<PAGE>



                             1996 STOCK OPTION PLAN

<PAGE>


                           CAREER CENTRAL CORPORATION
                             1996 STOCK OPTION PLAN

                                    ARTICLE 1
                                     PURPOSE

     The purpose of this 1996 Stock Option Plan (the "Plan") is to advance the
interests of Career Central Corporation, a California corporation (the
"Company"), by giving the Company's employees and others who perform substantial
services on behalf of the Company incentive through ownership of the Company's
common stock to continue in the service of the Company and thereby to help the
Company compete effectively with other enterprises for the services of qualified
individuals. This Plan is adopted under Section 408 of the California
Corporations Code.


                                    ARTICLE 2
                           STOCK SUBJECT TO THE PLAN

     Subject to adjustment as provided in Article 11, the Company is authorized
to issue options ("Options") to purchase up to 320,000 shares of its common
stock ("Shares"). Any unpurchased Shares that are subject to an Option that
terminates for any reason other than exercise shall, unless the Plan has been
terminated, become available for future grant under the Plan. The Company shall
at all times reserve for issuance pursuant to the Plan a number of its
authorized but unissued Shares equal to the number of Shares issuable under the
Plan. Exercise of an Option shall decrease the number of Shares available, both
for purposes of the Plan and for sale under the Option, by the number of Shares
as to which the Option is granted.


                                    ARTICLE 3
                                  TERM OF PLAN

     The Plan shall become effective upon its adoption by the Board of Directors
of the Company (the "Board"). Within 12 months after the date of such adoption,
the Plan shall be approved by the shareholders of the Company in the degree and
manner required under applicable state and federal law. No Option shall become
exercisable unless and until such shareholder approval has been obtained. Unless
sooner terminated under Article 10 or 11, the Plan shall terminate upon the
earlier of (a) the tenth anniversary of its adoption by the Board or (b) the
date on which all Shares available for issuance under the Plan have been issued.
Any Option outstanding under the Plan at the time of its termination shall
remain in effect in accordance with its terms and conditions and those of the
Plan.


                                       -1-

<PAGE>


                                    ARTICLE 4
                                  PARTICIPANTS

     SECTION 4.1. ELIGIBILITY. The following persons shall be eligible to
receive Options under the Plan: (a) any employee ("Employee") of the Company or
any present or future parent or subsidiary corporation of the Company
("Affiliate") as defined in Sections 424(e) and (f) of the Internal Revenue Code
of 1986, as amended (the "Code"), respectively, (b) any person who is engaged by
the Company or an Affiliate to render services and is compensated for such
services, but who is not an Employee ("Consultant") and (c) any director who is
not an Employee, whether compensated for such services or not ("Outside
Director"). Only Employees are eligible to receive Options that are intended to
be incentive options ("Incentive Options") within the meaning of Section 422 of
the Code. Employees, Consultants and Outside Directors are eligible to receive
Options that are not intended to be Incentive Options ("Nonstatutory Options").

     SECTION 4.2. PARTICIPANTS. The Board shall have the authority in its sole
discretion to select the Employees, Consultants and Outside Directors to whom
Options may from time to time be granted under the Plan ("Participants").

     SECTION 4.3. SOPHISTICATION REQUIREMENT. If the grant of an Option is
exempt from qualification under the California Corporate Securities Law of 1968
pursuant to Section 25102(f) thereof, the Board must determine that the
Participant has business or financial experience sufficient to enable the
Participant to protect his or her own interests in connection with the exercise
of the Option before granting such Participant an Option.

     SECTION 4.4. LEGAL REPRESENTATIVES. As used in the Plan, the term
"Participant" includes any person who acquires the legal right to exercise a
Participant's Options by reason of the death or incompetence of the
Participant.

                                    ARTICLE 5
                                 GENERAL TERMS

     SECTION 5.1. OPTION AGREEMENT. Grants of Options shall be evidenced by a
written option agreement ("Option Agreement"), which shall contain the
provisions that the Plan requires and may contain additional provisions that
do not conflict with the Plan as the Board deems appropriate. Each Option
Agreement shall be signed by the Participant and an officer of the Company
designated by the Board. The form of Option Agreement for use pursuant to the
Plan is attached hereto. The Board may modify said form as it deems
appropriate, subject to the provisions of the Plan. Option Agreements need
not have identical terms, but each Option Agreement shall be subject to the
Plan.

     SECTION 5.2. EXERCISE PRICE.

         5.2.1. GENERAL RULE. The exercise price of each Incentive Option shall
not be less than the fair market value of the Shares, as the Board may
determine, on the date the Option


                                      -2-
<PAGE>


is granted. The exercise price of each Nonstatutory Option shall not be less
than 85% of the fair market value of the Shares, as the Board may determine, on
the date the Option is granted.

         5.2.2. TEN PERCENT SHAREHOLDERS.  The exercise price of each Option
granted to a Participant who, at the time the Option is granted, owns, as
that term is defined in Section 424(d) of the Code, stock possessing more
than 10% of the combined voting power of all stock of the Company or of its
Affiliates, shall be at least 110% of the fair market value of the Shares, as
the Board may determine, on the date the Option is granted.

         5.2.3. DETERMINATION OF FAIR MARKET VALUE. The Board's determination of
fair market value shall be final and conclusive for the purposes of the Plan. In
determining fair market value, the Board may, but is not obligated to, obtain
and rely upon an independent appraisal. If the Company's common stock is
publicly traded, the fair market value of the Shares as of any date shall be
determined as follows: (a) if such stock is listed on a stock exchange or
national market system, fair market value shall be the closing sales price of a
share of the Company's common stock (or the closing bid price if no sales were
reported), as quoted on such exchange or system for the last market trading day
before the time of determination; or (b) if such stock is quoted on the NASDAQ
System (but not on its National Market System) or regularly quoted by a
recognized securities dealer but selling prices are not reported, fair market
value shall be the mean between the high and low asked prices for such stock for
the last market trading day before the time of determination.

     SECTION 5.3. PAYMENT OF EXERCISE PRICE; TAXES.

         5.3.1. FORM OF PAYMENT. The Participant shall pay the per Share
exercise price in full at the time of exercise by bank cashier's check or, with
the approval of the Board, a promissory note or shares of common stock of the
Company, or any combination of the foregoing such that the aggregate fair market
value of such stock (as determined by the Board) plus cash and notes equals the
total exercise price.

         5.3.2. PROMISSORY NOTES. The Company may require a promissory note to
be with full recourse, to be adequately secured by collateral other than the
Shares purchased, and to bear interest at market or above market rates (if such
rates are not usurious). It is the Company's policy not to accept promissory
notes except in unusual circumstances. Inability to pay cash is not necessarily
an unusual circumstance.

         5.3.3. WITHHOLDING TAXES. The Participant shall pay by bank cashier's
check or other form of payment acceptable to the Company, the amount of any
state or federal income or other tax that the Company is required to pay or
withhold upon exercise of an Option unless the incidence of such tax cannot
lawfully be placed on the Participant.

