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                           CAREERENGINE NETWORK, INC.

                                       AND

                              DIRKS & COMPANY, INC.


                                    FORM OF
                                PLACEMENT AGENT'S
                                WARRANT AGREEMENT

                            Dated as of June 28, 2000


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<PAGE>



         PLACEMENT  AGENT'S WARRANT  AGREEMENT dated as of June __, 2000 between
CAREERENGINE NETWORK, INC., a Delaware corporation (the "Company"),  and DIRKS &
COMPANY,  INC.  (hereinafter  referred  to  variously  as  the  "Holder"  or the
"Placement Agent").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS,  the Company  proposes to issue to the Placement  Agent or its
designee(s) warrants  ("Warrants") to purchase a number of placement agent units
(the  "Placement  Agent  Units") of the  Company  equal to 10% of the  aggregate
number of units (the "Units") sold in the  Placement  (as defined  below).  Each
Unit  sold  in the  Placement  consists  of (i) a  debenture  (collectively  the
"Debentures")  in the principal  amount of $50,000 bearing interest at an annual
rate of 12% and convertible into shares of the Company's common stock, $0.10 par
value per share (the  "Common  Stock")  at an initial  price of $2.00 per share,
12,500  Class  A  Redeemable  Common  Stock  Purchase  Warrants  (the  "Class  A
Warrants"),  and 12,500 Class B Redeemable  Common Stock Purchase  Warrants (the
"Class B  Warrants"  and  collectively  with the Class A  Warrants,  the  "Stock
Purchase  Warrants").  Each Class A Warrant  entitles the holder to purchase one
share of Common  Stock at an  initial  price of $4.00 per share and each Class B
Warrant  entitles the holder to purchase one share of Common Stock at an initial
price of $6.00 per  share.  Each  Placement  Agent Unit  consists  of (i) at the
holder's option except as otherwise provided herein, either (A) a Debenture,  or
(B) up to such number of fully paid and  non-assessable  shares of Common  Stock
which is equal to the total number of securities issuable upon conversion of the
original principal amount of a Debenture issued in the Placement (whether or not
the  Debentures  have been  converted  and  notwithstanding  whether  or not the
Debentures  have been repaid)  based upon an initial  conversion  price equal to
$2.00  per  share,

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<PAGE>


subject  to such  adjustments  as  found  in the  Debenture  (collectively  (the
"Debenture  Shares"),  (ii) 12,500  Class A Warrants  and (iii)  12,500  Class B
Warrants; and

         WHEREAS, the Placement Agent has agreed pursuant to the placement agent
agreement (the "Placement  Agent  Agreement")  dated as of June __, 2000, by and
between the Placement Agent and the Company,  to act as the exclusive  placement
agent in  connection  with the  proposed  private  offering of up to eighty (80)
Units (the  "Placement") on a best efforts basis at an offering price of $50,000
per Unit; and

         WHEREAS,  the Warrants to be issued  pursuant to this Agreement will be
issued  at  each  Closing  (as  such  term is  defined  in the  Placement  Agent
Agreement) by the Company to the Placement  Agent in  consideration  for, and as
part of the Placement  Agent's  compensation  in connection  with, the Placement
Agent acting as the exclusive  placement  agent pursuant to the Placement  Agent
Agreement;

         NOW,  THEREFORE,  in consideration of the premises,  the payment by the
Placement Agent to the Company of Ten dollars  ($10.00),  the agreements  herein
set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

         1. Grant.  The Holder is hereby  granted the right to purchase,  at any
time from the last Closing Date (as such term is defined in the Placement  Agent
Agreement)  until  5:00  p.m.  New York time on the date  five  years  from such
Closing  Date, a number of Placement  Agent Units equal to 10% of the  aggregate
number of Units  sold in the  Placement  at an  exercise  price of  $60,000  per
Placement Agent Unit subject to the terms and conditions of this Agreement.


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<PAGE>

         2.  Warrant  Certificates.   The  warrant  certificates  (the  "Warrant
Certificates") delivered and to be delivered pursuant to this Agreement shall be
substantially  in the form set forth in  Exhibit A,  attached  hereto and made a
part hereof, with such appropriate  insertions,  omissions,  substitutions,  and
other variations as required or permitted by this Agreement.

