EXHIBIT 10.10

                                  ASP AGREEMENT

This ASP Agreement, dated , between CareerEngine,  Inc. ("CareerEngine"),  a New
York  corporation  with its principal place of business at 2 World Trade Center,
Suite  2112,  New  York,  NY  10048  and  ((Company))   ("((COMPANY_AKA))"),   a
corporation, with its principal place of business at ((Address1)), ((Address2)),
((City)) ((State)) ((PostalCode)).

WHEREAS,  CareerEngine  possesses  a  certain  expertise  in  the  creation  and
development of websites  specializing in the provision of career services and is
an ASP  (Application  Service  Provider)  offering these and related services to
others ("the ASP Services");

WHEREAS,  ((COMPANY_AKA))  owns and  operates  a  website  at  ((WEBSITE))  (the
"Website"), and wishes to avail itself of CareerEngine's ASP Services;

NOW, THEREFORE,  for good and valuable consideration the sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

1.        Services.

CareerEngine shall develop a new Career Service Website for ((COMPANY_AKA)) (the
" Career  Website")  which will contain  relevant  career service and recruiting
information with a look and feel similar to the Website and provide ASP Services
including hosting and maintaining the Career Website as stated below:

a.   Surveys-  creates a forum for users to express their  opinions about career
     related issues.

b.   Job Search Agent - brings job seekers back to the site by allowing  them to
     create an agent that will  notify them of new jobs as they are added to the
     database

c.   Resume Search Agent - provide an additional value added service to clients.
     Recruiters  will be able to fill out an agent  profile,  which will  notify
     them when a candidate matching the profile submits a resume.

d.   Job  Search  Engine - Search for jobs by  keyword,  location,  job  number,
     company or map

e.   Resume  Search  Engine - Search for Resumes by keyword,  location or resume
     number

f.   Tell a friend - provides a conduit for users to notify others of the career
     site

g.   User Registration - Archives user information and demographics

h.   Pre-Built  User  Reports -  CareerEngine  will provide  reports  concerning
     traffic to the site,  activity  of  postings  and  resumes  and  additional
     reporting as  requested.  CareerEngine  shall also provide  ((COMPANY_AKA))
     with monthly "Site Usage Data".

i.   Quick Job  Search -  Interface  located  on  toolbar  to search for jobs by
     keyword only.

j.   Featured  Employer  - Feature  that  showcases  a  preferred  company.  The
     showcase  includes a logo on the homepage,  a full size graphic,  a company
     profile,  a link to the corporate website and an isolated result set of all
     jobs posted by that company.

k.   SQL 7 Database - a premium database  utility built  specifically to archive
     career related information.

l.   Verity  Indexing  Service - a  high-end  search  and  retrieval  technology
     utilizing the  CareerEngine  Search engine to expedite search time on large
     databases

m.   Resume  Posting  Wizard - allows  Job  Seekers to post,  edit and  maintain
     resumes on-line.

n.   Job  Posting  Product  - allows  employers  to post edit and  maintain  job
     posting on-line.

o.   Customer Support - CareerEngine will provide ((COMPANY_AKA)) with back line
     technical  support  for the Career  Website  during  CareerEngine's  normal
     support  hours.  ((COMPANY_AKA))  will provide end user  frontline  support
     related to the Career Website during  CareerEngine's  normal support hours.
     In  addition,  CareerEngine  will  supply  ((COMPANY_AKA))  with a list  of
     CareerEngine Personnel and telephone numbers that can be reached 24 hours a
     day, 7 days a wee, in order of  escalation,  to provide  technical  support
     related to the Career Website.  Career Engine will have no other obligation
     to provide support relating to the Career Website.

<PAGE>

p.   Additional  Features and Services -  CareerEngine  will provide  additional
     features  and  services  for an  additional  fee.  Additional  features and
     services are specified in Addendum A.

2.   Term.

Subject to the terms and conditions  hereof, the term of this Agreement shall be
for the period commencing on the date that site becomes operational as set forth
in a notice by CareerEngine and  ((COMPANY_AKA))  (the "Commencement  Date") and
shall be  automatically  renew for  successive  one-year  renewal  terms  unless
otherwise  terminated  by either  party at least sixty (60) days notice prior to
the initial term or any renewal term in writing ("Renewal Term").

