Registered #                                                          F(6/15/00)

                                    FORM OF
                           CAREERENGINE NETWORK, INC.
                     12% CONVERTIBLE SUBORDINATED DEBENTURE
                               DUE MARCH 31, 2010


$_____________                                                          __, 2000


THIS  DEBENTURE  IS  ISSUED  PURSUANT  TO AN  EXEMPTION  FROM  THE  REGISTRATION
PROVISIONS  OF THE  SECURITIES  ACT OF 1933 (THE  "ACT")  AND THE  QUALIFICATION
PROVISIONS OF APPLICABLE  STATE  SECURITIES  LAWS.  NEITHER IT NOR THE SHARES OF
COMMON  STOCK  INTO  WHICH  IT CAN BE  CONVERTED  CAN BE SOLD,  HYPOTHECATED  OR
OTHERWISE  TRANSFERRED UNLESS REGISTERED PURSUANT TO THE ACT AND QUALIFIED UNDER
APPLICABLE  STATE LAW OR, IN THE  OPINION  OF  COUNSEL  TO MAKER,  AN  EXEMPTION
THEREFROM IS AVAILABLE.


FOR VALUE RECEIVED,  the  undersigned,  CAREERENGINE  NETWORK,  INC., a Delaware
corporation  with offices at Two World Trade Center,  Suite 2112,  New York, New
York 10048-0203 ("Maker"),  promises to pay to  ____________________________with
an address at  ________________________-  ("Payee"), on March 31, 2010 except as
otherwise  provided  herein  (the  "Maturity  Date"),  the  principal  amount of
______________________($______________)  Dollars  in lawful  money of the United
States of America (the "Principal) together with all accrued interest.

This Debenture is one of a series of debentures (collectively the "Debentures"),
all with the same terms and  conditions as those set forth herein,  which may be
issued  by  Maker  up  to  the  aggregate   principal  amount  of  Four  Million
($4,000,000)  Dollars. Each Debenture is part of an offering (the "Offering") of
up to eighty (80) units (the "Units") being conducted by Maker on a best efforts
basis.  Each Unit  consists of one  Debenture in the  principal  amount of Fifty
Thousand  ($50,000.00) Dollars;  12,500 Class A Redeemable Warrants;  and 12,500
Class B Redeemable Warrants (collectively the "Redeemable Warrants").

The Debenture is (i)  subordinated  to certain of Maker's  indebtedness  defined
herein as "Senior  Debt" and  "Senior  Bank  Debt";  and (ii)  convertible  into
Maker's common stock, par value $0.10 per share (the "Common Stock"), all as set
forth below.  It bears simple  interest (the  "Interest")  at the annual rate of
twelve percent (12%),  payable,  in arrears,  on the Interest  Payment Dates (as
defined  in  Section 1 below),  until the  Principal  and all  accrued  Interest
thereon (collectively the "Obligations") shall be paid in full.

1.       Interest.
         --------

Maker will pay  Interest  on the first day of each July,  October,  January  and
April (the "Interest Payment Dates") commencing on July 1, 2000. Interest on the
Debenture  will accrue from the most recent date to which interest has been paid
or, if no interest  has been paid,  from the date of delivery of the  Debenture.
Interest  will be  computed  on the  basis of a 360-day  year of  twelve  30-day
months.

2.       Method of Payment.
         -----------------

Maker will pay  Principal and Interest in money of the United States that at the
time of payment is legal  tender for the  payment of public and  private  debts.
Maker  may,  however,  pay  Principal  and


<PAGE>

Interest by its check, subject to collection, payable in such money. It may mail
an Interest  check to Payee's  address as it first appears on this  Debenture or
such other address as Payee shall give by notice to Maker.  Payee must surrender
this Debenture to Maker to collect Principal payments.