         3. Exercise of Warrant.

         3.1 Method of Exercise for Cash. The Warrants are  exercisable for cash
at the exercise price per Placement  Agent Unit as set forth in Section 6 hereof
payable by certified or official  bank check in New York  Clearing  House funds.
Upon  surrender  of a Warrant  Certificate,  together  with the annexed  Form of
Election to Purchase  pursuant to this  Section 3.1 (the "Cash  Election  Form")
duly  executed and payment of the Exercise  Price (as  hereinafter  defined) for
Placement Agent Units purchased,  at the Company's principal offices in New York
(currently  located 2 World Trade Center,  Suite 2112, New York, New York 10048)
the registered holder ("Holder" or "Holders") of a Warrant  Certificate shall be
entitled  to receive (i) at the option of the Holder  (the  "Exercise  Option"),
either (A) a Debenture in the  principal  amount of $50,000  times the number of
Warrants   exercised  (the  "Principal   Amount"),   or  (B)  a  certificate  or
certificates  for such number of Debenture  Shares as shall equal the  Principal
Amount divided by the then existing conversion price of the Debentures; and (ii)
the Stock Purchase Warrants so purchased. The Holder shall exercise the Exercise
Option by checking the  appropriate  box in the Cash Election Form. The purchase
rights represented by each Warrant  Certificate are exercisable at the option of
the Holder thereof,  in whole or in part (but not as to fractional shares of the
Common Stock underlying the Warrants). Warrants may be exercised to purchase all
or part of the Placement  Agent Units  represented  thereby.  In the case of the
purchase  of less  than all the  Placement  Agent  Units  purchasable  under any
Warrant Certificate,


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<PAGE>

the Company shall cancel said Warrant Certificate upon the surrender thereof and
shall  execute  and  deliver a new  Warrant  Certificate  of like  tenor for the
unexercised balance of the Placement Agent Units purchasable thereunder.

         3.2  Exercise  by  Surrender  of Warrant.  In lieu of any cash  payment
required to exercise the  Warrants,  the  Holder(s)  shall have the right at any
time  and  from  time to time to  exercise  the  Warrants  in full or in part by
surrendering  the  Warrant  Certificate  ,  together  with the  annexed  Form of
Election to Purchase  pursuant to this  Section 3.2 in the manner  specified  in
Section 3.1 in  exchange  for the number of  Placement  Agent Units equal to the
product of: (x) the number of Placement Agent Units as to which the Warrants are
being  exercised,  multiplied  by (y) a fraction,  the numerator of which is the
Market Price (as defined  below) of the Placement  Agent Units less the Exercise
Price of the Placement  Agent Units and the  denominator  of which is the Market
Price per  Placement  Agent Unit.  For the purposes of this Section 3.2,  Market
Price shall be  calculated  on the date on which the form of  election  attached
hereto is deemed to have been sent to the Company  pursuant to Section 13 hereof
("Notice Date"). Anything to the contrary not withstanding,  the Placement Agent
Units  purchased  pursuant to this Section 3.2 shall consist solely of Debenture
Shares  and Stock  Purchase  Warrants  and the  Holder  shall  have no rights to
acquire any Debentures.

         3.3  Definition of Market Price.

         (a) As used herein,  the phrase "Market  Price" of the Placement  Agent
Units,  the Common  Stock or the Stock  Purchase  Warrants  at any date shall be
deemed to be, the  average  of the daily  closing  prices  for the  thirty  (30)
consecutive  trading  days  commencing  forty five (45) trading days before such
date.  The  closing  price for each day shall be the last  reported  sales


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<PAGE>

price regular way or, in case no such reported sale takes place on such day, the
closing bid price  regular  way, in either  case as  officially  reported by the
principal  securities exchange on which the Units, the Common Stock or the Stock
Purchase  Warrants,  as the case may be, are listed or admitted to trading or by
the Nasdaq National  Market ("NNM") or the Nasdaq Small Cap Market ("NSC"),  or,
if the Units, the Common Stock or the Stock Purchase  Warrants are not listed or
admitted to trading on any national securities exchange or quoted on NNM or NSC,
the average  closing  bid price as  furnished  by the  National  Association  of
Securities Dealers, Inc. ("NASD") through the National Association of Securities
Dealers Automated Quotation System ("Nasdaq"), or similar organization if Nasdaq
is no longer reporting such information.

         (b) If the  Market  Price  of  the  Placement  Agent  Units  cannot  be
determined  pursuant to Section 3.3(a),  the Market Price of the Placement Agent
Units  shall be deemed to be the sum of the  Market  Price of the  Common  Stock
which is equal to the total number of securities issuable upon conversion of the
original  principal  amount of a  Debenture  and the  Market  Price of the Stock
Purchase Warrants.

         (c) If the  Market  Price of the  Common  Stock  cannot  be  determined
pursuant to Section 3.3(a) above,  the Market Price of the Common Stock shall be
determined in good faith (using  customary  valuation  methods) by resolution of
the  members  of the  Board  of  Directors  of the  Company,  based  on the best
information available to it.