3.   Prices.

Prices for the Services are stated under "Pricing" in Addendum B.

((COMPANY_AKA)) shall pay all sales, use, gross receipts, excise,  occupational,
access, bypass, franchise and other federal, state and local taxes, assessments,
fees, charges, and surcharges,  however designated, imposed on or based upon the
provision, sale, purchase and/or use of the ASP Services or Products.

4.   Service.

In consideration for CareerEngine's ASP Services,  ((COMPANY_AKA)) agrees to pay
CareerEngine the following fees which are set forth in detail in Addendum B:

     a.   Setup  Fee of  which  fifty  (50%)  percent  shall  be paid  upon  the
          execution of this  Agreement and the balance of which shall be payable
          on the Commencement Date

     b.   A monthly  hosting and  maintenance  fee which shall be payable on the
          first day of each month after the Commencement Date and/or Launch Date
          that this  Agreement  remains in effect.  During the initial  term (as
          well as the second year Renewal term), the hosting and maintenance fee
          as defined in Addendum B shall remain fixed. Following the second year
          Renewal Term,  the hosting and  maintenance  fee shall  increase in an
          amount, not more than 10% during each renewal year, as may be fixed by
          CareerEngine.

     c.   If any payment is not made within thirty (30) days of delivery, a late
          charge  shall  accrue on the  delinquent  amount at a rate of 1.5% per
          month,  or the maximum rate  permitted by law,  whichever is less. Any
          and all dispute  claims must be submitted  in writing to  CareerEngine
          within thirty (30) days of the  applicable  invoice date.  All dispute
          claims not  submitted  within  said  thirty (30) day period are deemed
          waived.

5.   Obligations of CareerEngine.

CareerEngine  shall be responsible  for providing the Services  consistent  with
industry standards, except as provided in Addendum C. CAREERENGINE DISCLAIMS ALL
OTHER WARRANTIES AND  REPRESENTATIONS,  EXPRESS OR IMPLIED,  INCLUDING,  WITHOUT
LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE.

6.   Obligations of Customer.

((COMPANY_AKA))  shall  be  responsible  for the  following  and any  additional
obligations that may be outlined in Addendum C:

a.   CareerEngine  will  allow  ((COMPANY_AKA))  to review  the site  before the
     agreed  upon  launch  date.  This  is  Milestone  3 and  is  stated  in the
     CareerEngine Network Proposed Project Flowchart and timeline.  See

<PAGE>

     Addendum D for details.  Note:  the site review by  ((COMPANY_AKA))  should
     take place ten (10) business days before the scheduled  launch date and may
     take up to 5 business days to review and  implement.  This review will only
     be an  editorial  review,  which only  includes  text changes and "look and
     feel" changes.  Any component  development or component  changes  requiring
     further  development  must be surfaced at  Milestone  2. see Addendum D for
     details.  If((COMPANY_AKA))  does  have  additional  component  changes  in
     Milestone 3, those changes will not be made until after the Launch Date. If
     ((COMPANY_AKA))  does not complete its editorial review within the five (5)
     business days allotted, the Launch date will slip accordingly. CareerEngine
     is not responsible for this delay.

b.   CareerEngine must know within the first ten (10) days of the project launch
     whether ((COMPANY_AKA)) would like to mask the URL to CareerEngine's hosted
     career site.

     i.   CareerEngine  recommends   that((COMPANY_AKA))set  up  a  site  called
          careers.((COMPANY_AKA)).com

     ii.  CareerEngine does not support framesets for URL masking

c.   Site Information

     i.   Legal  pages - the legal  papers  on the new  career  site will  point
          directly to CareerEngine Legal content

     ii.  Press     Releases    -     CareerEngine     will    link     directly
          to((COMPANY_AKA))Press releases

     iii. About Us Section - CareerEngine  will link directly  to((COMPANY_AKA))
          About Us Section.  ((COMPANY_AKA))  will provide CareerEngine with the
          necessary  information  on the  About Us and  CareerEngine  will  also
          insert  CareerEngine's About Us content on the About Us page hosted by
          CareerEngine.

     iv.  Home Button - CareerEngine  will create a Home button to link directly
          to((COMPANY_AKA))Home Page.

