TEXT OF CLASS B WARRANT CERTIFICATE

             Void After 5:00 P.M., New York Time, On March 31, 2005
                             (the "Expiration Date")
                   Class B Warrant to Purchase Common Stock of

                           CAREERENGINE NETWORK, INC.
                            (A Delaware corporation)

No. WB                                      This Certificate Represents
--------------------
                                            ---------------------------
                                            "B" Warrants

                                      CUSIP No.
                                             ----------------------------------


This Is To Certify That, FOR VALUE RECEIVED, __________________________________
or  registered  assigns  ("Holder")  is  entitled  to  purchase,  subject to the
provisions of this Warrant and the  provisions  of the Warrant  Agent  Agreement
between  the Company and  Registrar  and  Transfer  Company,  from  Careerengine
Network,  Inc.,  a Delaware  corporation  ("Company")  at any time from the date
hereof  and not later  than  5:00  P.M.,  New York  Time on March 31,  2005 at a
purchase  price of  $6.00  per  share as  hereinafter  adjusted  (the  "Exercise
Price"),  shares of common stock $.10 par value, of the Company ("Common Stock")
on the basis of every Warrant entitling the Holder thereof to purchase one share
of Common  Stock.  The number of shares of Common Stock to be received  upon the
exercise of this  Warrant and the  Exercise  Price may be adjusted  from time to
time as hereinafter set forth and as set forth in the Warrant Agent Agreement.

1.       Separation and Manner of Exercise.
         ---------------------------------

These  Warrants are not separable from the Units (the "Units") of which they are
a part,  and  may not be  transferred  separately  until  six  months  from  the
effective  date of the  registration  statement  in which  these  warrants  were
registered unless the Company and the

<PAGE>

underwriter agree that the Warrants can be separated and traded separately on an
earlier  date.  Each  Unit  consists  of (i)  one 12%  Convertible  Subordinated
Debenture  (collectively  the  "Debentures")  in the principal amount of $1,000;
(ii) 250 A Redeemable Warrants;  and (iii) 250 Class B Redeemable Warrants.  The
Warrants represented by this Warrant Certificate may be exercised in whole or in
part by surrender of this Warrant Certificate,  with the form of subscription at
the end hereof  duly  executed by the  Holder,  to the Company at its  principal
office, or at the office of its stock transfer agent,  accompanied by payment in
full in cash or by certified or official  bank check to the order of the Company
of the Exercise Price of the shares to be purchased. As soon as practicable, but
in no event more than 15 days after the Holder has given the  aforesaid  written
notice and made the aforesaid payment, the Company shall, without charging stock
issue or transfer taxes to the Holder, issue or cause to be issued the number of
shares of duly authorized Common Stock issuable upon such exercise,  which shall
be duly issued, fully paid and non-assessable, and shall deliver to the Holder a
certificate or  certificates  therefor,  registered in the Holder's name. In the
event of a partial exercise of this Warrant Certificate,  the Company shall also
issue and deliver to the Holder a new Warrant  Certificate of like tenor, in the
name of the  Holder,  for the  exercise  of the  number of Shares for which such
Warrant Certificate may still be exercised.

2.       Holder Not Deemed Stockholder.
         -----------------------------

The Holder  shall not,  as holder of the  Warrants,  be  entitled  to vote or to
receive  dividends,  except as may be provided in Section 3 below,  or be deemed
the holder of Common Stock that may at any time be issuable upon exercise of the
Warrants for any purpose  whatsoever,  nor shall  anything  contained  herein be
construed  to confer  upon the  Holder,  as holder of the  Warrants,  any of the
rights of a stockholder  of the Company or any right to vote for the election of
directors or upon any matter  submitted to stockholders at any meeting  thereof,
or to give or  withhold  consent  to any  corporate  action  (whether  upon  any
recapitalization,  issue or  reclassification  of stock,  change of par value or
change  of  stock  to no par  value,  consolidation,  merger  or  conveyance  or
otherwise),  or to  receive  notice of  meetings,  or to  receive  dividends  or
subscription rights, until the Holder shall have exercised the Warrants and been
issued shares of Common Stock in accordance with the provisions hereof.