     SECTION 5.4. CONDITIONS TO EXERCISE. No Option may be exercised if the
transfer of Shares upon such exercise or the method of payment of consideration
for such Shares would constitute a violation of any applicable securities or
other law or regulation. Unless the Shares are registered under the Securities
Act of 1933 and any applicable state Securities law, as a condition to
exercising an Option, the Participant shall provide the Company with such
written


                                       -3-
<PAGE>

assurances as the Company deems appropriate for the Option grant and exercise to
qualify for exemption from registration. Such assurances may include, among
others, a representation that the Participant intends to hold the Shares for
investment and not for distribution to the public. The Company has no obligation
to register the Options or Shares under the Securities Act of 1933 or any other
law.

     SECTION 5.5. NO EMPLOYMENT AGREEMENT. No Option Agreement, nor anything
contained in the Plan, shall alter a Participant's status as an "at will"
employee of the Company, confer upon any Participant any right to continue in
the employ of the Company, or limit the right of the Company to terminate a
Participant's employment at any time and for any or no reason.

     SECTION 5.6. RESTRICTIONS ON TRANSFER. If transfer of the Shares is
restricted under any applicable law, each certificate representing such Shares
shall bear a legend in form and substance satisfactory to the Company reflecting
that such Shares are so restricted. The Company may also place a notation on any
certificate representing Shares purchased upon exercise of an Incentive Option.
To enforce any restrictions on transfer of the Shares, the Company may set forth
in its stock transfer records a "stop transfer" order with respect to the
Shares. The Company shall not be liable for any refusal to transfer the Shares
on the books of the Company unless the transfer complies with all terms and
conditions of any restrictions imposed on such Shares.

     SECTION 5.7. CANCELLATION OF OPTION WHEN EMPLOYMENT TERMINATES. If a
Participant exercises an Option after his or her employment or other
relationship terminates, the Company may pay to the Participant an amount equal
to the then Current Market Price (as defined in Section 7.9) of the Shares less
the exercise price of the Shares in lieu of issuing such Shares. The Company
shall not be obligated to deliver such amount to the Participant unless the
Participant accepts such payment in full satisfaction of his or her rights under
the Option exercised.

     SECTION 5.8. STANDOFF AGREEMENT. Upon delivery of a written request by
the Company or the underwriter(s) managing a registered offering of the
Company's securities, the Participant shall not sell, make any short sale of,
loan, grant any option for the purchase of, or otherwise dispose of any
Shares (other than those included in the registration, and other than to
donees who agree to be similarly bound) to the public without the prior
written consent of the Company or the underwriter(s) for such time not to
exceed 180 days following the effective date of the Company's initial public
offering as the Company or the underwriter(s) may request.

                                    ARTICLE 6
                           TERMS OF OPTION AGREEMENTS

     SECTION 6.1. LIMITATION ON INCENTIVE OPTION GRANTS. The aggregate fair
market value (determined at the time the Option is granted) of the Shares for
which one or more Incentive Options granted under the Plan (or any other
incentive stock option plan of the Company or any Affiliate) become
exercisable by a Participant for the first time during any calendar year
shall not exceed $100,000 or such other amount as may be permitted under
subsequent amendments to

                                      -4-
<PAGE>

Section 422 of the Code. To the extent that any two or more Incentive Options
violate this limitation, such excess Options shall be treated as Nonstatutory
Options. For purposes of this Section 6.1, Incentive Options shall be taken
into account in the order in which they were granted, and the fair market value
of the Shares shall be determined as of the time the Option with respect to such
Shares was granted.

         SECTION 6.2. DURATION OF OPTION.

         6.2.1. GENERAL RULE. Except as provided in this Section and Section
6.3, Options shall be exercisable only for so long as the Participant has the
same relationship with the Company as an Employee, Consultant or Outside
Director as the Participant had when the Option was granted, but not longer than
10 years after the date the Option is granted.

         6.2.2. EXERCISE FOLLOWING TERMINATION. Upon termination of a
Participant's employment or other relationship with the Company by reason of the
Participant's death or disability (within the meaning of Section 22(e)(3) of the
Code), the Participant or the Participant's estate or any person who acquires
the right to exercise the option by bequest or inheritance, may exercise the
Option at any time within one year after such termination, but only to the
extent that the Option is exercisable on the date of such termination and does
not otherwise expire. Upon termination of a Participant's employment or other
relationship with the Company by reason of the Participant's disability other
than as defined in Section 22(e)(3) of the Code, the Participant may exercise
the Option at any time within 6 months after termination, but only to the extent
that the Option is exercisable on the date of such termination and does not
otherwise expire. If Options are exercised more than 90 days after termination
of employment or other relationship with the Company by reason of the
Participant's disability other than as defined in Section 22(e)(3) of the Code,
Incentive Options shall automatically convert to Nonstatutory Options of such
Participant. Upon termination of a Participant's employment or other
relationship with the Company for any other reason, the Participant may exercise
the Option at any time within three months after such termination, but only to
the extent that the Option is exercisable on the date of such termination and
does not otherwise expire. Employment shall not be considered terminated in the
case of (a) sick leave; (b) military leave; (c) any other leave of absence
approved by the Board, provided that such leave is for a period of not more than
90 days, unless reemployment upon the expiration of such leave is guaranteed by
contract or statute; or (d) transfers between locations of the Company or
between the Company, its Affiliates or its successor. For Consultants,
employment terminates when such Consultant ceases to render services on a
periodic basis to the Company or any Affiliate.

         6.2.3. EFFECT OF CHANGE OF RELATIONSHIP. If a Participant's
employment or other relationship with the Company is terminated but the
Participant continues to be eligible under Section 4.1 of the Plan, the Board
may, in its sole discretion, elect to permit one or more of the Participant's
Options to continue as if the Participant's employment or other relationship
had not terminated, except that any such continued Option shall be a
Nonstatutory Stock Option if the Participant is no longer an Employee.

                                      -5-
<PAGE>


         6.2.4. TEN PERCENT SHAREHOLDERS. Any Option granted to a Participant
who, at the time the Option is granted, owns, as that term is defined in Section
424(d) of the Code, stock possessing more than 10% of the combined voting power
of all stock of the Company or of its Affiliates, shall be exercisable as
described in this Section 6.2, but for no longer than 5 years after the date the
Option is granted.

     SECTION 6.3. EXERCISABILITY. All Options granted under the Plan shall
become exercisable at a rate that, when considered in conjunction with all
other then unexercisable options to purchase common stock of the Company held
by the optionee, is not slower than in cumulative annual increments of 20%
per year from the date of grant. Nothing in the Plan requires Options to be
exercisable immediately upon grant.

     SECTION 6.4. EXERCISE OF OPTION. To exercise an Option for all or part
of the Shares, the Participant must do the following: (a) Provide the Chief
Financial Officer of the Company with a written notice of exercise that
specifies the number of Shares for which the Option is being exercised; (b)
Pay the total exercise price for that number of Shares and any withholding
taxes as provided in Section 5.3; (c) Provide the Company with any written
representations as required under Section 5.4; and (d) Furnish to the Company
appropriate documentation that the person(s) exercising the Option, if other
than the Participant named in the Option Agreement, have the right to do so.