d.   Process

     i.   Attached  as an Addendum D is a general  overview of how  CareerEngine
          proposes to build the site. Note:  customer  communication is vital to
          keeping the project on track and on time

     a.   if  CareerEngine  does not  receive  timely  (read  within  24  hours)
          response from requests to ((COMPANY_AKA)), the project may slip beyond
          the launch date.

     b.   Launch is contingent  upon  adherence to the process in Addendum D and
          timely response from((COMPANY_AKA))

<PAGE>

     ii.  CareerEngine will test its site and content on the two newest versions
          of Internet Explorer and Netscape Navigator only.

     iii. Start date will not  commence  until the  following  requirements  are
          obtained from((COMPANY_AKA)):

     a.   Completed  Client   Information   Sheet/   Questionnaire   and  Credit
          application - this  information  sheet contains all pertinent  contact
          information  and  technical  information  necessary to prepare for the
          site. The contact  information will include those persons  responsible
          for the technical integration of the CareerEngine career site into the
          site of ((WEBSITE)).

     b.   Requirements.  This contract contains all of the overall  requirements
          set   forth  by   ((COMPANY_AKA)).   By   executing   this   contract,
          ((COMPANY_AKA))  agrees that the above  requirements  and deliverables
          will be provided by  CareerEngine.  Any  additional  enhancements  and
          changes will not be required by CareerEngine to deliver.

     c.   Receipt of the initial setup fee.

     iv.  CareerEngine  will,  however,   attempt  to  fulfill  such  additional
          requests  to the best of its  ability  given  the  time and  resources
          allowed.  However,  CareerEngine  will not be held accountable for any
          additional features other than the features explicitly stated above.

     v.   Launch date will be thirty-one  (31) calendar days from the start date
          unless otherwise noted in wring, but CareerEngine  should be liable if
          the Launch date is delayed.

<PAGE>

e.   Post Launch

     i.   Once the  ((COMPANY_AKA))  career site is launched to the public,  all
          inquiries, issues or requests with respect the operations of such site
          will be assigned to and should be directed to a  CareerEngine  Account
          manager.

     ii.  Additional enhancements and changes following the launch

          a.   Any  additional  enhancements  and changes after the launch which
               were not  defined in this  agreement  should be  directed to your
               account manager.

          b.   CareerEngine  will perform  enhancements and changes on behalf of
               ((COMPANY_AKA))  no  earlier  than  sixteen  (16)  calendar  days
               following the launch date.

          c.   Any enhancements and changes will be performed by CareerEngine at
               the hourly rate of $175 per hour. In addition,  the  enhancements
               may require an increase in the amount of the monthly  hosting and
               maintenance  fee  in  an  amount  to be  set  forth  in a  notice
               delivered by CareerEngine to  ((COMPANY_AKA)).  The rate is based
               on a four (4) hour minimum for a CareerEngine It Representative.

7.   Compliance With Laws.

((COMPANY_AKA)) shall not use or permit its end users to use the Services in any
manner  that  violates  any  applicable  laws or  CareerEngine's  use  policies,
infringes on the rights of others or interferes  with users of the  CareerEngine
network or other networks, including, without limitation,  distribution of chain
letters or unsolicited  bulk electronic mail  (spamming),  distribute or release
computer worms and viruses,  use a false identity,  attempt to gain unauthorized
entry  to any  site or  network,  distribute  child  pornography,  obscenity  or
defamatory  material,  or  infringe  patents,  copyrights,  trademarks  or other
intellectual property rights.

8.   Termination.

     a.   Notwithstanding  Section  B hereof  either  party may  terminate  this
          Agreement upon the occurrence of any of the following events by giving
          written notice to the other party (the Defaulting Party) not less than
          thirty (30) days prior to the effective  date of such  termination  as
          specified  in the notice:  (i) any material  breach by the  defaulting
          party of this agreement,  which breach remains uncured for a period of
          thirty (30) days after the giving  notice to the  Defaulting  Party of
          its  breach  (ii) any  voluntary  or  involuntary  filing  bankruptcy,
          reorganization   or   receivership  or  under  similar  laws  for  the
          protection of creditors,  by or directed  against the Defaulting Party
          of any of its assets for the benefit of creditors;  or any liquidation
          or dissolution of the Defaulting Party.

     b.   Upon the expiration of the term or any  termination of this Agreement,
          all amounts owed by one party to the other party under this  Agreement
          shall become immediately due and payable

          i.   Section  13, 15, 17 and 18 shall  survive the  expiration  of the
               Term or any termination of this agreement

     c.   Upon the expiration of the term or any  termination of this Agreement,
          each party agrees to promptly return to the other party, or to destroy
          at such other party's election all data, records and materials of such
          other party, if any, in its possession.

