thereafter. Interest will not accrue on the cash.

         (k) Notice of Adjustments. Whenever the Exercise Price is adjusted, the
Company shall  promptly mail to the Holder a notice of the  adjustment  together
with a certificate  from the Company's Chief  Financial  Officer briefly stating
(i) the facts requiring the adjustment, (ii) the adjusted Exercise Price and the
manner of  computing  it;  and (iii) the date on which such  adjustment  becomes
effective.  The certificate shall be prima facia evidence that the adjustment is
correct, absent manifest error.

                                        5
<PAGE>

         (l)  Reorganization  of Company.  If the Company  and/or the holders of
Common Stock are parties to a merger,  consolidation  or a transaction  in which
(i) the Company transfers or leases  substantially  all of its assets;  (ii) the
Company  reclassifies  or changes its  outstanding  Common  Stock;  or (iii) the
Common Stock is exchanged for securities,  cash or other assets;  the person who
is the  transferee  or lessee of such  assets or is  obligated  to deliver  such
securities,  cash or other assets  shall assume the terms of the B Warrants.  If
the issuer of  securities  deliverable  upon  exercise  of the B Warrants  is an
affiliate of the surviving,  transferee or lessee corporation, that issuer shall
join in such assumption.  The assumption agreement shall provide that the Holder
may  exercise  the B Warrants  into the kind and amount of  securities,  cash or
other  assets  which he would have owned  immediately  after the  consolidation,
merger,  transfer,  lease  or  exchange  if he  had  exercised  the  B  Warrants
immediately  before  the  effective  date  of the  transaction.  The  assumption
agreement  shall provide for adjustments  that shall be as nearly  equivalent as
may be  practical  to the  adjustments  provided  for in  this  Section  5.  The
successor  company  shall mail to the  Holder a notice  briefly  describing  the
assumption agreement. If this Paragraph applies,  Paragraph 5 (a) above does not
apply.

         (m) Voluntary  Reduction.  The Company from time to time may reduce the
Exercise Price by any amount for any period of time if the period is at least 20
days and if the  reduction  is  irrevocable  during  the  period.  Whenever  the
Exercise Price is reduced,  the Company shall mail to the Holder a notice of the
reduction.  The  Company  shall mail the notice at least 15 days before the date
the reduced  Exercise  Price takes  effect.  The notice  shall state the reduced
Exercise Price and the period it will be in effect.  A reduction of the Exercise
Price does not  change or adjust  the  Exercise  Price  otherwise  in effect for
purposes of Paragraphs 5 (a) through (d) above.

         (n) Dissolution,  Liquidation. In the event of the dissolution or total
liquidation  of the  Company,  then  after the  effective  date  thereof,  the B
Warrants and all rights thereunder shall expire.

         (o) Notices.  If (i) the Company takes any action that would require an
adjustment in the Exercise  Price pursuant to this Section 5; or (ii) there is a
liquidation or dissolution of the Company,  the Company shall mail to the Holder
a notice stating the proposed  record date for a distribution  or effective date
of a reclassification,  consolidation,  merger, transfer,  lease, liquidation or
dissolution.  The  Company  shall mail the notice at least 15 days  before  such
date.  Failure  to mail the  notice or any  defect in it shall  not  affect  the
validity of the transaction.

         (p) Determination by Company  Conclusive.  Any  determination  that the
Company or its Board of Directors  must make pursuant to this Section 5 shall be
conclusive, absent manifest error.

6.       Fractional Shares.
         -----------------

If the  number  of B  Warrant  Shares  purchasable  upon the  exercise  of the B
Warrants  is  adjusted   pursuant  to  Section  5  hereof,   the  Company  shall
nevertheless not be required to issue fractions of shares upon exercise of the B
Warrants or otherwise,  or to distribute  certificates that evidence  fractional
shares. Instead the Company will round any fractional share to the nearest share
so that if the  fraction  is less than 0.5 no share  shall be issued  and if the
fraction is 0.5 or higher the Company shall issue one full share.