3.       Conversion.
         ----------

(a) Payee's right to Convert. Payee shall have the right, at any time commencing
on the date hereof  until the close of business on the day the  Obligations  are
paid in full, to cause the  conversion of all or any portion (if such portion is
Five Thousand  [$5,000]  Dollars or a whole  multiple of Five Thousand  [$5,000]
Dollars) of the Principal  outstanding  at the time such  conversion is effected
(the  "Convertible  Obligations")  into shares of Common Stock (the  "Underlying
Shares").  Payee shall forfeit all accrued but unpaid Interest upon  conversion.
The price for conversion,  subject to adjustment as provided in Section 4 below,
shall be $2.00  per  share  (the  "Conversion  Price").  Maker  will not issue a
fractional  share of Common Stock upon  conversion  of a  Debenture.  Maker 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

(b) Manner of  Conversion.  Payee may  exercise his  conversion  right by giving
notice thereof to Maker setting forth the amount of the Convertible  Obligations
to be  converted.  Within 15 days after the giving of such  notice  Maker  shall
issue the number of Underlying Shares into which the Convertible Obligations are
to be converted in accordance  with the Conversion  Price and deliver to Payee a
certificate or certificates therefor,  registered in his name, representing such
Shares against  delivery to Maker of this Debenture marked paid in full. If only
a portion of the Convertible  Obligations then  outstanding is converted,  Maker
shall  deliver  to Payee,  together  with the  aforesaid  certificate(s),  a new
debenture,  in form and substance  identical to this Debenture,  except that the
principal  amount  thereof  shall  equal that  portion of the  Obligations  then
outstanding  which has not been  converted.  Payee shall represent in writing to
Maker  prior to the  receipt of the  Underlying  Shares that such Shares will be
acquired  by him for  investment  only and not for  resale or with a view to the
distribution  thereof,  and shall agree that any  certificates  representing the
Shares may bear a legend,  conspicuously noting such restriction, as Maker shall
deem  reasonably  necessary  or  desirable  to  enable  it to  comply  with  any
applicable federal or state laws or regulations.

(c) Taxes on Shares Issued.  The issue of stock  certificates  on conversions of
this  Debenture  shall be made without charge to Payee for any tax in respect of
such issue.  Maker shall not,  however,  be required to pay any tax which may be
payable in respect of any transfer  involved in the issue and delivery of Common
Stock in any name other than that of Payee,  and Maker  shall not be required to
issue or deliver any  certificates  representing  such Common  Stock  unless and
until the  person or persons  requesting  the issue  thereof  shall have paid to
Maker the amount of such tax or shall have  established to the  satisfaction  of
Maker that such tax has been paid.

(d) Covenants of Maker Relating to Conversion.  Maker  covenants and agrees that
from and after the date  hereof and until the date of  repayment  in full of the
Obligations:

         (i)  It  shall  provide,  free  from  preemptive  rights,  out  of  its
         authorized but unissued shares,  or out of shares held in its treasury,
         sufficient  shares to provide for the conversion of this Debenture from
         time to time as the Debenture is presented for conversion;

         (ii) All shares which may be issued upon  conversion of this  Debenture
         will upon issue be validly issued, fully paid and non-assessable,  free
         from all taxes,  liens and charges with  respect to the issue  thereof,
         and will not be subject to the preemptive  rights of any stockholder of
         Maker;

<PAGE>


         (iii) If any shares of Common  Stock to be provided  for the purpose of
         conversion of this Debenture  require  registration with or approval of
         any  governmental  authority under any federal or state law before such
         shares may be validly issued upon conversion,  Maker will in good faith
         and as expeditiously as possible  endeavor to secure such  registration
         or  approval,  as the case may be, and  Maker's  obligation  to deliver
         shares of the Common Stock upon  conversion of this Debenture  shall be
         abated until such registration or approval is obtained; and

         (iv) If, and thereafter so long as, the Common Stock shall be listed on
         any national securities exchange, Maker will, if permitted by the rules
         of such  exchange,  list  and keep  listed  and for sale so long as the
         Common Stock shall be so listed on such exchange,  upon official notice
         of  issuance,  all  Common  Stock  issuable  upon  conversion  of  this
         Debenture.

4.       Adjustment in Conversion Price.
         ------------------------------

(a) Adjustment  for Change in Capital  Stock.  Except as provided in Paragraph 4
(l) below, if Maker 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 Maker is the continuing corporation), then in each such case the
Conversion Price in effect immediately prior to such action shall be adjusted so
that if the Debenture is thereafter converted,  Payee may receive the number and
kind of shares which he would have owned immediately following such action if he
had converted the Debenture  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  Payee
upon  conversion of the  Debenture may receive  shares of two or more classes of
capital  stock  of  Maker,  Maker's  Board  of  Directors  shall  determine  the
allocation  of the  adjusted  Conversion  Price  between  the classes of capital
stock.  After such  allocation,  the  Conversion  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 4.