     SECTION 6.5. TRANSFERABILITY OF OPTION. Options shall be transferable
only by will or the laws of descent and distribution. Only the Participant
may exercise the Options during the Participant's lifetime, except as
provided in subsection 6.2.2. Any other purported transfer or assignment of
any Option shall be void and of no effect, and shall give the Company the
right to terminate such Option as of the date of such purported transfer or
assignment.

     SECTION 6.6. NOTICE OF DISQUALIFYING DISPOSITION OF INCENTIVE OPTIONS.
Participants shall give the Company written notice of any disposition of any
Share acquired pursuant to exercise of an Incentive Option if such
disposition occurs before the second anniversary of the date the Option was
granted or the first anniversary of the date of purchase of the Share
disposed of, whichever occurs later. A disposition includes any sale,
exchange, gift, or other transfer or attempted transfer of legal title. The
notice shall include the Participant's name, the number of Shares disposed of
and the dates and prices the Shares were both acquired and disposed of.

     SECTION 6.7. ADJUSTMENTS TO OPTION RIGHTS. Subject to the general
limitations of the Plan, the Board may adjust the exercise price, term, or
any other provision of an Option by canceling and regranting the Option or by
amending or substituting the Option. Options that have been so adjusted may
have higher or lower exercise prices, have longer or shorter terms, or be
subject to different rights and restrictions than prior Options. The Board
may also adjust the number of Options granted to a Participant by canceling
outstanding Options or granting additional Options. Except for adjustments
necessary to ensure compliance with any applicable state or federal law, or
adjustments deemed appropriate to reflect a change in a Participant's duties,
employment status, or other relationship with the Company, no such adjustment
shall impair a Participant's rights under any Option Agreement without the
consent of the Participant.

                                      -6-
<PAGE>

     SECTION 6.8. IDENTIFICATION OF INCENTIVE OPTIONS. Each Option Agreement
shall state whether or not the Option is intended to qualify as an Incentive
Option. If only a portion of an Option is intended to so qualify, (a) the Option
Agreement shall so state, and (b) the Option Agreement shall not require that
the number of Incentive Options exercised reduces the size of the Nonstatutory
Option portion, or vice-versa.


                                    ARTICLE 7
                             SHARE REPURCHASE RIGHT

     SECTION 7.1. RIGHT TO REPURCHASE SHARES. In the event the Participant's
employment or other relationship with the Company is terminated for any
reason, with or without cause, the Company or its assignee may, without the
necessity of notice from the Participant, purchase all or, upon Participant's
consent, part of, the Participant's Shares under the terms and conditions of
this Article 7 (the "Share Repurchase Right").

     SECTION 7.2. TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP. For purposes
of the Plan, the phrase "employment or other relationship" refers to the
Participant's employment or other relationship with the Company on the date the
Option is granted, as follows:

     (a) If the Participant was a full-time Employee, the Participant's
employment will be deemed terminated for the purpose of the Plan if the
Participant becomes a part-time Employee, a Consultant or Outside Director.

     (b) If the Participant was a part-time Employee, the Participant's
employment will be deemed terminated FOR the purpose of the Plan if the
Participant becomes a Consultant or Outside Director but not if the Participant
becomes a full-time Employee.

     (c) If the Participant was a Consultant or Outside Director, the
Participant's relationship will be deemed terminated for the purpose of the
Plan if the nature of such relationship changes, unless the Participant
becomes a full-time Employee.

     SECTION 7.3. EXERCISE OF SHARE REPURCHASE OPTION. The Company or its
assignee shall exercise the Share Repurchase Right by giving written notice
(the "Repurchase Notice") to the Participant. If some or all of the
Participant's Shares are held by a transferee when the Participant's
employment or other relationship with the Company terminates, the Company may
repurchase the transferred Shares by giving a Repurchase Notice to the
transferee. The purchase price of the Shares shall be the greater of their
exercise price or their Current Market Price determined as of the date the
Participant's employment or other relationship with the Company terminates.
The Share Repurchase Right shall expire 60 days after the Participant gives
written notice to the Company of its right to purchase the Shares, but in any
event no longer than 90 days from termination or any other event of which the
Company has actual notice.

     SECTION 7.4. EFFECT OF FAILURE TO EXERCISE SHARE REPURCHASE RIGHT. If
the Company declines to exercise the Share Repurchase Right after a deemed
termination of a Participant's

                                       -7-
<PAGE>

employment or other relationship with the Company, it may exercise the Share
Repurchase Right upon a subsequent termination of the new employment or other
relationship.

     SECTION 7.5. PAYMENT FOR SHARES AND RETURN OF SHARES. Shares shall be
deemed repurchased when the Participant or other holder of the Shares receives a
Repurchase Notice. All rights accorded a holder of such Shares, other than the
right to payment therefor, shall cease at that time. Upon delivery of a
Repurchase Notice, the Company shall as soon as practicable thereafter deliver
the purchase price to the Company's transfer agent. The Company shall pay the
purchase price of any Shares so purchased upon tender of the certificates
representing such Shares to the Company's transfer agent. Upon delivery of a
Repurchase Notice, the Company shall immediately thereafter deliver the purchase
price to the Company's transfer agent. For purposes of the foregoing,
cancellation of any promissory note of the Participant to the Company shall be
treated as payment to the Participant in cash to the extent of the unpaid
principal and any accrued interest cancelled.

     SECTION 7.6. ASSIGNMENT OF SHARE REPURCHASE RIGHT. The Company may
assign the Share Repurchase Right to one or more persons as may be selected
by the Board.

     SECTION 7.7. TERMINATION OF SHARE REPURCHASE RIGHT. The Share Repurchase
Right shall terminate when a public market exists for the Shares. A public
market shall be deemed to exist if any of the Company's shares of common
stock have been registered under Section 5 of the Securities Act of 1933 or
Section 12 of the Securities Exchange Act of 1934, and (a) such stock is
listed on a national securities exchange or national market system or (b)
such stock is traded in the over-the-counter market and prices therefor are
published daily for 90 days in a recognized financial journal.

     SECTION 7.8. LEGENDS. Unless a public market exists for the Shares, each
certificate representing the Shares shall bear a legend in form and substance
satisfactory to the Company to the effect that the Shares are subject to the
Share Repurchase Right.

     SECTION 7.9. "CURRENT MARKET PRICE."

         7.9.1. DEFINITION. "Current Market Price" means (a) if securities of
the same class are publicly traded on an active market of substantial depth,
the recent market price of such securities; or (b) if securities of the same
class have not been so publicly traded, the price at which securities of
reasonably comparable corporations (if any) in the same industry are being
traded, subject to appropriate adjustments for the dissimilarities between
the corporations being compared. In the absence of any reliable indicator
under subsection (a) or subsection (b), the earnings history, net book value
and prospects of the Company in the light of market conditions generally, as
determined by the Board.

         7.9.2. REFERENCE TO NET BOOK VALUE. Not book value per share of the
common stock of Company shall be determined on a fully-diluted basis as of the
last day of the preceding fiscal year, as determined in accordance with
generally accepted accounting principles by the independent accountants of the
Company based on their review, but not necessarily an audit, of the Company's
financial statements. Net book value shall be calculated using the historical
cost


                                       -8-
<PAGE>


of the Company's assets as reflected on its financial statements, net of any
book depreciation reflected on the financial statements. Net book value shall
not include any unrealized gain or loss on the Company's assets or the value, if
any, of the Company's goodwill or other assets that are not reflected in its
financial statements.