         (d) If the  Market  Price of the  Stock  Purchase  Warrants  cannot  be
determined  pursuant  to Section  3.3(a)  above,  the Market  Price of the Stock
Purchase  Warrants  shall equal the  difference  between the Market Price of the
Common Stock and the Exercise Price of the Stock Purchase  Warrant.

         4. Issuance of  Certificates.  Upon the exercise of the  Warrants,  the
issuance of Debentures or certificates for the Debenture Shares, as the case may
be, the Stock Purchase


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<PAGE>


Warrants,  or other  securities,  property or rights  underlying  such  Warrants
(collectively the "Underlying  Securities")  shall be made forthwith (and in any
event such  issuance  shall be made within five (5)  business  days  thereafter)
without  charge to the Holder thereof  including,  without  limitation,  any tax
which may be payable in respect of the issuance  thereof,  and such certificates
shall  (subject to the  provisions  of Sections 5 and 7 hereof) be issued in the
name of, or in such names as may be directed by, the Holder  thereof;  provided,
however,  that the  Company  shall not be  required  to pay any tax which may be
payable in respect of any transfer  involved in the issuance and delivery of any
such  certificates in a name other than that of the Holder and the Company shall
not be required to issue or deliver such certificates unless or until the person
or persons  requesting  the issuance  thereof shall have paid to the Company the
amount of such tax or shall have  established to the satisfaction of the Company
that such tax has been paid.

         The  Warrant   Certificates  and  the  certificates   representing  the
Underlying  Securities  shall be executed on behalf of the Company by the manual
or  facsimile  signature of the then  Chairman or Vice  Chairman of the Board of
Directors or President or Vice President of the Company under its corporate seal
reproduced thereon, attested to by the manual or facsimile signature of the then
Secretary or Assistant Secretary of the Company.  Warrant  Certificates shall be
dated the date of  execution by the Company  upon  initial  issuance,  division,
exchange, substitution or transfer.

         5.  Restriction  On  Transfer  of  Warrants.  The  Holder  of a Warrant
Certificate,  by its acceptance thereof,  covenants and agrees that the Warrants
and the  securities  issuable upon exercise  thereof,  are being  acquired as an
investment and not with a view to the distribution thereof.


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<PAGE>

         6.  Exercise  Price;  Adjustment  of  Debenture  Conversion  and  Stock
Purchase Warrant Exercise Prices.

         6.1 Exercise Price. The exercise price of each Warrant shall be $60,000
per Placement Agent Unit.

         6.2  Adjustment  of Debenture  Conversion  and Stock  Purchase  Warrant
Exercise Prices . The conversion price of the Debentures and the exercise prices
of the Stock Purchase  Warrants  underlying  the Placement  Agent Units shall be
adjusted in accordance  with the  "anti-dilution"  provisions  set forth in such
securities commencing on the date hereof.

         7. Registration Rights.

         7.1 Registration Under the Securities Act of 1933. The Warrants and the
Underlying  Securities have not been registered under the Securities Act of 1933
(the  "Act").  The  Warrants  and upon  exercise,  in part or in  whole,  of the
Warrants,  certificates  representing  the Underlying  Securities shall bear the
following legend:

The securities  represented by this  certificate  have not been registered under
the Securities Act of 1933 (the "Act"),  and may not be offered,  sold,  pledged
hypothecated,  assigned  or  transferred  except  pursuant  to (i) an  effective
registration  statement under the Act, (ii) to the extent  applicable,  Rule 144
under the Act (or any similar rule under such Act relating to the disposition of
securities), or (iii) an opinion of counsel, if such opinion shall be reasonably
satisfactory to counsel to the issuer, that an exemption from registration under
such Act is available.

         7.2 Piggyback Registration. If, at any time during the five-year period
commencing on the date the Warrants are issued, the Company proposes to register
any of its  securities  under the Act (other than pursuant to Form S-8, S-4 or a
comparable  registration  statement)  the Company  will give  written  notice by
registered  mail,  at least  thirty  (30) days  prior to the filing of each such
registration  statement,  to the Placement Agent and to all other Holders of the
Underlying Securities of its intention to do so. If the Placement Agent or other
Holders of

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the  Underlying  Securities  notify the  Company  within  twenty (20) days after
receipt of any such notice of its or their desire to include any such securities
in such proposed registration statement,  the Company shall afford the Placement
Agent and such Holders of the Underlying  Securities the opportunity to have any
such Underlying Securities registered under such registration statement.

         Notwithstanding  the  provisions of this Section 7.2, the Company shall
have the right at any time after it shall have given written notice  pursuant to
this Section 7.2 (irrespective of whether a written request for inclusion of any
such  securities  shall have been  made) to elect not to file any such  proposed
registration  statement,  or to withdraw  the same after the filing but prior to
the effective date thereof.