9.   Notice

All  notices  required  to be given  hereunder  shall be in writing and shall be
deemed  given upon  personally  delivered  to the party to be  notified  or by a
nationally  recognized courier upon proof of delivery and addressed to the party
to be notified at address  indicated  for such party below or such other address
as such party may  designate by ten days  advanced  written  notice to the other
party:

<PAGE>


                                  ((Address1))
                                  ((Address2))
                                   ((City)),((State))((PostalCode))
                                  ((WorkPhone))

                                  CareerEngine
                                  Two World Trade Center
                                  Suite 2112
                                  New York, NY  10048

10.  Force Majeure

Neither party shall have any  liability for any failure or delay in  performance
of  any of its  obligations  hereunder  which  are  not  within  its  direct  or
reasonable control and which is caused by any: act of God; act of a governmental
or military  authority or agency;  fire, flood,  earthquake,  windstorm or other
natural calamity, labor disturbance,  lockout or strike; war; riot; inability to
obtain labor, materials or transportation on time; telecommunications failure or
interruption  of service,  or  data/word-processing  failure or  interruption of
service  (whether of  hardware,  software or both) or any other cause beyond its
reasonable control, whether similar or dissimilar to any of the recited events.

11.  Performance

The determination of  ((COMPANY_AKA))  Career Site's uptime  performance will be
confined to the factors  directly  within the control of  CareerEngine.  Factors
beyond the control of  CareerEngine  include but not limited to  interruption or
failure  of   telecommunication  or  digital  transmission  links  and  Internet
slow-downs or failures.  If in any month the Career Site uptime falls up to, but
not in excess of 95% due to  factors  within  CareerEngine's  control,  then the
Monthly  Maintenance  fee will be reduce by 50%. If in any month the Career Site
uptime falls below 95% due to factors within  CareerEngine's  control,  then the
Monthly Maintenance fee will be not be payable for that month.

If  within  the  Initial  Term  or any  renewal  term  the  Career  Site  uptime
performance falls below 95% due to factors within  CareerEngine's  control, then
((COMPANY_AKA))  will have an option to cancel this  agreement  within such year
upon thirty (30) days  notice and  CareerEngine  will host the Career Site at no
cost for 60 days starting from date of cancellation.

12.  Limitation of Liability.

In no event shall CareerEngine's  liability to ((COMPANY_AKA))  arising out of a
breach of this agreement exceed the total amount of one monthly fee. In no event
will either party be liable for any consequential, incidental, indirect, special
or punitive damages whatsoever.

13.  Assignment

Neither  this  Agreement  nor any  rights  or  obligations  hereunder  shall  be
assigned,  sublicensed or otherwise transferred,  in whole or in part, by either
party  without the other  party's  prior  written  consent  except as  otherwise
provided herein.

14.  Non-Solicitation of Employees

Neither party may solicit for employment the employees of the other party during
the  term of this  Agreement  and for a

<PAGE>

period of twelve (12) months after  termination  of this  Agreement  without the
express  prior  written  consent  of  the  other  party,   which  shall  not  be
unreasonably withheld.

15.  General Provisions

     a.   Should any provision of this Agreement be held to be void,  invalid or
          illegal  by  arbitration  or a court of  competent  jurisdiction,  the
          validity  and  enforceability  of the  other  provisions  shall not be
          affected thereby.

     b.   This Agreement embodies the entire  understanding  between the parties
          with respect to the subject matter hereof,  and supersedes any and all
          prior understandings and agreements,  either oral or written, relating
          thereto.

     c.   This Agreement is binding on the parties  hereto and their  respective
          successors and permitted assigns.

     d.   Any amendment hereof must be in writing and signed by both parties.

     e.   Failure of either  party to enforce any  provision  of this  Agreement
          shall not constitute or be construed as a waiver of such provision nor
          of the right to enforce such provision.

     f.   The headings and captions contained in this Agreement are inserted for
          convenience only and shall not constitute a part hereof.