(b) Adjustment for Certain Issuances of Common Stock. If Maker 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  4 (a) above) for a
consideration per share less than the lower of the Conversion 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 4), then,  forthwith upon such issue,
the Conversion Price in effect  immediately  prior to such action (the "Existing
Conversion  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  Conversion Price exceeds
the price of the shares so issued and  subtracting  the result from the Existing
Conversion  Price. In the case of an issue of additional  shares of Common Stock
for cash, the consideration received by Maker 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 Maker 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
Maker's treasury.  The number of shares  outstanding at any given time shall not
include shares in Maker's treasury.

(c)  Subscription  Offerings.  In case Maker shall  issue  rights,  options,  or
warrants  entitling Payees 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

<PAGE>

the case of a security  convertible  into or exchangeable for Common Stock) less
than the lower of the then  Conversion  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 Conversion  Price shall be adjusted by multiplying the Conversion 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  Conversion  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 Conversion Price
shall be readjusted  after the expiration of such rights,  options,  or warrants
(but  only  to the  extent  that  the  Debenture  is not  converted  after  such
expiration),  to the  Conversion  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 Maker's  Board of Directors.  Shares of Common Stock
owned by or held for the account of Maker 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 Maker 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  Conversion  Price shall be adjusted so
that the same shall equal the price  determined by  multiplying  the  Conversion
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
Maker) 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 4, 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 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 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 Maker's Board of Directors, shall be used.

<PAGE>

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

(g) Minimum Adjustment.  No adjustment in the Conversion 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 4 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,  Maker  shall  be  entitled  to  make  such  reductions  in the
Conversion  Price,  in addition to those required by this Paragraph 4 (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 Maker to its stockholders shall not be taxable.

(h) Referral of  Adjustment.  In any case in which this Section 4 shall  require
that an adjustment in the Conversion Price be made effective as of a record date
for a specified  event,  if the Debenture  shall have been converted  after such
record date Maker may elect to defer until the  occurrence of such event issuing
to Payee the shares,  if any,  issuable upon such  conversion over and above the
shares,  if any,  issuable upon such  conversion on the basis of the  Conversion
Price in effect prior to such adjustment;  provided,  however,  that Maker shall
deliver to Payee a due bill or other appropriate  instrument  evidencing Payee'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 Conversion  Price as a result
of the  calculations  made in Paragraphs  (a) through (d) of this Section 4, the
Debenture  shall  thereafter  evidence  the right to  convert,  at the  adjusted
Conversion  Price,  into  that  number  of  shares  (calculated  to the  nearest
thousandth)  obtained by dividing (i) the product  obtained by  multiplying  the
number  of  shares  purchasable  upon  conversion  of  the  Debenture  prior  to
adjustment  of the number of shares by the  Conversion  Price in effect prior to
adjustment of the Conversion  Price by (ii) the Conversion Price in effect after
such adjustment of the Conversion Price.

(j)  Transactions  Not Requiring  Adjustments.  No adjustment need be made for a
transaction referred to in Paragraphs (a) through (d) of this Section 4 if Payee
is permitted to participate in the transaction on a basis no less favorable than
any other party and at a level which would preserve  Payee's  percentage  equity
participation  in  the  Common  Stock  upon  conversion  of  the  Debenture.  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 Maker'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 Maker's currently  outstanding  options. No adjustment need be made
for a change in the par value or no par value of the Common Stock.

(k) Notice of  Adjustments.  Whenever the  Conversion  Price is adjusted,  Maker
shall  promptly  mail to  Payee  a  notice  of the  adjustment  together  with a
certificate  from Maker's Chief Financial  Officer briefly stating (i) the facts
requiring the adjustment,  (ii) the adjusted  Conversion 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.