7.       Inclusion of B Warrant Shares in Registration Statement; Right to
         -----------------------------------------------------------------
         Registration.
         -------------

(a) Holder's  Right to  Registration.  Commencing on the date hereof and through
one year after the date on which all of the B Warrants have expired  and/or been
exercised, upon receipt of notice (the "Registration Request Notice") requesting
registration  under the Securities Act of the  Debentures,  the shares of Common
Stock issuable upon conversion of the Debentures,  the B


                                        6
<PAGE>

Warrants,  the B Warrant  Shares,  the B Warrants and the shares of Common Stock
issuable  upon  exercise  of  the B  Warrants  (collectively  the  "Registerable
Securities")  from the holders of the majority of the  Registerable  Securities,
the Company will offer to the Holder the opportunity to include his Registerable
Securities  in such  registration.  The  Company  will use its  reasonable  best
efforts to file with the Commission as promptly as  practicable,  a registration
statement  (the "Demand  Registration  Statement"),  and will use its reasonable
best efforts to have the Demand  Registration  Statement  declared effective and
remain effective until the earliest of two years  thereafter,  the date that all
the  Registerable  Securities  registered  thereby  have  been  sold or,  in the
reasonable opinion of the Company's counsel, the Registerable  Securities may be
sold publicly  without  registration.  The Company will also use its  reasonable
best efforts to qualify the Registerable Securities under the securities laws of
the state  where the Holder  resides  provided  the  Company is not  required to
execute a general consent to service or to qualify to do business in such state.
This offer to the Holder shall be made within 20 days after the Company receives
the Registration Request Notice. This Demand Registration right may be exercised
one time only.  If the Holder elects to include his  Registerable  Securities in
the Demand  Registration  Statement,  he will, in a timely fashion,  provide the
Company and its counsel with such  information and execute such documents as the
Company's  counsel  may  reasonably  require to prepare  and  process the Demand
Registration  Statement.  If the Holder  elects not to include his  Registerable
Securities  in the  "Demand  Registration  Statement,"  he shall have no further
rights to the registration of his Registerable Securities under this Paragraph 7
(a). In the event that the Company has filed a  registration  statement with the
Commission relating to its securities within 90 days prior to its receipt of the
Registration Request Notice, which registration  statement has not been declared
effective, the Holder agrees that the Company can thereafter delay the filing of
the Demand Registration Statement for a period not to exceed 90 days.

         (b) "Piggy  Back"  Registration  Rights.  If at any time after the date
hereof, the Company proposes to file a Registration Statement under the Act with
respect to any of its securities  (except one relating to employee benefit plans
or a merger or similar transaction) (a "Public Offering"), it shall give written
notice of its  intention  to effect  such  filing to the Holder at least 30 days
prior to  filing  such  Registration  Statement  (the  "Piggy-Back  Registration
Statement").  If the Holder's  Registerable  Securities have not been previously
registered  as  provided  in Section 7 (a) above,  and he desires to include his
Registerable  Securities  in the  Piggy-Back  Registration  Statement,  he shall
notify the Company in writing  within 15 days after  receipt of such notice from
the Company, in which event the Company shall include the Holder's  Registerable
Securities in the  Piggy-Back  Registration  Statement.  If the Holder elects to
include his Registerable  Securities in the Piggy-Back Registration Statement as
set forth herein,  he shall,  in a timely  fashion,  provide the Company and its
counsel  with such  information  and execute  such  documents as its counsel may
reasonably require to prepare and process the Piggy-Back Registration Statement.

         (c) Copies of  Registration  Statements and  Prospectuses.  The Company
will  provide the Holder  with a copy of the Demand  Registration  Statement  or
Piggy-Back  Registration  Statement,  as the  case  may be,  and any  amendments
thereto,  and copies of the final prospectus included therein in such quantities
as may  reasonably  be  required  to permit the Holder to sell his  Registerable
Securities after the Demand  Registration  Statement or Piggy-Back  Registration
Statement,  as the case may be, is declared  effective  by the  Commission  (the
"Effective Date").