16.  Indemnification

((COMPANY_AKA)) will defend,  indemnify and save CareerEngine  harmless from and
against any and all claims, losses and liability relating to any infringement or
threatened  infringement  of any patent,  copyright or trademark,  by use of the
((COMPANY_AKA))  trade name as  permitted  under this  agreement  or any loss or
damage to property or any loss or damage arising from bodily  injury,  including
death,  when such loss or damage is caused by the negligent acts or omissions or
intentional  wrongdoing of  ((COMPANY_AKA))  its  employees,  subcontractors  or
agents and which arises out of the performance of this Agreement,  provided that
CareerEngine  gives  ((COMPANY_AKA))  prompt written notice of any such claim of
loss or damage and allows  CareerEngine  to control,  and fully  cooperate  with
((COMPANY_AKA))  in, the  defense and all related  settlement  negotiations  and
provided   further  the  failure  to  give  prompt   notice  shall  not  relieve
((COMPANY_AKA))  of its  liability  hereunder  accept  to the  extent  that such
failure results in damage, prejudice or injury to ((COMPANY_AKA))

CareerEngine will defend,  indemnify and save ((COMPANY_AKA))  harmless from and
against any and all claims, losses and liability relating to any infringement or
threatened  infringement  of any patent,  copyright or trademark,  by use of the
CareerEngine  trade name as permitted under this agreement or any loss or damage
to property or any loss or damage arising from bodily injury;  including  death,
when  such  loss or damage is  caused  by the  negligent  acts or  omissions  or
intentional wrongdoing of CareerEngine, its employees,  subcontractors or agents
and  which  arises  out of the  performance  of this  Agreement,  provided  that
((COMPANY_AKA))  gives  CareerEngine  prompt written notice of any such claim of
loss or damage and allows  ((COMPANY_AKA)) to control,  and fully cooperate with
CareerEngine  in, the  defense  and all  related  settlement  negotiations,  and
provided   further  the  failure  to  give  prompt   notice  shall  not  relieve
CareerEngine of its liability  hereunder  accept to the extent that such failure
results in damage, prejudice or injury to CareerEngine.

17.  Ownership of Intellectual Property

     a.   CareerEngine acknowledges and agrees that ((COMPANY_AKA)) shall be the
          sole   owner   of   all   Intellectual   Property   embodied   in  the
          ((COMPANY_AKA))  Career Website,  including,  without limitation,  any
          enhancements   thereof,  and  including,   but  not  limited  to,  any
          trademarks, service marks and logos, whether now existing or hereafter
          arising. CareerEngine further agrees that it does not have, nor in the
          future claim to have, any rights or interests of any nature whatsoever
          in such Intellectual Property of ((COMPANY_AKA))

     b.   ((COMPANY_AKA)) acknowledges and agrees that CareerEngine shall be the
          sole owner of all Intellectual  Property  embodied in the CareerEngine
          service, including,  without limitation, any enhancements thereof, and
          including, but not limited to any trademarks, service marks and logos,
          whether now existing or  hereafter  arising.  ((COMPANY_AKA))  further
          agrees  that it does not have,  nor in the future  claim to have,  any
          rights or  interests  of any nature  whatsoever  in such  Intellectual
          Property of CareerEngine.

     c.   Any use by a party hereto of any mark or logo of any other party shall
          inure exclusively to the benefit of the party owning the mark or logo.

18.  Status of the Parties

The relationship  between  CareerEngine and ((COMPANY_AKA))  hereunder is solely
that of independent contractors.  No party shall be considered to be an employee
or agent of the other (except for those purposes specifically enumerated in this
Agreement);  nor shall  anything  contained  in this  Agreement  be construed to
create any partnership or joint venture between or among the parties.

<PAGE>

19.  Counterparts and Signatures

This  agreement  may be  executed in any number of  counterparts,  each of which
shall be deemed an original but all of which taken together shall constitute one
agreement. Facsimile signatures shall have the same force and effect as original
signatures.  This Agreement  shall be of force and effect upon the execution and
delivery to both parties of a fully executed counterpart of same.

In Witness Whereof, the parties have executed this Agreement in duplicate,  each
to have the full force and effect of the  original for all  purposes,  all as of
the Effective Date.