3.       Warrant Adjustments.
         -------------------

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

         (a)  Adjustment  for Change in Capital  Stock.  Except as  provided  in
Paragraph  3 (k) below,  if the  Company  shall (i)  declare a  dividend  on its
outstanding  Common Stock in shares of its capital  stock,  (ii)  subdivide  its
outstanding  Common  Stock,  (iii) combine its  outstanding  Common Stock into a
smaller  number of  shares,  or (iv) issue any  shares of its  capital  stock by
reclassification

<PAGE>

of its Common Stock  (including any such  reclassification  in connection with a
consolidation  or merger in which the  Company is the  continuing  corporation),
then in each such case the Exercise  Price in effect  immediately  prior to such
action shall be adjusted so that if the Warrants are thereafter  exercised,  the
Holder  may  receive  the  number  and kind of shares  which he would have owned
immediately  following such action if he had exercised the Warrants  immediately
prior to such action.  Such adjustment shall be made successively  whenever such
an event shall occur. The adjustment shall become  effective  immediately  after
the record date in the case of a dividend or distribution and immediately  after
the   effective   date  in  the   case   of  a   subdivision,   combination   or
reclassification.  If  after an  adjustment  the  Holder  upon  exercise  of the
Warrants  may  receive  shares of two or more  classes of  capital  stock of the
Company,  the Company's Board of Directors shall determine the allocation of the
adjusted  Exercise  Price  between  the  classes  of capital  stock.  After such
allocation,  the Exercise Price of each class of capital stock shall  thereafter
be subject to adjustment on terms comparable to those applicable to Common Stock
in this Section 3.

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

<PAGE>

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

         (d) Current  Market  Price.  For the purpose of any  computation  under
Paragraph  (d) of this  Section 3, the Current  Market Price per share of Common
Stock on any date shall be deemed to be the average of the daily closing  prices
for the 30 consecutive trading days commencing 45 trading days before such date.
The closing  price for each day shall be the last  reported  sales price regular
way or, in case no such  reported  sale takes place on such day, the closing bid
price regular way, in either case on the principal national  securities exchange
on which the Common  Stock is listed or  admitted  to trading  or, if the Common
Stock is not listed or admitted to trading on any national securities  exchange,
the highest  reported  bid price as furnished  by the  National  Association  of
Securities Dealers,  Inc. through NASDAQ or similar organization if NASDAQ is no
longer  reporting  such  information,  or by the  Pink  Sheets  LLC  or  similar
organization if the Common Stock is not then quoted on an inter-dealer quotation
system.  If on any  such  date  the  Common  Stock  is not  quoted  by any  such
organization,  the fair value of the Common Stock on such date, as determined by
the Company's Board of Directors, shall be used.

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

         (f) Minimum  Adjustment.  No adjustment in the Exercise  Price shall be
required if such  adjustment  is less than $0.05;  provided,  however,  that any
adjustments  which by reason of this  Paragraph  (f) are not required to be made
shall be carried  forward and taken into account in any  subsequent  adjustment.
All  calculations  under this  Section 3 shall be made to the nearest cent or to
the  nearest  one-hundredth  of a share,  as the case  may be.  Anything  to the
contrary notwithstanding,  the Company shall be entitled to make such reductions
in the conversion  price, in addition to those required by this Paragraph 3 (f),
as it in its discretion  shall determine to

<PAGE>

be  advisable  in  order  that  any  stock  dividends,  subdivision  of  shares,
distribution  of rights to purchase  stock or  securities,  or  distribution  of
securities  convertible  into or  exchangeable  for stock  hereafter made by the
Company to its stockholders shall not be taxable.

         (g) Referral of  Adjustment.  In any case in which this Section 3 shall
require  that an  adjustment  in the  Exercise  Price be made  effective as of a
record date for a specified  event,  if the Warrants  shall have been  exercised
after such record date the  Company may elect to defer until the  occurrence  of
such event issuing to the Holder the shares, if any, issuable upon such exercise
over and above the shares,  if any,  issuable upon such exercise on the basis of
the Exercise Price in effect prior to such adjustment;  provided,  however, that
the  Company  shall  deliver  to the  Holder  a due  bill or  other  appropriate
instrument  evidencing the Holder's right to receive such additional shares upon
the occurrence of the event requiring such adjustment.