         7.3 Demand Registration.

         (a) At any time during the five-year period  commencing on the date the
Warrants  are issued,  if the Company is subject to the  reporting  requirements
under  Section 13 or Section  15(g) of the  Securities  and Exchange Act of 1934
(the "Exchange  Act"), the Holders of the Underlying  Securities  representing a
"Majority" (as hereinafter defined) of such securities (assuming the exercise of
all of the  Warrants)  shall have the right  (which  right is in addition to the
registration rights under Section 7.2 hereof),  exercisable by written notice to
the  Company,  to have the  Company  prepare  and file with the  Securities  and
Exchange  Commission  (the  "Commission"),   on  one  occasion,  a  registration
statement and such other documents,  including a prospectus, as may be necessary
in the opinion of both counsel for the Company and counsel for the  underwriter,
if any, and the Holders,  in order to comply with the  provisions of the Act, so
as to  permit  a  public  offering  and  sale  of  their  respective  Underlying
Securities for nine (9) consecutive months by such Holders and any other Holders
of the  Underlying  Securities who


                                        9
<PAGE>

notify the Company within ten (10) days after receiving  notice from the Company
of such request.

         (b) The  Company  covenants  and agrees to give  written  notice of any
registration  request  under  this  Section  7.3 by any Holder or Holders to all
other registered Holders of the Underlying  Securities within ten (10) days from
the date of the receipt of any such registration request.

         7.4 Covenants  With Respect to  Registration.  In  connection  with any
registration  under Section 7.2 or 7.3 hereof,  the Company covenants and agrees
as follows:

         (a) The  Company  shall  use its best  efforts  to file a  registration
statement  within sixty (60) days of receipt of any demand  therefor,  shall use
its best efforts to have any registration  statement  declared  effective at the
earliest  possible  time,  and  shall  furnish  each  Holder  desiring  to  sell
Underlying  Securities  such  number  of  prospectuses  as shall  reasonably  be
requested.

         (b) The Company  shall pay all costs  (excluding  fees and  expenses of
Holder(s)' counsel and any underwriting or selling  commissions or other charges
of any  broker-dealer  acting on  behalf of  Holder(s)),  fees and  expenses  in
connection with all  registration  statements filed pursuant to Sections 7.2 and
7.3 hereof  including,  without  limitation,  the Company's legal and accounting
fees, printing expenses, blue sky fees and expenses.

         (c) The Company  will use its best  efforts to qualify or register  the
Underlying Securities included in a registration statement for offering and sale
under the securities or blue sky laws of such states as reasonably are requested
by the Holder(s), provided that the Company shall not be obligated to execute or
file any  general  consent  to  service  of  process  or to qualify as a foreign
corporation to do business under the laws of any such jurisdiction.


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<PAGE>

         (d)  The  Company  shall  indemnify  the  Holder(s)  of the  Underlying
Securities to be sold pursuant to any registration statement and each person, if
any,  who controls  such Holders  within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act, against all loss, claim,  damage,  expense or
liability   (including  all  expenses   reasonably  incurred  in  investigating,
preparing or defending  against any claim  whatsoever)  to which any of them may
become  subject under the Act, the Exchange Act or otherwise,  arising from such
registration  statement  but only to the same extent and with the same effect as
the provisions  contained in Section 6 of the Placement Agent Agreement pursuant
to which the Company has agreed to indemnify the Placement Agent.

         (e) The Holder(s) of the Underlying Securities to be sold pursuant to a
registration statement,  and their successors and assigns, shall severally,  and
not jointly,  indemnify the Company, its officers and directors and each person,
if any, who controls the Company  within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or
liability   (including  all  expenses   reasonably  incurred  in  investigating,
preparing or defending  against any claim  whatsoever)  to which they may become
subject under the Act, the Exchange Act or otherwise,  arising from  information
in writing  furnished by or on behalf of such  Holders,  or their  successors or
assigns,  for  specific  inclusion  in such  registration  statement to the same
extent and with the same effect as the provisions  contained in Section 6 of the
Placement  Agent  Agreement  pursuant to which the Placement Agent has agreed to
indemnify the Company.

         (f) Nothing contained in this Agreement shall be construed as requiring
the  Holder(s) to exercise  their  Warrants  prior to the initial  filing of any
registration statement or the effectiveness thereof.


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         (g) For purposes of this Agreement, the term "Majority" in reference to
the Holders of Underlying Securities shall mean in excess of fifty percent (50%)
of then outstanding  Underlying Securities that (i) are not held by the Company,
an  affiliate,  officer,  creditor,  employee  or agent  thereof or any of their
respective affiliates, members of their family, persons acting as nominees or in
conjunction  therewith and (ii) have not been resold to the public pursuant to a
registration statement filed with the Commission under the Act.

