EXHIBIT 10.11

                               CO-BRAND AGREEMENT

This Co-Brand 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;

WHEREAS,  ((COMPANY_AKA))  is desirous of having  CareerEngine host a co-branded
website incorporating functionality relating to career services and CareerEngine
is desirous of doing so.

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

1.   The Co-Branded Website.

CareerEngine  shall create and host a co-branded  website  incorporating all the
content,   tools  and  functionality  from  a  CareerEngine   career  site  into
((WEBSITE)) frame that includes the logo, navigation bar and the top banner. The
name  of  the  co-branded  site  will  be  Career  Center  on  ((WEBSITE))  (the
"Co-Branded  Website").  CareerEngine  will  develop  and design the  Co-Branded
Website with a look and feel compatible with the  ((COMPANY_AKA))  Website.  The
Co-Brand Website shall be subject to approval by ((COMPANY_AKA))  which approval
shall not be  unreasonably  withheld.  CareerEngine  shall  keep the  CO-Branded
Website continuously updated so that the Co-Branded Website reflects the current
content and any new functionality on the CareerEngine career Sites.

2.   Services

CareerEngine  will develop,  operate and supply the Co-Branded  Website with the
functions  typically  made  available  on other  co-branded  sites  operated  by
CareerEngine  and will contain the words "Powered by CareerEngine  Solutions" at
the bottom of the home page.  The link from the  ((COMPANY_AKA))  website to the
Co-Branded  Website (the "Gateway Page") shall apprise users of the availability
of the Co-Branded Website and shall contain such  characteristics as agreed upon
by CareerEngine  and  ((COMPANY_AKA)).  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.

CareerEngine  will  operate the  Co-branded  Website and maintain and keep up to
date all job listing and advertising placements.  CareerEngine will also provide
the additional support services described in Addendum A

3.   Content of Co-Branded Website

All content on the Co-Branded Website will be subject to ((COMPANY_AKA))'s prior
reasonable approval.  This includes,  without limitation,  text, privacy policy,
graphics,  advertising and sponsorship.  Functionality,  look and feel operation
and of the Co-Branded  Website will also be subject to  ((COMPANY_AKA))'s  prior
reasonable approval.

4.   ((COMPANY_AKA)) Content and Trademarks

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((COMPANY_AKA))  represents and warrants that it owns all worldwide right, title
and  interest  in and to, or has the right  under  valid  licenses,  any content
contributed  to the  Co-Branded  Website  by  ((COMPANY_AKA))  ("((COMPANY_AKA))
Content"), and all related information,  data layouts and formats made available
by  ((COMPANY_AKA))  hereunder,  including,  but not limited to, all  copyrights
(including without limitation, audiovisual works and moral rights), patents, and
other worldwide  intellectual  property rights therein. All rights are reserved.
((COMPANY_AKA))  and its licensors own all right,  title, and interest in and to
their respective trademarks, service marks, and logos ("Marks") worldwide.

5.   Trademark License

Subject to the terms and conditions of this  Agreement,  ((COMPANY_AKA))  hereby
grants to CareerEngine a  non-exclusive,  worldwide  license to use and publicly
display the ((COMPANY_AKA)) Mark in connection with the ((COMPANY_AKA))  Content
and in  connection  with the Licensor  links during the term of this  Agreement,
provided  that  such use is in  accordance  with  ((COMPANY_AKA))  then  current
trademark usage  guidelines,  which guidelines will be provided to CareerEngine.
((COMPANY_AKA))  and its licensors may modify the Marks at any time upon written
notice to CareerEngine.  CareerEngine  shall not form combination marks with the
Marks  or  modify  the  Marks  without   ((COMPANY_AKA))'s   written   approval.
CareerEngine  hereby assigns to ((COMPANY_AKA))  and its licensors,  as the case
may be, all right,  title and interest in the Marks,  together with the goodwill
attaching thereto, that may inure to it in connection with this Agreement or its
use of the Marks hereunder.

6.   Financial Consideration

In  consideration  for   CareerEngine's   provision  of  the  services  and  the
performance of its other  obligations  under the Agreement,  CareerEngine  shall
collect all revenues of the Co-Branded Website and will be entitled to receive a
percentage of net revenues,  as defined in Addendum B, in an amount set forth in
Addendum B.

7.   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").