(l)  Reorganization  of Company.  If Maker  and/or  holders of Common  Stock are
parties to a merger, consolidation or a transaction in which (i) Maker transfers
or leases  substantially all of its assets;  (ii) Maker  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

<PAGE>

of such assets or is obligated to deliver such securities,  cash or other assets
shall assume the terms of the Debenture. If the issuer of securities deliverable
upon conversion of the Debenture is an affiliate of the surviving, transferee or
lessee  corporation,  that issuer shall join in such assumption.  The assumption
agreement  shall provide that Payee may convert the Debenture  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 converted
the Debenture  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
4. The successor  company shall mail to Payee a notice  briefly  describing  the
assumption agreement. If this Paragraph applies,  Paragraph 4 (a) above does not
apply.

(m) Voluntary Reduction. Maker from time to time may reduce the Conversion 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 Conversion Price is
reduced,  Maker shall mail to Payee a notice of the reduction.  Maker shall mail
the notice at least  fifteen  (15) days before the date the  reduced  Conversion
Price takes effect.  The notice shall state the reduced Conversion Price and the
period it will be in effect. A reduction of the Conversion Price does not change
or adjust the Conversion  Price otherwise in effect for purposes of Paragraphs 4
(a) through (d) above.

(n) Notices.  If (i) Maker takes any action that would  require an adjustment in
the Conversion  Price pursuant to this Section 4; or (ii) there is a liquidation
or dissolution of Maker, Maker shall mail to Payee a notice stating the proposed
record  date  for  a  distribution  or  effective  date  of a  reclassification,
consolidation,  merger, transfer, lease, liquidation or dissolution. Maker shall
mail the notice at least fifteen (15) days before such date. Failure to mail the
notice or any defect in it shall not affect the validity of the transaction.

(o) Maker  Determination  Final.  Any  determination  that Maker or its Board of
Directors  must make  pursuant  to this  Section 4 shall be  conclusive,  absent
manifest error.

5.       Right to Registration.
         ---------------------

(a)  Payee's  Demand  Right  to  Registration.   Upon  receipt  of  notice  (the
"Registration  Request  Notice")  requesting  registration  under the Act of the
Debentures,  the Redeemable Warrants and the Underlying Shares (collectively the
"Registerable  Securities") from the holders of the majority of the Registerable
Securities,  on only one occasion,  after the date hereof,  and through one year
after the date on which all of the  Redeemable  Warrants have been  exercised or
expired,  Maker will offer to Payee the opportunity to include his  Registerable
Securities in such  registration.  Maker will use its reasonable best efforts to
file with the Securities and Exchange  Commission (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 all the Registerable  Securities  registered thereby
have  been  sold,  or,  in  the  reasonable  opinion  of  Maker's  counsel,  the
Registerable  Securities may be sold publicly without  registration.  Maker will
also use its  reasonable  best  efforts to qualify the  Registerable  Securities
under the securities laws of the state where Payee resides provided Maker is not
required to execute a general consent to service or to qualify to do business in
such  state.  This offer to Payee  shall be made  within  twenty (20) days after
Maker receives the Registration  Request Notice.  If Payee elects to include his
Registerable  Securities  in the Demand  Registration  Statement,  he will, in a
timely fashion,  provide Maker and its counsel with such information and execute
such documents as Maker's counsel may reasonably  require to prepare and process
the  Demand  Registration   Statement.  If  Payee  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 5 (a). In the event that Maker has filed a registration statement with
the Commission  relating to its securities  within ninety (90) days prior to its
receipt of the Registration Request Notice, which registration statement has not
been declared effective, Payee

 <PAGE>

agrees  that Maker can  thereafter  delay the filing of the Demand  Registration
Statement for a period not to exceed ninety (90) days.

(b) Payee's  "Piggy  Back"  Registration  Rights.  If at any time after the date
hereof,  Maker  proposes  to file a  Registration  Statement  under the Act with
respect  to any of its  securities  (except  one  relating  to stock  option  or
employee  benefit  plans or a merger or similar  transaction),  Maker shall give
written  notice of its  intention to effect such filing to Payee at least thirty
(30)  days  prior  to  filing  such  Registration   Statement  (the  "Piggy-Back
Registration  Statement").  If  Payee's  Registerable  Securities  have not been
previously  registered as provided in Section 5 (a) above,  and Payee desires to
include his Registerable Securities in the Piggy-Back Registration Statement, he
shall notify  Maker in writing  within  fifteen (15) days after  receipt of such
notice from Maker,  in which event  Maker  shall  include  Payee's  Registerable
Securities in the Piggy-Back  Registration Statement. If Payee elects to include
his  Registerable  Securities in the  Piggy-Back  Registration  Statement as set
forth herein, he shall, in a timely fashion,  provide Maker 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.  Anything
to the contrary not  withstanding,  in the event that the offering for which the
Piggy-Back  Registration  Statement has been filed is to be effected  through or
with the assistance of an  underwriter,  Payee will consent to restrict the sale
of the Registerable  Securities or reduce the number of Registerable  Securities
that may be included  on such  registration  statement  in  accordance  with the
requirements of such underwriter.