         7.9.3. EFFECT ON TIME PERIODS. For purposes of the Plan, the date the
Participant's employment or other relationship is deemed to terminate shall be
deemed to be not earlier than the date the accountants deliver their written
determination of such net book value to the Company.


                                    ARTICLE 8
                             RIGHT OF FIRST REFUSAL

     SECTION 8.1. RESTRICTION ON TRANSFER. Except as expressly permitted in an
Option Agreement or the Plan, a Participant shall not transfer, encumber or
dispose of any Shares or any interest in the Shares.

     SECTION 8.2. RIGHT OF FIRST REFUSAL. In the event the Participant
proposes to sell, exchange, transfer, pledge or otherwise dispose of any
Shares (whether voluntarily or involuntarily) (collectively referred to
sometimes herein as a "Transfer"), the Company or its assignees shall have
the right to purchase such Shares under the terms and conditions of this
Article 8 (the "Right of First Refusal").

     SECTION 8.3. NOTICE OF PROPOSED TRANSFER. Before any proposed Transfer
of any Shares the Participant must deliver to the Company at its principal
office (a) a written notice describing the proposed Transfer and stating the
name of the proposed transferee, the number of Shares to be transferred, and
the consideration for which the Shares are to be transferred ("Transfer
Notice") and (b) a written offer signed by the proposed transferee (if the
proposed transfer is voluntary) to acquire the Shares on the terms specified
in the Transfer Notice, subject only to the Right of First Refusal.

     SECTION 8.4. EXERCISE OF RIGHT OF FIRST REFUSAL. If the Company
exercises the Right of First Refusal, the Company and the Participant shall
immediately consummate the sale of the Shares to the Company at the purchase
price and on the terms set forth in the Transfer Notice. To exercise the
Right of First Refusal, the Company shall deliver to the Participant a notice
of exercise of the Right of First Refusal within 30 days after the date the
Company receives the Transfer Notice. Shares shall be deemed purchased by the
Company when the Participant or other holder of the Shares receives such
notice of exercise of the Right of First Refusal. All rights accorded a
holder of such Shares, other than the right to payment therefor, shall cease
at that time. The Company shall pay the purchase price of any Shares so
purchased within 5 business days after tender of the certificates
representing such Shares to the Company's transfer agent. For this purpose,
cancellation of any promissory note from the Participant to the Company shall
be treated as payment to the Participant in cash to the extent of the unpaid
principal and any accrued interest canceled. If the Company purchases any
Shares pursuant to the Right of First Refusal, it must purchase all of the
Shares proposed to be transferred.

                                      -9-

<PAGE>

     SECTION 8.5. EXCHANGES OR OTHER TRANSFERS. When the consideration specified
in a Transfer Notice is property other than cash, the Company may nonetheless
pay the purchase price for the Shares in cash. If the consideration so specified
has a readily ascertainable fair market value, the purchase price of the Shares
shall be an amount equal to the fair market value of such consideration;
otherwise, if the Participant (a) agrees that the purchase price for the Shares
shall be the Current Market Price of the Shares determined as of the date the
Company receives the Transfer Notice; or (b) does not agree that the purchase
price for the Shares shall be the Current Market Price, then the purchase price
shall be the value of such consideration as determined in good faith by the
Company's Board of Directors.

     SECTION 8.6. FAILURE TO EXERCISE RIGHT OF FIRST REFUSAL. If the Company
fails to exercise in full the Right of First Refusal within 30 days from the
date the Company receives the Transfer Notice, the Participant may not later
than 120 days following delivery to the Company of the Transfer Notice, conclude
a Transfer of the Shares to the proposed transferee named in the Transfer Notice
on the terms and conditions described in the Transfer Notice. Any proposed
Transfer on terms and conditions different from those described in the Transfer
Notice, as well as any subsequent proposed Transfer by the Participant, shall
again be subject to the Right of First Refusal and shall require compliance by
the Participant with the procedure described in this Article 8.

     SECTION 8.7. TRANSFEREES OF THE TRANSFER SHARES. All transferees of any
Shares or any interest therein, other than the Company, shall be required as
a condition of such Transfer to agree in writing (in a form satisfactory to
the Company) that such transferee shall receive and hold such Shares or
interests subject to the provisions of the Plan, including without limitation
Articles 7 and 8 providing for the Share Repurchase Right and the Right of
First Refusal. Any sale or Transfer of any Shares shall be void unless the
provisions of this Article 8 are met.

     SECTION 8.8. SPECIAL TRANSFERS.

         8.8.1. CREDITORS' PROCEEDINGS. Upon any proposed Transfer of the
Shares in connection with any receivership, bankruptcy, extension,
readjustment, stay, composition, or other creditors' proceeding regarding a
Participant, or the taking of any of the Shares by legal process (such as
levy of execution), the Right of First Refusal shall expire 60 days after the
Company receives a Transfer Notice from the Participant; provided, however,
that the Company may not exercise its Right of First Refusal during the
pendency of a bankruptcy proceeding filed under Title 11 of the United
States Code to the extent not permitted to do so by 11 U.S.C. Section 365.
If the Company or its assignee does not exercise the Right of First Refusal,
the Shares may be transferred only pursuant to the proceeding or transaction
that gave rise to the Right of First Refusal. Shares transferred pursuant to
this subsection shall continue to be subject to the provisions of the Option
Agreement and the Plan, including without limitation Articles 7 and 8 of the
Plan.

         8.8.2. DISSOLUTION OF MARRIAGE. Shares transferred pursuant to a
distribution of Shares by a Participant to his or her spouse as such spouse's
marital, joint, or community property pursuant to a decree of divorce or
property settlement agreement, shall continue to be


                                      -10-
<PAGE>

subject to the provisions of the Option Agreement and the Plan, including
without limitation Articles 7 and 8 of the Plan, and the non employee spouse
shall provide the employee spouse a proxy to vote the Shares so long as the
employee remains with the Company.

         8.8.3. PLEDGE. A Participant may pledge Shares to the Company or a
bank or other financial institution if the pledge or security agreement under
which the Shares are pledged specifies that the pledgee shall not sell or
transfer the Shares (other than to the Participant on termination of the
pledge) without first offering them to the Company pursuant to Section 8.2.

         8.8.4. FAMILY TRANSFERS. A Participant may transfer Shares to the
Participant's spouse, any parent, step-parent, child, or grandchild of the
Participant or the Participant's spouse, any other relative of the
Participant or the Participant's spouse approved by the Board, or any trust
for the exclusive benefit of the Participant or any such person, without
first offering the same to the Company pursuant to Section 8.2. Shares so
transferred shall remain subject to the Option Agreement and the Plan. The
Right of First Refusal under subsection 8.8.1 shall then arise when the
transferee (as opposed to the Participant) proposes a Transfer in connection
with a creditor's proceeding. The Share Repurchase Right shall arise when the
Participant's employment or other similar relationship terminates, regardless
of whether the Shares have been transferred.