8.   Obligations of CareerEngine.

During the term of this Agreement,  CareerEngine  hereby covenants and agrees to
provide  the  services  defined  in  Section  2 at  its  reasonable  sole  cost.
Additionally,   CareerEngine   will  utilize  its  internal  staff  and  network
distribution  partners, to market and sell job postings,  resume connections and
featured employers (the "Products").  The job posting criteria can be revised at
any time upon the mutual  agreement of both  parties.  Any job posting that does
meet  the   criteria  as  agreed  upon  by  both   parties   shall  be  removed.
((COMPANY_AKA)) will set the rates for the Products,  using the input and advise
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.

9.   Obligations of ((COMPANY_AKA)).

During the term of this Agreement,  ((COMPANY_AKA))  hereby covenants and agrees
to maintain the hyperlink  between the home pages and all main navigation  views
of ((COMPANY_AKA))'s  website and the Co-Branded

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website and to actively  promote to the extent it deems  appropriate  the use of
such   hyperlink   for   employment    search    opportunities.    Additionally,
((COMPANY_AKA)) agrees to marketing and sell the Products

((COMPANY_AKA))  shall also 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
          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))

          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)):

               b.   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)).

               c.   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.

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               d.   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.

     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
               maintencae 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.

10.  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.

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.


11.  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

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          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.

12.      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:

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

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

13.  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..

14.  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.

15.  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  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.

16.  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.

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     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.

17.  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.

18.  Ownership of Property

     a.   CareerEngine acknowledges and agrees that ((COMPANY_AKA)) shall be the
          sole owner of all Property and/or  Intellectual  Property  embodied in
          the ((COMPANY_AKA)) Career Website, including, without limitation, any
          enhancements  thereof,  and  including,  but not  limited  to, all job
          posting data, resumes,  content and 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 Property and/ or
          Intellectual Property of ((COMPANY_AKA))

     b.   ((COMPANY_AKA)) acknowledges and agrees that CareerEngine shall be the
          sole owner of all Property and/or  Intellectual  Property  embodied in
          the  CareerEngine   service,   including,   without  limitation,   any
          enhancements  thereof, and including,  but not limited to any software
          and programming code, 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 Property and/or 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.

19.  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.

20.  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 ___________


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                                                ((COMPANY_AKA)) Initial _______
                                                   CareerEngine Initial _______

                                   ADDENDUM A
                               Additional Service

A.   CareerEngine  will be the Sales Contact for all job  postings,  banner ads,
     sponsorships,  etc.  on  the  career  site  for  ((COMPANY_AKA)),   whereas
     CareerEngine's phone number and e-mail address will be posted to the career
     site.

B.   The  CareerEngine  Sales force will be  available  to((COMPANY_AKA))clients
     between the hours of 9:00 am and 5:00 pm, Monday through Friday (EST).



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                                                ((COMPANY_AKA)) Initial _______
                                                   CareerEngine Initial _______

                                   ADDENDUM B
                             Financial Consideration

1.   Percentage of Revenue    During the term of the Agreement, CareerEngine and
                              ((COMPANY_AKA)) shall share equally (__%/ __%) the
                              "Net  Revenue"  generated  at the  ((COMPANY_AKA))
                              Website  from  Products  (job   postings,   resume
                              connections, featured employers, advertisement and
                              all  other  revenue  sources).  "Net  Revenue"  is
                              defined as gross  revenue  from the  Products  and
                              minus   all   distribution    fees,   all   agency
                              commissions,    all   payment   processing   fees,
                              including  but not limited to those  incurred  for
                              online   processing   of  credit   cards  and  ACH
                              debiting.

2.   Payments                 CareerEngine     shall     remit     payment    to
                              ((COMPANY_AKA))  within 30 business days after the
                              end of each calendar  month for  ((COMPANY_AKA))'s
                              percentage  of Net Revenues  received in the prior
                              month.

3.   Reporting                CareerEngine    will     supply((COMPANY_AKA))with
                              detailed  monthly  reports   calculating  the  Net
                              Revenue and tracking the source of the Net Revenue

4.   Review                   Both  Parties  agree to  review  and  discuss  the
                              percentage of revenues shared by each party at the
                              end of the  initial  term  and at the  end of each
                              renewal term


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                                                ((COMPANY_AKA)) Initial _______
                                                   CareerEngine Initial _______

                                   ADDENDUM C
             Additional Obligations of CareerEngine& ((COMPANY_AKA))

A.  NONE.


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                                                ((COMPANY_AKA)) Initial _______
                                                   CareerEngine Initial _______

                                   Addendum D
                         Project flowchart and Timeline