         (h) Number of Shares.  Upon each  adjustment of the Exercise Price as a
result of the calculations made in Paragraphs (a) through (d) of this Section 3,
the Warrants shall  thereafter  evidence the right to purchase,  at the adjusted
Exercise  Price,  that number of shares  (calculated to the nearest  thousandth)
obtained by  dividing  (i) the product  obtained  by  multiplying  the number of
shares  purchasable  upon  exercise of the Warrants  prior to  adjustment of the
number of shares by the  Exercise  Price in effect  prior to  adjustment  of the
Exercise Price by (ii) the Exercise Price in effect after such adjustment of the
Exercise Price.

         (i) Transactions Not Requiring Adjustments.  No adjustment need be made
for a transaction referred to in Paragraphs (a) through (c) of this Section 3 if
the Holder is permitted to  participate  in the  transaction  on a basis no less
favorable  than any other party and at a level which would preserve the Holder's
percentage  equity  participation  in the  Common  Stock  upon  exercise  of the
Warrants.  No  adjustment  need be made for sales of Common Stock  pursuant to a
Company plan for reinvestment of dividends or interest,  the granting of options
and/or the exercise of options  outstanding under any of the Company's currently
existing stock option plans, the exercise of currently  existing incentive stock
options or incentive  stock options  which may be granted in the future,  or the
exercise  of any  other  of the  Company's  currently  outstanding  options.  No
adjustment  need be made for a change  in the par  value or no par  value of the
Common Stock. If the Warrants become exercisable solely into cash, no adjustment
need be made thereafter. Interest will not accrue on the cash.

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

<PAGE>

         (k)  Reorganization  of Company.  If the Company  and/or the holders of
Common Stock are parties to a merger,  consolidation  or a transaction  in which
(i) the Company transfers or leases  substantially  all of its assets;  (ii) the
Company  reclassifies  or changes its  outstanding  Common  Stock;  or (iii) the
Common Stock is exchanged for securities,  cash or other assets;  the person who
is the  transferee  or lessee of such  assets or is  obligated  to deliver  such
securities,  cash or other assets shall assume the terms of the Warrants. If the
issuer of securities  deliverable  upon exercise of the Warrants is an affiliate
of the surviving,  transferee or lessee  corporation,  that issuer shall join in
such  assumption.  The  assumption  agreement  shall provide that the Holder may
exercise  the  Warrants  into the kind and amount of  securities,  cash or other
assets which he would have owned  immediately after the  consolidation,  merger,
transfer,  lease or exchange if he had exercised the Warrants immediately before
the effective date of the  transaction.  The assumption  agreement shall provide
for  adjustments  that shall be as nearly  equivalent as may be practical to the
adjustments  provided for in this Section 3. The successor company shall mail to
the  Holder  a notice  briefly  describing  the  assumption  agreement.  If this
Paragraph applies, Paragraph 3 (a) above does not apply.

         (l) Voluntary  Reduction.  The Company from time to time may reduce the
Exercise Price by any amount for any period of time if the period is at least 20
days and if the  reduction  is  irrevocable  during  the  period.  Whenever  the
Exercise Price is reduced,  the Company shall mail to the Holder a notice of the
reduction.  The  Company  shall mail the notice at least 15 days before the date
the reduced  Exercise  Price takes  effect.  The notice  shall state the reduced
Exercise Price and the period it will be in effect.  A reduction of the Exercise
Price does not  change or adjust  the  Exercise  Price  otherwise  in effect for
purposes of Paragraphs 3 (a) through (c) above.