         8.8.5. TIME PERIODS. For purposes of this subsection, the date of the
event giving rise to the Right of First Refusal and the date the Company is
deemed to receive notice of such event shall be deemed to be not earlier than
the date the accountants deliver to the Company their written determination of
net book value for determining the Current Market Price, if applicable.

     SECTION 8.9. ASSIGNMENT OF THE RIGHT OF FIRST REFUSAL. The Company may
assign the Right of First Refusal to one or more persons as may be selected by
the Board.

     SECTION 8.10. TERMINATION OF RIGHT OF FIRST REFUSAL. The Right of First
Refusal shall terminate when a public market exists for the Shares. A public
market shall be deemed to exist if any of the Company's shares of common stock
have been registered pursuant to Section 5 of the Securities Act of 1933 or
Section 12 of the Securities Exchange Act of 1934, and (a) such stock is listed
on a national securities exchange or national market system or (b) such stock is
traded in the over-the-counter market and prices therefor are published daily
for 90 days in a recognized financial journal.

     SECTION 8.11. LEGENDS. Unless a public market exists for the Shares, each
certificate representing the Shares shall bear a legend in form and substance
satisfactory to the Company to the effect that the Shares are subject to the
Right of First Refusal.


                                    ARTICLE 9
                                  SHARE ESCROW

     SECTION 9.1. ESCROW. As security for the faithful performance of the
Option Agreement, and to ensure the availability of the Shares for delivery upon
exercise of the Share

                                     -11-
<PAGE>


Repurchase Option or the Right of First Refusal, the Company may require a
Participant to deposit each certificate representing Shares with the secretary
of the Company, or such other person as the Board may designate ("Escrow
Agent"), along with two stock assignments duly endorsed (with date and number of
shares blank). The Company may require the signatures to be guaranteed by a
national bank or a member of a national Stock Exchange. The Escrow Agent shall
then hold the certificates pursuant to the instructions set forth in this
Article and as they may be modified in any Option Agreement.

     SECTION 9.2. COPIES OF NOTICES. The Participant and the Company shall give
the Escrow Agent a copy of any Transfer Notice, Repurchase Notice, notice from
the Participant advising the Company of its right to purchase the Shares, or any
other notice required or permitted under Article 7 or 8 at the same time they
deliver such notices to the intended parties. The Company shall deliver the
purchase price of Shares held in escrow to the Escrow Agent instead of to the
holder of the Shares.

     SECTION 9.3. DELIVERY OF SHARES AND PURCHASE PRICE. Promptly upon
receipt of a Repurchase Notice or notice that the Company or its assignee is
exercising the Right of First Refusal, the Escrow Agent shall (a) date the
stock assignments necessary for the transfer in question, (b) fill in the
number of Shares being transferred, and (c) deliver the same, together with
the certificate evidencing the Shares to be transferred, to the transfer
agent of the Company's common stock. The Escrow Agent shall deliver the
purchase price to the Participant promptly after receiving it from the
Company or its assignee.

     SECTION 9.4. ATTORNEY-IN-FACT". Each Participant, by accepting the
Option Agreement, irrevocably constitutes and appoints the Escrow Agent as
Participant's attorney-in-fact and agent to execute all documents necessary
or appropriate to transfer Shares as contemplated in this Article.

     SECTION 9.5. OWNERSHIP OF THE SHARES. Each Participant shall have the full
right to vote all Shares held in the escrow and shall receive all distributions
with respect to such Shares for so long as such Participant is the record owner
of the Shares.

     SECTION 9.6. LEASE OF CERTIFICATES. Upon each Participant's written
request, the Escrow Agent shall release the Share certificates and stock
assignments with respect thereto if, and to the extent that, the restrictions
on transfer of the Shares set forth in Articles 7 and 8 terminate.

     SECTION 9.7. POWERS AND RIGHTS OF ESCROW AGENT.

         9.7.1. ESCROW AGENT'S RELIANCE. The Escrow Agent shall be obligated
only to perform such duties as are specifically set forth in the Plan and any
applicable Option Agreement. The Escrow Agent may rely and shall be protected in
relying or refraining from acting on any instrument the Escrow Agent reasonably
believes to be genuine and to have been signed or presented by the proper party
or parties. The Escrow Agent shall not be personally liable for any act or
omission as Escrow Agent or as attorney-in-fact for Participant while acting


                                      -12-
<PAGE>

reasonably and in good faith. Any act or omission pursuant to the advice of
counsel shall be deemed to be reasonable and in good faith.

         9.7.2. THIRD-PARTY BENEFICIARY. The Escrow Agent is an intended
third-party beneficiary of the Plan.

         9.7.3. WARNINGS AND COURT ORDER. The Escrow Agent is expressly
authorized to disregard any and all warnings given by any party to the escrow
or by any other person, other than orders or process of courts or arbitrators
provided for in the Plan or the Option Agreement. The Escrow Agent is
expressly authorized to comply with and obey orders, judgments, or decrees of
any court or the arbitrators provided for in the Plan. The Escrow Agent shall
not be liable to any person by reason of such compliance, notwithstanding any
such order, judgment, or decree being subsequently reversed, modified,
annulled, set aside, vacated, or found to have been entered without
jurisdiction.

         9.7.4. COUNSEL TO ESCROW AGENT. The Escrow Agent may employ legal
counsel and such other experts as the Escrow Agent deems necessary in
connection with its duties and may pay such experts reasonable compensation.

         9.7.5. RESIGNATION. The Escrow Agent may resign by giving 10 days
written notice to the Company.

         9.7.6. FURTHER INSTRUCTIONS. If the Escrow Agent reasonably requires
other or further instruments in connection with the escrow, the Company and
the affected Participant shall furnish such instructions.

         9.7.7. FEES. The Company shall pay all of the Escrow Agent's fees
and expenses in such amount as the Company and the Escrow Agent may agree.

                                   ARTICLE 10
                    ADMINISTRATION AND AMENDMENT OF THE PLAN

     SECTION 10.1. ADMINISTRATION. The Plan shall be administered by the Board
and/or by a duly appointed committee of the Board having such powers as the
Board may delegate to such committee. All references to the Board in the Plan
shall also mean the committee if one has been appointed.

     SECTION 10.2. RIGHTS AND POWERS. Subject to the Plan and, in the case of a
committee, the specific rights and powers delegated by the Board to such
committee, the Board shall have the authority and discretion to:

     (a) determine who shall be a Participant;

     (b) determine when Options are granted,


                                      -13-
<PAGE>

     (c) determine the terms and conditions of Option Agreements (which terms
and conditions may differ among Agreements);

     (d) interpret the Plan;

     (e) adopt rules and regulations for implementing the Plan; and

     (f) take such other action as is appropriate to the administration of the
Plan.

All decisions, determinations, and interpretations of the Board shall be final
and binding on all Participants.