         (d) The  Company's  Obligation to Bear  Expenses of  Registration.  The
Company will bear all expenses (except underwriting discounts and commission, if
any,  and the  legal  fees and  expenses,  if any,  of  counsel  to the  Holder)
necessary  and  incidental  to the  performance  of its  obligations  under this
Section 7.

         (e)  Indemnification.  The  Company  and the  Holder,  if the  Holder's
Registrable Securities are included in a Registration Statement pursuant to this
Section 7, shall provide


                                        7
<PAGE>


appropriate cross indemnities to each other covering the information supplied by
the indemnifying party for inclusion in such Registration Statement.

         (f) Restriction on Sale of Registerable  Securities.  The Holder agrees
that as a condition for the Company  registering the Registerable  Securities as
provided in this Paragraph 7 (b), in the event that the Piggy-Back  Registration
Statement in which the Registerable  Securities are included relates to a Public
Offering to be effected  through or with the  assistance of an  underwriter,  he
will consent to restrict the sale of the  Registerable  Securities or reduce the
number of Registerable  Securities that may be included in such  registration in
accordance with the requirements of such underwriter.

         (g) Cancellation of Registration  Rights.  Anything to the contrary not
withstanding,  the Company  shall not be required to register  any  Registerable
Securities  which, in the reasonable  opinion of the Company's  counsel,  may be
sold pursuant to the exemption from registration provided by Section (k) of Rule
144 promulgated under the Act.

         (h) Exchange of Warrants.  Upon the  Effective  Date the Holder  agrees
that his B Warrants  shall be subject to the terms and  conditions  of a warrant
agreement (the "Public Warrant Agreement"), the form of which is appended hereto
as EXHIBIT B, which shall  supercede  the terms of this  Warrant  Agreement  and
pursuant to which Registrar and Transfer Company or other stock transfer company
selected by the Company shall act as warrant agent (the  "Warrant  Agent").  The
Holder shall  deliver  this  Warrant  Agreement to the Company in exchange for a
warrant to be sent to him by the Warrant Agent for the same number of B Warrants
represented  by this  Agreement  in the form of the B  Warrant  appended  to the
Public Warrant Agreement.

8.       Redemption.
         ----------

         (a)  Company's  Right to Redeem B Warrants.  On or after the date the B
Warrant  Shares become  registered  as provided  herein or may otherwise be sold
publicly,  on not less than  thirty  (30) days  notice,  the B  Warrants  may be
redeemed,  at the option of the Company,  at a redemption  price of $0.001 per B
Warrant (the  "Redemption  Price"),  provided that the reported closing price of
the Common Stock equals or exceeds 150% of the then Exercise  Price for a period
of 20 consecutive  trading days ending three trading days prior to the notice of
redemption.  For the purpose of this  Section 8, the closing  price for each day
shall be the last reported  sales price regular way or, in case no such reported
sale takes place on such day, the closing bid price  regular way, in either case
on the  principal  national  securities  exchange  on which the Common  Stock is
listed or admitted to trading or, if the Common  Stock is not listed or admitted
to trading on any national securities  exchange,  the highest reported bid price
as furnished by the National  Association of Securities  Dealers,  Inc.  through
NASDAQ  or  similar   organization  if  NASDAQ  is  no  longer   reporting  such
information,  or by the National Daily Quotation Bureau or similar  organization
if the Common Stock is not then quoted on an inter-dealer  quotation system. All
unexercised  B Warrants  in the Series of B Warrants  must be  redeemed if any B
Warrants are redeemed.

         (b) Method of Redemption.  In case the Company shall desire to exercise
its right to redeem the B Warrants,  it shall mail a notice of redemption to the
Holder,  first class,  postage  prepaid,  not later than the 30th day before the
date fixed for redemption, at his last address as shall appear in the records of
the  Company.  Any  notice  mailed  in  the  manner  provided  herein  shall  be
conclusively presumed to have been duly given whether or not the Holder receives
such notice.