(c) Copies of Registration Statements and Prospectuses. Maker will provide Payee
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 Payee 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) Maker's  Obligation  to Bear Expenses of  Registration.  Maker will bear all
expenses (except  underwriting  discounts and commission,  if any, and the legal
fees and expenses,  if any, of counsel to Payee) necessary and incidental to the
performance of its obligations under this Section 5.

(e)  Indemnification.  Maker and Payee, if Payee's  Registerable  Securities are
included in a Registration  Statement  pursuant to this Section 5, shall provide
appropriate cross indemnities to each other covering the information supplied by
the indemnifying party for inclusion in the Registration Statement.

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

(g)  Exchange  of  Debentures.  Upon the  Effective  Date Payee  agrees that his
Debenture  shall be subject to the terms and  conditions  of an  indenture  (the
Indenture"),  the form of which is  appended  hereto as EXHIBIT  A, which  shall
supercede  the terms of this  Debenture  and  pursuant to which a trust  company
selected by Maker shall act as the Trustee (the "Trustee").  Payee shall deliver
this  Debenture  to the Company in exchange for a debenture to be sent to him by
the Trustee in the same principal  amount and with materially the same terms and
conditions  of this  Debenture  in the  form of the  debenture  appended  to the
Indenture.

6.       Subordination; Pari Passu with other Debentures.
         -----------------------------------------------

<PAGE>

This  Debenture is  subordinated  to Senior Debt,  which is the principal of and
premium, if any, and interest (including post-petition interest, if any) on, and
any  other  payment  due  pursuant  to the  terms  of  instruments  creating  or
evidencing  Indebtedness  of Maker  outstanding on the date of this Debenture or
Indebtedness  thereafter created,  incurred,  assumed or guaranteed by Maker and
all renewals,  extensions and refundings  thereof,  which is payable to banks or
other traditional  long-term  institutional  lenders such as insurance companies
and  pension  funds,  unless  in the  instrument  creating  or  evidencing  such
Indebtedness,  it is not provided that such  Indebtedness  is senior in right of
payment to this  Debenture.  Notwithstanding  the  foregoing,  Senior  Debt with
respect  to  Maker  or  any  subsidiary   thereof  shall  not  include  (i)  any
Indebtedness of Maker to any such subsidiary for money borrowed or advanced from
such subsidiary,  and (ii) any Indebtedness representing the redemption price of
any  preferred  stock.  "Indebtedness,"  as  applied  to any  entity  means  any
indebtedness,  contingent or otherwise, in respect of borrowed money (whether or
not the  recourse  of the lender is to the whole of the assets of such entity or
only to a portion thereof), or evidenced by bonds, notes,  debentures or similar
instruments  or letters of credit,  or  representing  the balance  deferred  and
unpaid of the  purchase  price of any property or interest  therein,  except any
such balance that  constitutes a trade  payable,  if and to the extent that such
indebtedness  would  appear as a liability  upon a balance  sheet of such entity
prepared  on  a  consolidated   basis  in  accordance  with  generally  accepted
accounting  principles.  Senior Debt must be paid in  accordance  with the terms
thereof before the Debenture may be paid. This Debenture shall be paid on a pari
passu basis with all other Debentures. Upon request of Maker Payee shall execute
such subordination agreements with holders of Senior Debt as shall be reasonably
requested.

7.       Covenants.
         ---------

Maker  covenants  and agrees  that from and after the date  hereof and until the
date of repayment in full of the  Obligations it shall comply with the following
conditions:

         (i) Maintenance of Existence and Conduct of Business.  Maker shall, and
         shall cause each of its subsidiaries,  if any, to (A) do or cause to be
         done all things necessary to preserve and keep in full force and effect
         its  corporate  existence  and rights;  and (B) continue to conduct its
         business so that the business carried on in connection therewith may be
         properly and advantageously conducted at all times.