         8. Merger or Consolidation or Sale .

         (a) In case of any  consolidation of the Company with, or merger of the
Company with, or merger of the Company into,  another  corporation (other than a
consolidation or merger which does not result in any  reclassification or change
of the outstanding  Common Stock),  the corporation formed by such consolidation
or merger  shall  execute  and  deliver  to the  Holder a  supplemental  warrant
agreement  providing  that the holder of each Warrant then  outstanding or to be
outstanding  shall  have the right  thereafter  (until  the  expiration  of such
Warrant)  to receive,  upon  exercise  of such  Warrant,  the kind and amount of
shares  of  stock  and  other  securities  and  property  receivable  upon  such
consolidation,  merger, sale or transfer by a holder of the number of Underlying
Securities for which such Warrant might have been exercised immediately prior to
such  consolidation,  merger,  sale or  transfer.  The above  provision  of this
subsection shall similarly apply to successive consolidations or mergers.

         (b) In the event of (i) the sale by the Company of all or substantially
all of its  assets,  or (ii) the  engagement  by the  Company  in a "Rule  13e-3
transaction"  as defined in paragraph  (a)(3) of Rule 13e-3 of the General Rules
and Regulations under the Exchange Act, or (iii) a distribution to the Company's
stockholders of any cash, assets,  property,  rights, evidences of indebtedness,
securities or any other thing of value, or any combination  thereof, the Holders
of

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<PAGE>

the  unexercised  Warrants  shall receive  notice of such sale,  transaction  or
distribution  twenty (20) days prior to the date of such sale or the record date
for such transaction or distribution,  as applicable, and, if they exercise such
Warrants prior to such date,  they shall be entitled,  in addition to the shares
of Common Stock  issuable upon the exercise  thereof,  to receive such property,
cash, assets, rights, evidence of indebtedness, securities or any other thing of
value, or any combination thereof, on the payment date of such sale, transaction
or distribution.

         9.  Exchange  and  Replacement  of Warrant  Certificates.  Each Warrant
Certificate is exchangeable  without expense,  upon the surrender thereof by the
registered  Holder at the principal  executive office of the Company,  for a new
Warrant  Certificate  of like tenor and date  representing  in the aggregate the
right to purchase the same number of Placement Agent Units in such denominations
as shall be designated by the Holder thereof at the time of such surrender.

         Upon receipt by the Company of evidence  reasonably  satisfactory to it
of the loss, theft,  destruction or mutilation of any Warrant Certificate,  and,
in case of loss,  theft or  destruction,  of  indemnity  or security  reasonably
satisfactory to it, and reimbursement to the Company of all reasonable  expenses
incidental  thereto,  and upon surrender and  cancellation  of the Warrants,  if
mutilated,  the Company will make and deliver a new Warrant  Certificate of like
tenor, in lieu thereof.

         10.  Elimination  of  Fractional  Interests.  The Company  shall not be
required to issue certificates  representing fractions of shares of Common Stock
upon the exercise of the  Warrants,  it being the intent of the parties that all
fractional interests shall be eliminated by rounding any fraction up or down, as
the case may be, to the nearest  whole number of shares of Common Stock or other
securities,  properties or rights.


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<PAGE>

         11.  Reservation of Securities.  The Company shall at all times reserve
and keep available out of its authorized shares of Common Stock,  solely for the
purpose of issuance upon the exercise of the Warrants,  such number of shares of
Common Stock or other securities, properties or rights as shall be issuable upon
the exercise  thereof.  The Company  covenants and agrees that, upon exercise of
the Warrants and payment of the Exercise  Price  therefor,  all shares of Common
Stock and other securities issuable upon such exercise shall be duly and validly
issued,  fully paid,  non-assessable and not subject to the preemptive rights of
any  stockholder.

         12.  Notices to Warrant  Holders.  Nothing  contained in this Agreement
shall be  construed  as  conferring  upon the  Holders  the  right to vote or to
consent or to receive  notice as a  stockholder  in respect of any  meetings  of
stockholders for the election of directors or any other matter, or as having any
rights  whatsoever as a stockholder  of the Company.  If,  however,  at any time
prior to the expiration of the Warrants and their exercise, any of the following
events shall occur:

         (a) the  Company  shall  take a record of the  holders of its shares of
Common  Stock  for the  purpose  of  entitling  them to  receive a  dividend  or
distribution  payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings,  as indicated by the
accounting  treatment  of such  dividend  or  distribution  on the  books of the
Company;  or

         (b) the Company  shall offer to all the holders of its Common Stock any
additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option, right
or warrant to subscribe therefor;  or