     SECTION 10.3. TERMINATION: AMENDMENT. The Board may from time to time
suspend the Plan, terminate the Plan or amend the Plan as it deems desirable,
without further action on the part of the shareholders of the Company. The
approval of the shareholders shall be required, however, to (a) increase the
total number of Shares that may be issued under this Plan (except as otherwise
provided herein); (b) change the description of the persons eligible to be
Participants; or (c) change the minimum exercise price. Except as provided in
Article 11, or in an Option Agreement, the suspension, termination, or amendment
of this Plan shall not, without the consent of the Participant, alter or impair
any rights of the Participant under any Option Agreement.

     SECTION 10.4. REQUIREMENTS OF OTHER LAWS. In the event that the Company
becomes subject to Section 16 of the Securities Exchange Act of 1934, the
Plan shall be administered in accordance with Rule 16b-3 promulgated under
such Act, or any successor rule. Unless the Board determines otherwise in a
specific case, Options granted to persons subject to Section 16(b) of the
Securities Exchange Act of 1934 must comply with Rule 16b-3 and shall contain
such additional conditions or restrictions as may be required thereunder to
qualify for the maximum exemption from Section 16 with respect to Plan
transactions. In addition, to the extent necessary and desirable to comply
with Rule 16b-3 or with Section 422 of the Code (or any other applicable law
or regulation, including the requirements of the NASD or in established stock
exchange), the Company shall obtain shareholder approval of any Plan
amendment in such a manner and to such a degree as required.

                                   ARTICLE 11
                       ADJUSTMENT OF AND CHANGES IN STOCK

     SECTION 11.1. RECAPITALIZATIONS. If the number of the Company's outstanding
shares of common stock is changed by any stock dividend, stock split, reverse
stock split, combination or reclassification, the number of Shares subject to
the Plan and to Options outstanding, and the exercise price for such Shares,
shall be equitably adjusted as determined by the Board.

     SECTION 11.2. LIQUIDATION. In the event of the proposed liquidation or
dissolution of the Company, the Company shall notify the Participants at least
10 days before such proposed action is taken. All unexercised Options shall
terminate immediately before such event.


                                      -14-
<PAGE>

     SECTION 11.3. REORGANIZATIONS IN WHICH THE COMPANY DISAPPEARS.

         11.3.1. NOTICE OF REORGANIZATION. The Company shall give each holder of
Options at least 10 days prior written notice of (a) a sale of all or
substantially all of the Company's assets, (b) any reorganization, merger, or
consolidation of the Company with any other corporation in which the Company is
not the surviving entity (except for a transaction the principal purpose of
which is to change the state in which the Company is incorporated), or (c) any
other corporate reorganization or business combination in which the beneficial
ownership of 50% or more of the Company's voting securities outstanding is
transferred.

         11.3.2. RIGHT TO CANCEL OPTIONS. If an exercisable Option is not
exercised within 5 days before such event, the Company may cancel the Option by
paying the Participant an amount equal to the fair market value of the
consideration that the Participant would receive in exchange for the Shares
underlying the Option, less the exercise price of the Option.

         11.3.3. EXPIRATION OF OPTIONS. Unless a successor corporation or parent
or subsidiary thereof assumes the unexercised Options or substitutes options to
purchase substantially equivalent securities of the successor or its parent or
subsidiary for the Options outstanding at the time of the closing of such event,
all outstanding Options shall terminate upon such event.

     SECTION 11.4. REORGANIZATIONS IN WHICH COMPANY SURVIVES. Upon any other
merger or consolidation of the Company in which there is any adjustment in
the common stock of the Company outstanding immediately before such merger or
consolidation, there shall be substituted for each Share then subject to the
Plan, the number and kind of shares of stock or other securities or property
into which each outstanding share of common stock of the Company is converted
by such merger or consolidation.

     SECTION 11.5. OTHER CHANGES. Upon any other relevant change in the
capitalization of the Company, the Board may provide for an equitable adjustment
in the number of Shares then subject to the Plan, to any Options granted under
the Plan, and to the exercise price for such Shares as it deems appropriate.

     SECTION 11.6. NO FRACTIONAL SHARES. No right to purchase fractional
Shares shall result from any adjustment in Options pursuant to this Article.
Upon any such adjustment, the Shares subject to Options of each Participant
shall be rounded down to the nearest whole Share. The Company shall give
notice of any adjustment to each holder of Options that have been so
adjusted. Such adjustment (whether or not such notice is given) shall be
effective and binding for all purposes of the Plan.

                                      -15-
<PAGE>

                                   ARTICLE 12
                SUSPENSION OF OPTIONS TO SATISFY SECURITIES LAWS

     SECTION 12.1. POWER TO SUSPEND. The Board may suspend the exercisability of
outstanding Options from time to time if appropriate to satisfy an exemption
from registration under the Securities Act (such as SEC Rule 701) or any state
securities law.

     SECTION 12.2. MINIMUM PERIOD. The minimum period of suspension shall be
long enough to ensure that, under applicable federal or state securities
regulations, sales of stock made before the suspension will not be integrated
with sales made after the suspension.

     SECTION 12.3. MAXIMUM PERIOD. The maximum period of suspension shall only
be so long as needed to ensure that, under applicable federal or state
securities regulations, sales made before the suspension will not be aggregated
with sales made after the suspension, unless the Board, in its discretion,
determines that such aggregation will not be detrimental to the best interests
of the Company or the Participants.

     SECTION 12.4. OPTION GRANTS DURING SUSPENSION. The Company may continue to
grant Options during a period of suspension, provided that such Options are not
exercisable until after the suspension.

     SECTION 12.5. OPTION TERMINATION DURING PERIOD OF SUSPENSION. If an
outstanding Option terminates during a period of suspension or during the 90 day
period after the suspension, the Optionee shall have until 90 days after the
suspension to exercise the Option, but in no event later than 10 years after the
date of grant.

     Section 12.6. ALLOCATION OF EXERCISE RIGHTS BEFORE SUSPENSION. If the Board
believes that a number of Participants wish to exercise Options to an extent
that would result in non-compliance with an applicable federal or state
securities exemption, the Board may limit the right to exercise outstanding
Options and allocate such right among the Participants in a manner that the
Board determines to be fair.

     SECTION 12.7. ALL OPTIONS MUST BE SUSPENDED. The Board shall not suspend
any Options granted pursuant to this Plan under this Article unless it suspends
all such outstanding Options.

     SECTION 12.8. ADVICE OF COUNSEL. The Board may rely upon advice of counsel
in determining whether to suspend exercisability of the outstanding Options and
in determining the period of suspension. Nothing contained in this Plan requires
the Board to determine the length of the suspension in advance.

     SECTION 12.9. SUNSET PROVISION. This Article shall be void and of no force
and effect beginning on the date the Company becomes subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act.


                                      -16-
<PAGE>

                                   ARTICLE 13
                           INFORMATION TO PARTICIPANTS

     SECTION 13.1. INFORMATION PROVIDED. The Company shall provide to
Participant on a periodic basis (but not less than annually), financial
statements of the Company. The Company may provide other information regarding
the Company as determined by the Board in its discretion.