         (ii)  Books and  Records.  Maker  shall,  and shall  cause  each of its
         subsidiaries,  if any,  to keep  adequate  books and records of account
         with respect to its business activities.

         (iii) Insurance. Maker shall, and shall cause each of its subsidiaries,
         if any,  to  maintain  insurance  policies  insuring  such risks as are
         customarily  insured against by companies engaged in businesses similar
         to those  operated by Maker or such  subsidiaries,  as the case may be.
         All such policies are to be carried with reputable  insurance  carriers
         and shall be in such  amounts  as are  customarily  insured  against by
         companies  with  similar  assets  and  properties  engaged in a similar
         business.

         (iv)  Compliance  with Law.  Maker  shall,  and shall cause each of its
         subsidiaries,  if any,  to comply  in all  material  respects  with all
         federal,  state and local laws and regulations applicable to it or such
         subsidiaries,  as the  case  may be,  which if  breached  would  have a
         material adverse effect on Maker's or such  subsidiaries',  as the case
         may be, business or financial condition.

8.       Representations and Warranties of Maker.
         ---------------------------------------

Maker  represents  and warrants  that it: (i) is a corporation  duly  organized,
validly  existing and in good  standing  under the laws of the State of Delaware
and has all requisite  corporate power to carry on its business as now conducted
and to own its  properties  and assets it now owns;  (ii) is duly  qualified  or
licensed  to do  business  as a  foreign  corporation  in good  standing  in the


<PAGE>

jurisdictions  in which  ownership  of property  or the conduct of its  business
requires such qualification except jurisdictions in which the failure to qualify
to do business will have no material adverse effect on its business,  prospects,
operations,  properties, assets or condition (financial or otherwise); (iii) has
full power and  authority  to execute and deliver this  Debenture,  and that the
execution  and  delivery of this  Debenture  will not result in the breach of or
default under,  with or without the giving of notice and/or the passage of time,
any other agreement, arrangement or indenture to which it is a party or by which
it may be bound, or the violation of any law, statute, rule, decree, judgment or
regulation  binding upon it; and (iv) has taken and will take all acts required,
including but not limited to authorizing  the signatory  hereof on its behalf to
execute  this  Debenture,  so that  upon  the  execution  and  delivery  of this
Debenture, it shall constitute the valid and legally binding obligation of Maker
enforceable in accordance with the terms thereof.

9.       Defaults and Remedies.
         ---------------------

(a) Events of Default.  The  occurrence  or  existence of any one or more of the
following  events or  conditions  (regardless  of the  reasons  therefor)  shall
constitute an "Event of Default" hereunder:

         (i) Maker shall fail to make any payment of Principal or Interest  when
         due and  payable or  declared  due and  payable  pursuant  to the terms
         hereof and such failure  shall  remain  uncured for a period of fifteen
         (15) days after notice thereof has been given by Payee to Maker;

         (ii) Maker shall fail at any time to be in material compliance with any
         of the  covenants  set forth in  Paragraph  3 (d) or  Section 7 of this
         Debenture,  or shall fail at any time to be in material compliance with
         or neglect to perform,  keep or observe any of the  provisions  of this
         Debenture to be complied with, performed, kept or observed by Maker and
         such  failure  shall  remain  uncured  for a period of thirty (30) days
         after notice thereof has been given by Payee to Maker;

         (iii) Any  representation  or warranty made in this  Debenture by Maker
         shall be untrue or  incorrect  in any  material  respect as of the date
         when made or deemed made;

         (iv) A case or proceeding  shall have been commenced  against Maker, or
         any of its material  subsidiaries,  if any, in a court having competent
         jurisdiction  seeking a decree or order in respect of Maker,  or any of
         its  material  subsidiaries,  (A) under  Title 11 of the United  States
         Code, as now constituted or hereafter amended,  or any other applicable
         federal,  state  or  foreign  bankruptcy  or  other  similar  law;  (B)
         appointing  a custodian,  receiver,  liquidator,  assignee,  trustee or
         sequestrator  (or similar  official)  of Maker,  or any of its material
         subsidiaries,  or any of their respective  properties;  or (C) ordering
         the winding-up or  liquidation  of the affairs of Maker,  or any of its
         material  subsidiaries,  and  such  case  or  proceeding  shall  remain
         unstayed or undismissed for a period of ninety (90) consecutive days or
         such court shall enter a decree or order  granting the relief sought in
         such case or proceeding; or