                                       14
<PAGE>

         (c) a dissolution, liquidation or winding up of the Company (other than
in connection with a consolidation  or merger) or a sale of all or substantially
all of its property, assets and business as an entirety shall be proposed; then,
in any one or more of said events, the Company shall give written notice of such
event at least fifteen (15) days prior to the date fixed as a record date or the
date of closing the transfer  books for the  determination  of the  stockholders
entitled to such dividend, distribution,  convertible or exchangeable securities
or  subscription  rights,  or  entitled  to vote on such  proposed  dissolution,
liquidation,  winding up or sale.  Such notice shall specify such record date or
the date of closing the transfer books, as the case may be. Failure to give such
notice or any defect  therein  shall not affect the validity of any action taken
in  connection  with the  declaration  or payment of any such  dividend,  or the
issuance of any convertible or exchangeable securities,  or subscription rights,
options or warrants,  or any proposed  dissolution,  liquidation,  winding up or
sale.

         13. Notices.

         All  notices,  requests,  consents and other  communications  hereunder
shall be in writing  and shall be deemed to have been duly made when  delivered,
or mailed by registered or certified mail, return receipt requested:

         (a) If to the registered Holder of the Warrants, to the address of such
Holder as shown on the books of the Company;  or

         (b) If to the Company,  to the address set forth in Section 3 hereof or
to such other address as the Company may designate by notice to the Holders.

         14. Supplements and Amendments. The Company and the Placement Agent may
from time to time supplement or amend this Agreement without the approval of any
Holders


                                       15
<PAGE>


of Warrant  Certificates  (other than the Placement  Agent) in order to cure any
ambiguity,  to correct or supplement any provision contained herein which may be
defective  or  inconsistent  with any  provisions  herein,  or to make any other
provisions in regard to matters or questions arising hereunder which the Company
and the  Placement  Agent may deem  necessary or desirable and which the Company
and the  Placement  Agent deem shall not  adversely  affect the interests of the
Holders of Warrant  Certificates.  To otherwise amend this Agreement,  the prior
written  consent  of the  holders  of at  least  a  majority  of the  Underlying
Securities shall be required.

         15.  Successors.  All the  covenants and  provisions of this  Agreement
shall be binding upon and inure to the benefit of the  Company,  the Holders and
their respective successors and assigns hereunder.

         16.  Termination.  This  Agreement  shall  terminate  at the  close  of
business on June 28, 2007.  Notwithstanding  the foregoing,  the indemnification
provisions  of  Section  7 shall  survive  such  termination  until the close of
business on June 28, 2013.

         17. Governing Law; Submission to Jurisdiction.  This Agreement and each
Warrant Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of New York and for all  purposes  shall be  construed  in
accordance  with the laws of said State  without  giving  effect to the rules of
said State governing the conflicts of laws.

         The Company,  the Placement Agent and the Holders hereby agree that any
action,  proceeding  or claim  against it arising out of, or relating in any way
to, this  Agreement  shall be brought and enforced in the courts of the State of
New York or of the United  States of America  for the  Southern  District of New
York, and irrevocably submits to such jurisdiction,  which jurisdiction shall be
exclusive.  The Company,  the Placement Agent and the Holders hereby


                                       16
<PAGE>

irrevocably  waive any objection to such exclusive  jurisdiction or inconvenient
forum.  Any such  process or summons to be served upon any of the  Company,  the
Placement  Agent and the  Holders  (at the  option of the  party  bringing  such
action,  proceeding or claim) may be served by  transmitting a copy thereof,  by
registered  or  certified  mail,  return  receipt  requested,  postage  prepaid,
addressed  to it at the address as set forth in Section 13 hereof.  Such mailing
shall be deemed  personal  service and shall be legal and binding upon the party
so served in any action,  proceeding or claim. The Company,  the Placement Agent
and the  Holders  agree that the  prevailing  party(ies)  in any such  action or
proceeding  shall be  entitled  to  recover  from the  other  party(ies)  all of
its/their  reasonable  legal  costs  and  expenses  relating  to such  action or
proceeding and/or incurred in connection with the preparation therefor.

         18. Entire  Agreement;  Modification.  This  Agreement  (including  the
Placement Agent Agreement to the extent portions thereof are referred to herein)
contain the entire understanding  between the parties hereto with respect to the
subject  matter  hereof and may not be modified  or amended  except by a writing
duly  signed  by the party  against  whom  enforcement  of the  modification  or
amendment is sought.

         19.  Severability.  If any provision of this Agreement shall be held to
be invalid or  unenforceable,  such  invalidity  or  unenforceability  shall not
affect any other provision of this Agreement.