         (c) Notice of  Redemption.  The notice of redemption  shall specify (i)
the Redemption Price; (ii) the date fixed for redemption;  (iii) the place where
the B Warrant Certificates shall be


                                        8
<PAGE>

delivered and the Redemption Price paid; and (iv) that the right to exercise the
B  Warrants  shall  terminate  at 5:00 PM (New York  time) on the  business  day
immediately  preceding  the date  fixed for  redemption.  The date fixed for the
redemption of the B Warrants shall be the Redemption Date.


         (d) Termination of Right to Exercise B Warrants.  Any right to exercise
B Warrants shall terminate at 5:00 P.M. (New York time) on the Redemption  Date.
On and after the Redemption Date, the Holder shall have no further rights except
to receive, upon surrender of his B Warrants, the Redemption Price.

         (e) Delivery of Redemption Price and Expiration of B Warrants. From and
after  the date  specified  for  redemption,  the  Company  shall,  at the place
specified in the notice of redemption,  upon  presentation  and surrender to the
Company by or on behalf of the Holder of one or more B Warrants to be  redeemed,
deliver or cause to be  delivered  to or upon the written  order of the Holder a
sum in cash equal to the Redemption Price of each such B Warrant. From and after
the  Redemption  Date and upon the deposit or setting  aside by the Company of a
sum  sufficient to redeem all of the B Warrants  called for  redemption,  such B
Warrants shall expire and become void and all rights hereunder, except the right
to receive payment of the Redemption Price, shall cease.

9.       Covenants of the Company.
         ------------------------

The Company  covenants  that it will at all times reserve and keep available out
of its authorized Common Stock, solely for the purpose of issue upon exercise of
Warrants,  such number of shares of Common Stock as shall then be issuable  upon
the exercise of all outstanding Warrants.  The Company covenants that all shares
of Common Stock which shall be issuable upon exercise of the Warrants  shall, at
the time of  delivery  thereof,  be duly and  validly  issued and fully paid and
nonassessable and free from all preemptive or similar rights,  taxes,  liens and
charges with respect to the issue  thereof,  and that upon  issuance such shares
shall be listed on each securities  exchange,  if any, on which the other shares
of outstanding Common Stock of the Company are then listed.

10.      Amendments.
         ----------

This Agreement shall not be amended,  modified or revoked except by agreement in
writing, signed by the Company and the Holder.

11.      Governing Law.
         -------------

The B Warrants shall be governed by the laws of the State of New York.


                                        9
<PAGE>

IN WITNESS  WHEREOF,  the Company has caused  these B Warrants to be executed on
its behalf by an officer  thereunto duly  authorized and the Holder has executed
this Agreement as of the date above written.

CareerEngine Network, Inc.

By: _______________________________________
    George W. Benoit, Chairman of the Board



                                       10
<PAGE>

                                SUBSCRIPTION FORM

                          To Be Executed by the Holder
                         in Order to Exercise B Warrants

The undersigned Holder hereby irrevocably elects to exercise the B Warrants, and
to purchase the shares of Common Stock issuable upon the exercise  thereof,  and
requests that certificates for such shares shall be issued in the name of


            PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

            __________________________________________________________

            __________________________________________________________

            __________________________________________________________
                    [please print or type name and address]


and be delivered to

            __________________________________________________________

            __________________________________________________________

            __________________________________________________________
                    [please print or type name and address]


and if such  number  of  shares of  Common  Stock  shall  not be all the  shares
issuable  upon the exercise of the B Warrants,  that new B Warrants  exercisable
for the balance of the shares  issuable  upon the  exercise of the B Warrants be
delivered to the Holder at the address stated below.


Dated:                               X
        -------------------          ------------------------------------------

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

                                     ------------------------------------------
                                                     Address



                                     ------------------------------------------
                                          Taxpayer Identification Number



                                     ------------------------------------------
                                                Signature Guaranteed



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



                              Page 11 of 12 Pages