     SECTION 13.2. INFORMATION CONFIDENTIAL. No Participant shall disclose any
confidential information about the Company disclosed to the Participant in his
or her capacity as a holder of Options. A Participant may, however, disclose
such information to his or her legal and financial advisers in connection with
advice to be rendered by them to the Participant, or to any transferee of the
Shares, but only if the advisor or transferee agrees not to further disclose
such information or to use the information for the benefit of anyone other than
the Participant, the transferee as a holder of the Shares, or the Company.


                                   ARTICLE 14
                                   TAX STATUS

     The Company does not, by way of the Plan, any document, Option Agreement,
or otherwise, represent or warrant to any person, including the Participants,
that the grant or exercise of an Option or the subsequent disposition of Shares
obtained by the exercise of an Option pursuant to the Plan, or any other aspect
of the Plan, will have any particular tax effect.


                                   ARTICLE 15
                                 MISCELLANEOUS

     SECTION 15.1. ADDITIONAL ACTIONS AND DOCUMENTS. Each Participant shall
execute and deliver such further documents and instruments and shall take such
other further actions as may be required or appropriate to carry out the intent
and purposes of the Plan or any Option Agreement.

     SECTION 15.2. SUCCESSORS AND ASSIGNS. All obligations imposed upon the
Participants and all rights granted to the Company under the Plan, including
without limitation the provisions of Articles 7 and 8, shall be binding upon
each Participant's heirs, legal representatives, successors and assigns. The
Plan, and the Option Agreement with each Participant, shall be the sole and
exclusive source of any and all rights that a Participant and his or her heirs,
legal representatives, or successors shall have in respect to the Plan or any
Options granted hereunder.

     SECTION 15.3. NO THIRD-PARTY BENEFICIARIES. Nothing in the Plan or any
Option Agreement is or shall be intended to confer any rights or remedies on any
persons other than the Company and the Participants and their respective
successors and assigns, other than an Escrow Agent appointed pursuant to Article
9. Nothing in the Plan or any Option Agreement is or shall be intended to
relieve or discharge the obligation or liability of any third persons to any


                                      -17-

<PAGE>

Participant. No provision of the Plan or any Option Agreement shall give any
third person any right of subrogation or action over or against the Company or
any Participant.

     SECTION 15.4. AMENDMENTS, WAIVERS, AND CONSENTS. Except as provided in
the Plan, no Option Agreement shall be amended except in a writing signed by
the Participant and the Company. No waiver or consent shall be binding except
in a writing signed by the party making the waiver or giving the consent. No
waiver of any provision of an Option Agreement or consent to any action shall
constitute a waiver of any other provision or consent to any other action,
whether or not similar. No waiver or consent shall constitute a continuing
waiver or consent, except to the extent specifically set forth in writing.
For the protection of all parties, amendments, waivers, and consents
concerning Option Agreements that are not in writing and signed by the party
to be bound may be enforced only if they are detrimentally relied upon and
proved by clear and convincing evidence. Such evidence may not include the
alleged reliance.

     SECTION 15.5. NOTICE. Any notice, instruction, or communication required
or permitted to be given under the Plan or any Option Agreement to any party
shall be in writing (which may include telex, telegram, telecopier, or other
similar form of reproduction followed by a mailed hard copy) and shall be
deemed given when actually received or, if earlier, five days after deposit
in the United States Mail by certified mail, return receipt requested,
postage prepaid, or two days after deposit with a nationally recognized air
courier, fees prepaid, addressed to the principal office or residence of such
party as shown on the books of the Company, or to such other address as such
party may request by written notice. The Company and each Participant shall
make an ordinary, good faith effort to ensure that the person to be given
notice actually receives such notice.

     SECTION 15.6. ARBITRATION. At the request of any party, any and all
disputes or controversies of law, fact, or any kind arising from or relating
to the Plan or any Option Agreement shall be decided by binding arbitration
in accordance with the commercial rules of the American Arbitration
Association (except to the extent such rules are inconsistent with the
provisions of this Section). Such arbitration shall also comply with the
California Arbitration Act, except that discovery will be allowed for a
period of up to three months. Such discovery shall be conducted in accordance
with the California Code of Civil Procedure. At the request of any party, the
arbitrators, attorneys, parties to the arbitration, witnesses, experts, court
reporters, or other persons present at the arbitration shall agree in writing
to maintain the strict confidentiality of the arbitration proceedings.
Arbitration shall be conducted by a single, neutral arbitrator or, at the
election of any party, three neutral arbitrators, appointed in accordance
with the commercial rules of the American Arbitration Association. The award
of the arbitrator shall be enforceable according to the applicable provisions
of the California Code of Civil Procedure. Notwithstanding the foregoing, a
party may apply to a court of competent jurisdiction for emergency relief in
the form of a temporary restraining order pending final determination of a
claim through arbitration in accordance with this Section. The parties shall
share the costs of arbitration equally.

     SECTION 15.7. JURISDICTION AND VENUE. Each Participant consents to the
personal jurisdiction of all federal and state courts in the state of the
Participant's employment, and agrees


                                      -18-
<PAGE>


that venue shall lie exclusively in the county of the Participant's employment
if the Participant is an Employee or former Employee at the time of the dispute,
or otherwise in the county of the Company's principal place of business.

     SECTION 15.8. GOVERNING LAW. The rights and obligations of the parties
shall be governed by, and the Plan and each Option Agreement shall be
construed and enforced in accordance with, the laws of the State of
California, excluding its conflict of laws rules to the extent such rules
would apply the law of another jurisdiction. Incentive Options granted under
the Plan shall be interpreted and administered in accordance with Section 422
of the Code. If any provision is susceptible of more than one interpretation,
it shall be interpreted in a manner consistent with the Plan being an
incentive stock option plan. If any provision of the Plan or any Option
Agreement is found by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions shall continue to be fully effective.

     SECTION 15.9. PLAN GOVERNS. If there is any inconsistency between the Plan
and any documents related to the Plan, including any Option Agreement, the Plan
shall govern. Nothing in the Plan shall be construed to constitute, or be
evidence of, any right in favor of any person to receive Options hereunder or
any obligation on the part of the Company to issue Options with respect to its
common stock.


                                      -19-

<PAGE>


                            CERTIFICATE OF SECRETARY

KNOW ALL BY THESE PRESENTS:

     That the undersigned does hereby certify that the undersigned is the
Secretary of Career Central Corporation, a corporation duly organized and
existing under and by virtue of the laws of the State of California; that the
above and foregoing 1996 Stock Option Plan was duly and regularly adopted as
such by the Board of Directors on July 1, 1996 and the shareholders of said
corporation on July 1, 1996; and that the above and foregoing 1996 Stock Option
Plan is now in full force and effect.

     Dated: July 1, 1996.


                                            /s/ Jeffrey Hyman
                                            -------------------------------
                                            Jeffrey Hyman, Secretary


                                      -20-
<PAGE>

                             STOCK OPTION AGREEMENT

                   PURSUANT TO THE CAREER CENTRAL CORPORATION
                             1996 STOCK OPTION PLAN



------------------------------------        ------------------------------------
Participant
                                            ------------------------------------
                                            Address

     This Stock Option Agreement, dated as of the Date of Agreement set forth
below, is entered into between Career Central Corporation, a California
corporation and the Participant named above pursuant to the Career Central
Corporation 1996 Stock Option Plan. Capitalized terms not defined in this
Agreement are defined in the Plan.