         20.  Captions.  The caption  headings of the Sections of this Agreement
are for  convenience of reference only and are not intended,  nor should they be
construed as, a part of this Agreement and shall be given no substantive effect.

         21.  Benefits of this  Agreement.  Nothing in this  Agreement  shall be
construed  to give to any person or  corporation  other than the Company and the
Placement Agent and any


                                       17
<PAGE>


other registered Holder(s) of the Warrant Certificates or Underlying  Securities
any legal or equitable  right,  remedy or claim under this  Agreement;  and this
Agreement  shall be for the sole and  exclusive  benefit of the  Company and the
Placement  Agent  and  any  other  Holder(s)  of  the  Warrant  Certificates  or
Underlying Securities.

         22.  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and such counterparts shall together constitute but one and the
same instrument.

             [The remainder of this page intentionally left blank]

                                       18

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.

         [SEAL]

                                      CAREERENGINE NETWORK, INC.

                                      By:    ________________________________
                                              Name:
                                              Title:

Attest:



________________________________
Anthony S. Conigliaro
Secretary

                                      DIRKS & COMPANY, INC.

                                      By:    ________________________________
                                              Name:
                                              Title:





                                       19
<PAGE>


THE WARRANTS  REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES  ISSUABLE
UPON EXERCISE  THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE  "ACT"),  OR ANY STATE  SECURITIES  STATUTE  AND MAY NOT BE  OFFERED  SOLD,
PLEDGED,  HYPOTHECATED,  ASSIGNED  OR  TRANSFERRED  EXCEPT  PURSUANT  TO: (i) AN
EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE,
RULE 144 UNDER  THE ACT (OR ANY  SIMILAR  RULE  UNDER  THE ACT  RELATING  TO THE
DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF THE OPINION SHALL
BE REASONABLY  SATISFACTORY  TO COUNSEL FOR THE ISSUER,  THAT AN EXEMPTION  FROM
REGISTRATION UNDER THE ACT IS AVAILABLE.

THE  TRANSFER OR EXCHANGE OF THE WARRANTS  REPRESENTED  BY THIS  CERTIFICATE  IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

                            EXERCISABLE ON OR BEFORE

                         5:00 P.M., NEW YORK TIME, 2005

No. W   ______                                                     ____ Warrants

                           FORM OF WARRANT CERTIFICATE

         This  Warrant  Certificate  certifies  that Dirks & Company,  Inc.,  or
registered  assigns,  is the registered holder of  _______ Warrants to purchase,
at any time from June 28,  2000 until 5:00 p.m.  New York time on June 28,  2005
("Expiration  Date"), up to four (4) placement agent units (the "Placement Agent
Units") of CareerEngine  Network,  Inc., a Delaware corporation (the "Company"),
at the exercise price (the  "Exercise  Price"),  of $60,000 per Placement  Agent
Unit upon  surrender  of this  Warrant  Certificate  and payment of the Exercise
Price at an office or agency of the  Company,  or by  surrender  of this Warrant
Certificate  in lieu of cash payment,  but subject to the  conditions  set forth
herein and in the Placement Agent's Warrant Agreement dated as of June 28, 2000,
between the Company and Dirks & Company, Inc. (the "Warrant Agreement"). Payment
of the Exercise  Price shall be made by certified or official  bank check in New
York Clearing House funds payable to the order of the Company or by surrender of
this Warrant Certificate.  Each Placement Agent Unit shall consist of (i) except
as


                                       20
<PAGE>

otherwise  provided  in the  Warrant  Agreement,  such  number of fully paid and
non-assesable  shares of common  stock,  $0.10 par value per share (the  "Common
Stock") which is equal to a total number of securities  issuable upon conversion
of $50,000 in principal amount of the debenture (the "Debentures") issued in the
Placement (whether or not the Debentures have been converted and notwithstanding
whether or not the Debentures have been repaid) based upon an initial conversion
price  equal to $2.00 per  share,  subject to such  adjustments  as found in the
Debenture,  or a Debenture in the principal amount of $50,000; (ii) 12,500 Class
A Warrants; and (iii) 12,500 Class B Warrants. Each Class A Warrant entitles the
holder to purchase  one share of Common  Stock at an initial  price of $4.00 per
share and each  Class B Warrant  entitles  the holder to  purchase  one share of
Common Stock at an initial price of $6.00 per share.

         No Warrant  may be  exercised  after 5:00 p.m.,  New York time,  on the
Expiration Date, at which time all Warrants  evidenced hereby,  unless exercised
prior thereto, hereby shall thereafter be void.

         The Warrants  evidenced by this Warrant  Certificate are part of a duly
authorized  issue of Warrants  issued pursuant to the Warrant  Agreement,  which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations,  duties and immunities thereunder of the Company and the
holders  (the words  "holders"  or "holder"  meaning the  registered  holders or
registered holder) of the Warrants.