         (v) Maker, or any of its material subsidiaries, if any shall (A) file a
         petition  seeking  relief under Title 11 of the United  States Code, as
         now constituted or hereafter amended,  or any other applicable federal,
         state or foreign bankruptcy or other similar law; or (B) consent to the
         institution  of  proceedings  thereunder  or to the  filing of any such
         petition  or to the  appointment  of or the taking of  possession  by a
         custodian, receiver, liquidator,  assignee, trustee or sequestrator (or
         similar official) of Maker, or any of its material subsidiaries, or any
         of their respective properties.

(b) Remedies. Upon the occurrence of an Event of Default specified in Paragraphs
9 (iv) or (v) above,  all  Obligations  then remaining  unpaid  hereunder  shall
immediately  become due and


<PAGE>

payable without notice.  Upon the occurrence of any other Event of Default,  the
holders  of no less than  fifty one  percent  (51%) in  principal  amount of the
Debentures  may  thereafter,  at their  option  immediately  by notice to Maker,
declare all  Obligations  then remaining  unpaid  hereunder  immediately due and
payable,  whereupon the same shall forthwith  mature and become due and payable,
without any further notice to Maker and without presentment,  demand, protest or
notice of protest,  all of which are hereby waived by Maker.  Upon a declaration
of  acceleration,  the entire  Obligations then remaining unpaid hereunder shall
become  immediately  due and  payable  in full  plus all  reasonable  costs  and
expenses  of  the  collection  and  enforcement  of  this  Debenture,  including
reasonable  attorney's  fees and  expenses,  all of which  shall be added to the
amount due under this Debenture. The rights, powers,  privileges and remedies of
Payee pursuant to the terms hereof are cumulative and not exclusive of any other
rights,  powers,  privileges  and  remedies  which  Payee  may have  under  this
Debenture or any other instrument or agreement.

10.      Maker's Right to Redeem.
         -----------------------

On or  after  the  earlier  of the  Effective  Date  or the  date on  which  the
Underlying Shares may otherwise be sold publicly, Maker may redeem the Debenture
or any  portion  thereof  without any premium or penalty at any time on not less
than thirty (30) nor more than sixty (60) day's prior written  notice,  provided
that the reported closing price of the Common Stock equals or exceeds 2.25 times
of the then Conversion  Price, for a period of twenty (20)  consecutive  trading
days ending three (3) trading days prior to the notice of redemption.

11.      Acknowledgment of Payee's Investment Representations.
         ----------------------------------------------------

By accepting this Debenture, Payee acknowledges that this Debenture has not been
and,  except  as  provided  herein,  will  not be  registered  under  the Act or
qualified under any state securities laws and that the  transferability  thereof
is  restricted by the  registration  provisions of the Act as well as such state
laws.  Based upon the  representations  and agreements being made by him herein,
this  Debenture  is being  issued  to him  pursuant  to an  exemption  from such
registration  provided  by  Section  4 (2) of the Act and Rule  506  promulgated
thereunder, and applicable state securities law qualification exemptions.  Payee
represents  that  he is  acquiring  the  Debenture  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 it for  any  particular  event  or  circumstance,  except
selling,  transferring  or  disposing of it only upon full  compliance  with all
applicable provisions of the Act, the Securities Exchange Act of 1934, the Rules
and  Regulations  promulgated by the Commission  thereunder,  and any applicable
state securities laws. Payee further  understands and agrees that no transfer of
this Debenture  shall be valid unless made in compliance  with the  restrictions
set forth on the  front of this  Debenture,  effected  on  Maker's  books by the
registered  holder  hereof,  in  person or by an  attorney  duly  authorized  in
writing, and similarly noted hereon. Maker may charge Payee a reasonable fee for
any re registration, transfer or exchange of this Debenture.

12.      Limitation of Liability.
         -----------------------

A director,  officer, employee or stockholder,  as such, of Maker shall not have
any liability for any obligations of Maker under this Debenture or for any claim
based on, in respect or by reason of such obligations or their creation.  Payee,
by accepting this Debenture,  waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of this Debenture.