     Pursuant to the Plan, the Company authorizes the issuance of an Option to
the Participant to purchase shares of the common stock of the Company as
follows:

     Date of Agreement
                                                           --------------
     Exercise Price Per Share                             $
                                                           --------------
     Total Number of Shares Granted
                                                           --------------
     Total Exercise Price                                 $
                                                           --------------
     Type of Option                                      Incentive Option
                                                ---------
                                                      Nonstatutory Option
                                             ---------

     Expiration Date                                         Per the Plan

     Subject to the provisions of this Agreement and the Plan, the Options
become exercisable in cumulative installments as set forth below. Exercisable
Options may be exercised from time to time until the Expiration Date set forth
above or termination of the Options as set forth in the Plan.


                                                         DATE ON WHICH
                                                         OPTIONS FIRST
     NUMBER OF SHARES                                 BECOME EXERCISABLE


                                       -1-

<PAGE>

     During the Participant's lifetime, the Option is exercisable only by the
Participant. The form of Exercise Notice and Agreement is attached hereto as
Exhibit A. The Option or this Agreement shall not be sold, pledged, assigned,
transferred or disposed of in any manner other than by will or by the laws of
descent or distribution. Any attempted sale, pledge, assignment, transfer or
other disposition of the Option shall be void and of no effect.

     If the Participant is an Employee, the Participant's status as an "at-will"
Employee is not affected by the Plan or this Agreement. The Company's right to
terminate the Participant's employment is not limited or restricted by this
Agreement or the Plan.

     The Participant and the Company agree that this Option is granted under
and governed by the terms and conditions of the Plan, which is attached to
and made a part of this Agreement. The Plan imposes substantial restrictions
on the Options and the Shares. By signing this Agreement, the Participant
acknowledges that Optionee has read and understood the Plan and agrees to be
bound by it and this Agreement, including the provisions of Articles 7 and 8
of the Plan.

OPTIONEE:                                       CAREER CENTRAL CORPORATION


                                                By:
-----------------------------                      -----------------------------
Signature
                                                Title:
-----------------------------                         --------------------------
Print Name


                                       -2-

<PAGE>

                                   EXHIBIT A

                         EXERCISE NOTICE AND AGREEMENT

Carter Central Corporation
873 Santa Cruz Avenue, #208
Menlo Park, CA 94025
Attention: Jeffrey Hyman

        RE: EXERCISE OF STOCK OPTION PURSUANT TO 1996 STOCK OPTION PLAN

     1. EXERCISE OF OPTION. Pursuant to the Career Central Corporation 1996
Stock Option Plan (the "Plan") and the Stock Option Agreement ("Option
Agreement") entered into as of__________________, 199___ between _______________
("Participant") and Career Central Corporation, a California corporation (the
"Company"), Participant hereby elects, effective as of today, _______________,
to exercise Participant's option to purchase______________ shares of common
stock (the "Shares") of the Company.

     2. PAYMENT; TAXES. Enclosed is Participant's check in the amount of
$____________, which is the full exercise price for the Shares. Participant
agrees to make appropriate arrangements with the Company for payment of
Participant's tax obligation as a result of this Option exercise.

     3. DEEMED DATE OF EXERCISE. The date of exercise shall be deemed to be
the first date (after which an Exercise Notice is filed with Company) upon
which Shares become eligible for transfer to the Participant under applicable
state and federal laws and regulatory requirements.

     4. COMPLIANCE WITH LAWS. Participant understands and acknowledges that
the purchase and sale of the Shares may be subject to approval under the
state and federal securities laws and other laws and, notwithstanding any
other provision of the Option Agreement to the contrary, the exercise of any
rights to purchase Shares is expressly conditioned upon approval (if
necessary) and compliance with all such laws.

     5. REPRESENTATIONS OF PARTICIPANT. Participant represents and warrants
to the Company, as follows:

         a) Participant has received, read and understood the Plan and the
Option Agreement and agrees to abide by and be bound by their terms and
conditions.

         b) The Options exercised herewith are exercisable according to the
schedule in the Option Agreement.


                                      -1-
<PAGE>

         c) Participant is aware of the business affairs and financial condition
of the Company and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the Shares.

         d) Participant is acquiring the Shares for investment for Participant's
own account only and not with a view to, for resale in connection with, any
"distribution" thereof within the meaning of the Securities Act of 1933, as
amended (the "Securities Act").

         e) Participant acknowledges and understands that the Shares are
"restricted securities" and have not been registered under the Securities Act in
reliance upon a specific exemption from registration. Participant acknowledges
that such exemption depends upon, among other things, the bona fide nature of
Participant's investment intent as expressed herein. Participant further
understands that the Shares must be held indefinitely unless they are
subsequently registered under the Securities Act or an exemption from such
registration is available. Participant further acknowledges and understands that
the Company is under no obligation to register the Shares. Participant
understands that the certificate representing the Shares will bear a legend that
prohibits the transfer of the Shares unless they are registered or such
registration is not required in the opinion of counsel satisfactory to the
Company, and any other legend required under applicable state securities law.

         f) Participant is aware of the adoption of Rule 701 and Rule 144, each
promulgated under the Securities Act, which, in substance, permit limited public
resale of "restricted securities" acquired, directly or indirectly from the
Company in a nonpublic offering, subject to the satisfaction of certain
conditions. Participant further understands that if the applicable requirements
of Rule 701 or Rule 144 are not satisfied, the sale of the Shares will require
registration under the Securities Act or compliance with a registration
exemption. Participant understands that no assurances can be given that any such
registration exemption will be available.

         g) Participant further agrees that Participant is acquiring the
Shams in accordance with and subject to the terms of the Option Agreement and
the Plan, including the Share Repurchase Right and the Right of First
Refusal, to all of which Participant expressly assents.

     6. REFUSAL TO TRANSFER. The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred
in violation of any of the provisions of this Agreement, the Option Agreement
or the Plan or (ii) to treat as owner of such Shares or to accord the right
to vote or receive dividends to any purchaser or other transferee to whom
such Shares shall have been so transferred.

     7. TAX CONSULTATION. Participant understands that Participant may suffer
adverse tax consequences as a result of Participant's purchase or disposition
of the Shares. Participant represents that Participant has consulted with any
tax consultants Participant

                                       -2-
<PAGE>

deems advisable in connection with the purchase or disposition of the Shares and
that Participant is not relying on the Company for any tax advice.

     8. ENTIRE AGREEMENT. The Plan and the Option Agreement are incorporated
herein by reference. This Agreement, the Plan and the Option Agreement
constitute the entire agreement of the parties and supersede in their entirety
all prior undertakings and agreements of the Company and Participant with
respect to the subject matter hereof

Submitted by:                                        Accepted by:

PARTICIPANT                                          CAREER CENTRAL CORPORATION

                                                     By:
-----------------------                                 ------------------------
Signature                                            Its:
                                                         -----------------------

ADDRESS:                                             ADDRESS:

                                                     873 Santa Cruz Avenue, #208
-----------------------                              Menlo Park, CA  94025

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

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

Social Security Number:

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


                                      -3-