         Upon due  presentment  for  registration  of transfer  of this  Warrant
Certificate at an office or agency of the Company, a new Warrant  Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants  shall be issued to the  transferee(s)  in exchange for this Warrant
Certificate,  subject to the  limitations  provided  herein  and in the


                                       21
<PAGE>

Warrant  Agreement,  without any charge except for any tax or other governmental
charge imposed in connection with such transfer.

         Upon the  exercise of less than all of the  Warrants  evidenced by this
Certificate,  the  Company  shall  forthwith  issue to the  holder  hereof a new
Warrant Certificate representing such number of unexercised Warrants.

         The Company may deem and treat the registered  holder(s)  hereof as the
absolute owner(s) of this Warrant Certificate  (notwithstanding  any notation of
ownership  or other  writing  hereon  made by  anyone),  for the  purpose of any
exercise hereof,  and of any distribution to the holder(s)  hereof,  and for all
other  purposes,  and the  Company  shall not be  affected  by any notice to the
contrary.

         All terms used in this  Warrant  Certificate  which are  defined in the
Warrant  Agreement  shall  have the  meanings  assigned  to them in the  Warrant
Agreement.

                                       22
<PAGE>


         IN WITNESS WHEREOF,  the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.

Dated as of ____, 2000


                                       CAREERENGINE NETWORK, INC.



[SEAL]                                 By: ________________________________
                                             Name:
                                             Title:

Attest:



________________________________
Anthony S. Conigliaro
Secretary





                                       23
<PAGE>

             [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.1]

         The  undersigned  hereby  irrevocably  elects to  exercise  the  right,
represented by this Warrant  Certificate,  to purchase Placement Agent Units and
herewith  tenders in payment for such  securities a certified  or official  bank
check  payable in New York  Clearing  House  Funds to the order of  CareerEngine
Network,  Inc. (the  "Company") in the amount of $ , all in accordance  with the
terms of Section 3.1 of the Placement  Agent's Warrant  Agreement by and between
the Company and Dirks & Company, Inc.

         The undersigned elects to purchase [check box]

         [_]   Debenture in the principal amount $ _______*.

         [_]   ________ ** shares of Common Stock


         The  undersigned  requests  that  certificates  for such  securities be
registered in the name of whose address is  _____________________  and that such
certificates be delivered to whose address is ________________.


Dated:_________________

                           Signature  __________________________________________

                           (Signature  must  conform in all  respects to name of
                           holder  as  specified  on the  face  of  the  Warrant
                           Certificate.)


                           _____________________________________________________
                           (Insert Social Security or Other
                           Identifying Number of Holder)


--------
* $50,000 times the number Placement Agent Units purchased.

** 50,000  times the  number  Placement  Agent  Units  purchased  divided by the
conversion price of the Debenture  (initially  $2.00) as adjusted as of the time
of exercise of the right, represented by this Warrant Certificate.  The adjusted
exercise price can be obtained from the Company.

                                       24
<PAGE>

             [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.2]

         The  undersigned  hereby  irrevocably  elects to  exercise  the  right,
represented by this Warrant  Certificate,  to purchase Placement Agent Units all
in  accordance  with the terms of Section 3.2 of the Placement  Agent's  Warrant
Agreement  between  CareerEngine  Network,  Inc.  and Dirks & Company,  Inc. The
undersigned  requests that certificates for such securities be registered in the
name of  ___________________  whose  address  is and that such  certificates  be
delivered to ________________________ whose address is.


Dated: __________________


                           Signature ___________________________________________

                           (Signature  must  conform in all  respects to name of
                           holder  as  specified  on the  face  of  the  Warrant
                           Certificate.)

                           _____________________________________________________
                           (Insert Social Security or Other
                           Identifying Number of Holder)




                                       25
<PAGE>

                              [FORM OF ASSIGNMENT]

             (To be executed by the registered holder if such holder
                  desires to transfer the Warrant Certificate.)


   FOR VALUE RECEIVED _______________ hereby sells, assigns and transfers unto


--------------------------------------------------------------------------------
                  (Please print name and address of transferee)

this Warrant  Certificate,  together with all right, title and interest therein,
and does hereby irrevocably  constitute and appoint _____ Attorney,  to transfer
the within Warrant  Certificate on the books of the within-named  Company,  with
full power of substitution.

Dated: ______________


                           Signature ___________________________________________

                           (Signature  must  conform in all  respects to name of
                           holder  as  specified  on the  face  of  the  Warrant
                           Certificate.)

                           _____________________________________________________
                           (Insert Social Security or Other
                           Identifying Number of Holder)


                                       26