13.      Limitation of Interest Payments.
         -------------------------------

Nothing  contained in this Debenture or in any other agreement between Maker and
Payee requires Maker to pay or Payee to accept Interest in an amount which would
subject Payee to any penalty or  forfeiture  under  applicable  law. In no event
shall the total of all charges payable hereunder,

<PAGE>

whether of Interest or of such other charges which may or might be characterized
as interest,  exceed the maximum rate  permitted to be charged under the laws of
the State of New York.  Should Payee  receive any payment that is or would be in
excess of that permitted to be charged under such laws,  such payment shall have
been and shall be deemed to have been made in error and shall  automatically  be
applied to reduce the Principal outstanding on this Debenture.

14.      Reservation of Shares
         ---------------------

Maker shall at all times reserve and keep  available out of its  authorized  but
unissued  stock,  for the  purpose  of  effecting  the  issuance  of stock  upon
conversion of this  Debenture,  such number of shares as shall from time to time
be sufficient  to effect the issuance of shares of Common Stock upon  conversion
of this Debenture.

15.      Miscellaneous.
         -------------

(a)  Effect of  Forbearance.  No  forbearance,  indulgence,  delay or failure to
exercise  any right or remedy by Payee  with  respect  to this  Debenture  shall
operate as a waiver or as an acquiescence in any default.

(b) Effect of Single or Partial Exercise of Right. No single or partial exercise
of any right or remedy by Payee  shall  preclude  any other or further  exercise
thereof or any exercise of any other right or remedy by Payee.

(c) Governing Law. This Debenture  shall be construed and enforced in accordance
with,  and the rights of the parties  shall be governed by, the internal laws of
the State of New York applicable to contracts made and to be performed  entirely
within such State.

(d) Headings. The headings and captions of the various paragraphs herein are for
convenience  of  reference  only and shall in no way  modify any of the terms or
provisions of this Debenture.

(e) Loss,  Theft,  Destruction or Mutilation.  Upon receipt by Maker of evidence
reasonably satisfactory to it of loss, theft,  destruction or mutilation of this
Debenture,  Maker shall make and deliver or caused to be made and  delivered  to
Payee a new Debenture of like tenor in lieu of this Debenture.

(f)  Modification of Debenture or Waiver of Terms Thereof  Relating to Payee. No
modification  or  waiver of any of the  provisions  of this  Debenture  shall be
effective  unless in writing and signed by Payee and then only to the extent set
forth in such writing,  nor shall any such  modification or waiver be applicable
except in the specific instance for which it is given. This Debenture may not be
discharged orally but only in writing duly executed by Payee.

(g)  Notice.  All  offers,  acceptances,  notices,  requests,  demands and other
communications under this Debenture shall be in writing and, except as otherwise
provided  herein,  shall be deemed to have been  given  only when  delivered  in
person,  via  facsimile  transmission  if receipt  thereof is  confirmed  by the
recipient,  or, if mailed,  when mailed by certified or registered mail prepaid,
to the parties at their  respective  addresses first set forth above, or at such
other address as may be given in writing in future by either party to the other.

(h) Successors  and Assigns.  This  Debenture  shall be binding upon Maker,  its
successors,  assigns and  transferees,  and shall inure to the benefit of and be
enforceable by Payee and its successors and assigns.

(i) Severability. If one or more of the provisions or portions of this Debenture
shall be deemed by any court or quasi-judicial  authority to be invalid, illegal
or unenforceable in any


<PAGE>


respect,  the  invalidity,  illegality  or  unenforceability  of  the  remaining
provisions,  or portions of provisions  contained herein shall not in any way be
affected or impaired  thereby,  so long as this  Debenture  still  expresses the
intent of the parties.  If the intent of the parties  cannot be preserved,  this
Agreement shall either be renegotiated or rendered null and void.

IN WITNESS WHEREOF, Maker has caused this Debenture to be executed on its behalf
by an officer thereunto duly authorized as of the date set forth above.

                                      CareerEngine Network, Inc.,
                                      a Delaware corporation

           [SEAL]

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



ATTEST:
         --------------------------
          Anthony S. Conigliaro,
          Secretary