CareerEngine, Inc.                      ((Company))

By:__________________________           By:_______________________________

Name: _______________________           Name: ____________________________

Title: ______________________           Title: ___________________________

Date: _______________________           Date: ____________________________

Initial ___________                     Initial ___________


<PAGE>



                                              ((COMPANY_AKA)) Initial _______
                                                 CareerEngine Initial _______


                                   Addendum A
                               Additional Features
<TABLE>
<CAPTION>

Accept    Decline         Additional Feature
<S>       <C>       <C>   <C>
_____     _____      A.   Featured Employer - a complete  sponsorship  program that provides  recruitment  visibility to any company
                          that purchases the space.  The feature  includes the sponsor's job listings,  a company profile and a link
                          to the  sponsor's  home page.  All  information  related to the  Featured  Employer  must be  submitted to
                          CareerEngine prior to completion of the Career Site.  Each Featured Employer will be built for a fee.

_____     _____      B.   Site Advisor - a gateway  interface  between the user and a confirmed  professional  providing a forum for
                          questions and answers based on the response of the professional

_____     _____      C.   Resume Search Agent - matches predisposed  candidate search criteria against resumes yet to be posted by a
                          Job Seeker.  When a match is made an email alert is sent to the employer

_____     _____      D.   Message Board - an open forum by which the users can  communicate  via bulletin  board postings with other
                          users or the users can  respond  to a thread  started  by the  administrator.  Fully  administered  by the
                          customer

_____     _____      E.   Hot Skills - a front-page  applet that  displays a title of a 'hot skill'  (i.e.  Java,  Project  Manager,
                          Oracle) and next to each skill a number  indicating the amount of job postings for that particular  skill.
                          When the user  clicks on the Hot Skill the user will  automatically  pull up the  requisite  number of job
                          postings  indicated  on the front  page.  This is a shortcut  for job  seekers  and can be  customized  to
                          reflect whatever Hot Skills the customer wants to focus upon

_____     ______     F.   Banner Rotation Server - For clients who do not utilize  third-party ad serving  technology,  CareerEngine
                          has developed a Banner  Rotation  Server.  CareerEngine  will embed the  appropriate  code into the career
                          site pages to which the banners can be served

_____     ______     G    Single User Login - synchronizing  user  registration and passwords over a secure link between two servers
                          (customer and CareerEngine) in two different companies so it is not a trivial task

_____     ______     H.   Customized  User  Reports - A report  that is custom  tailored to the client  specifications  to report on
                          exactly what the client wants

_____     ______     I.   Testimonials  - an  interface on the client  website  that allows the  submission  of a  testimonial.  Not
                          automatically displayed on site

_____     ______     J.   Press  Release  Updater - an  administrative  system by which the  client  can ads,  edit or delete  press
                          releases real time

_____     ______     K.   Business Services - Marketing and Sales consulting
</TABLE>


<PAGE>

                                                ((COMPANY_AKA)) Initial _______
                                                   CareerEngine Initial _______


                                   Addendum B
                            Pricing and Payment Terms

Pricing

                                      Setup time fee          Monthly Hosting &
                                                               Maintenance Fee

Standard Features

       A.   Surveys
       B.   Job Search Agent
       C.   Resume Search Agent
       D.   Job Search Engine
       E.   Resume Search Engine
       F.   Tell a Friend
       G.   User Registration
       H.   Pre-Built User Reports
       I.   Quick Job Search
       J.   Featured Employer
       K.   SQL 7 Database
       L.   Verity Indexing Service
       M    Resume Posting Wizard
       N    Job Posting Product
       O    Customer Support
SUB-TOTAL

Additional Feature

       A.   Featured Employer - per featured employer
       B.   Site Advisor
       C.   Resume Search Agent
       D    Message Board
       E    Hot Skills
       F.   Banner Rotation Server
       G.   Single User Login
       H.   Customized User Reports
       I.   Testimonials
       J.   Press Release Updater
       K.   Business Services

TOTAL

Payment

                                            Date             Amount

       Due upon Signing (50%)
       Due upon Launch (50%)
       Due the first of every month

<PAGE>

                                                ((COMPANY_AKA)) Initial _______
                                                   CareerEngine Initial _______

                                   Addendum C
                       Additional Obligations of Customer


<PAGE>

                                                ((COMPANY_AKA)) Initial _______
                                                   CareerEngine Initial _______

                                   Addendum D
                         Project flowchart and Timeline