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

         (n) Notices.  If (i) the Company takes any action that would require an
adjustment in the Exercise  Price pursuant to this Section 3; or (ii) there is a
liquidation or dissolution of the Company,  the Company shall mail to the Holder
a notice stating the proposed  record date for a distribution  or effective date
of a reclassification,  consolidation,  merger, transfer,  lease, liquidation or
dissolution.  The  Company  shall mail the notice at least 15 days  before  such
date.  Failure  to mail the  notice or any  defect in it shall  not  affect  the
validity of the transaction.

         (o) Determination by Company  Conclusive.  Any  determination  that the
Company or its Board of Directors  must make pursuant to this Section 3 shall be
conclusive, absent manifest error.

<PAGE>

4.       Fractional Shares.
         -----------------

If the number of Warrant Shares purchasable upon the exercise of the Warrants is
adjusted  pursuant to Section 3 hereof,  the Company shall  nevertheless  not be
required  to  issue  fractions  of  shares  upon  exercise  of the  Warrants  or
otherwise,  or to  distribute  certificates  that  evidence  fractional  shares.
Instead the Company will round any fractional share to the nearest share so that
if the fraction is less than 0.5 no share shall be issued and if the fraction is
0.5 or higher the Company shall issue one full share

5.       Redemption.
         ----------

         (a) Company's  Right to Redeem  Warrants.  On not less than thirty (30)
days notice,  the Warrants may be redeemed,  at the option of the Company,  at a
redemption price of $0.001 per Warrant (the "Redemption  Price"),  provided that
the  reported  closing  price of the Common  Stock equals or exceeds 150% of the
then  Exercise  Price for a period of 20  consecutive  trading days ending three
trading days prior to the notice of redemption.  For the purpose of this Section
5, 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  Pink  Sheets  LLC  or  similar
organization if the Common Stock is not then quoted on an inter-dealer quotation
system.  All unexercised  Warrants in the Series of Warrants must be redeemed if
any Warrants are redeemed.

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

         (c) Notice of  Redemption.  The notice of redemption  shall specify (i)
the Redemption Price; (ii) the date fixed for redemption;  (iii) the place where
the Warrant  Certificates  shall be delivered and the Redemption Price paid; and
(iv) that the right to exercise the Warrant shall terminate at 5:00 PM (New York
time) on the business day  immediately  preceding the date fixed for redemption.
The date fixed for the redemption of the Warrants shall be the Redemption Date.

<PAGE>

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

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

6.       Covenants of the Company.
         ------------------------

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

7.       Amendments.
         ----------

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

8.       Governing Law.
         -------------

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


<PAGE>



Date:                , 200_                CAREERENGINE NETWORK, INC.
         ------------


      [CORPORATE SEAL]
                                      By:
                                         --------------------------------------
                                         George W. Benoit, President


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

Countersigned:

         REGISTRAR AND TRANSFER COMPANY,
                  Warrant Agent

By:
    ----------------------------------------------
              Authorized Officer



<PAGE>

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

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

            PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

                   ------------------------------------------
                   ------------------------------------------
                   ------------------------------------------
                    [please print or type name and address]


and be delivered to

                   ------------------------------------------
                   ------------------------------------------
                   ------------------------------------------
                    [please print or type name and address]


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

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

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

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

<PAGE>

                                   ASSIGNMENT

                     To Be Executed by the Registered Holder
                           in Order to Assign Warrants

FOR VALUE RECEIVED,_______________________,  hereby sells, assigns and transfers
unto

            PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

                   ------------------------------------------
                   ------------------------------------------
                   ------------------------------------------
                    [please print or type name and address]


___________________ of the Warrants represented by this Warrant Certificate, and
hereby irrevocably  constitutes and appoints  _____________________  Attorney to
transfer this Warrant  Certificate on the books of the Company,  with full power
of substitution in the premises.

Dated:                                    X
      -------------------                 --------------------------------------
                                                  Signature Guaranteed


THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION  FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT  CERTIFICATE IN EVERY  PARTICULAR,
WITHOUT  ALTERATION  OR  ENLARGEMENT  OR  ANY  CHANGE  WHATSOEVER  AND  MUST  BE
GUARANTEED BY AN ELIGIBLE GUARANTOR  INSTITUTION (BANKS,  STOCKBROKERS,  SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.