EXHIBIT 4.2

                                TALX CORPORATION,

                            FIRST ALBANY CORPORATION

                                       and

                      PRINCIPAL FINANCIAL SECURITIES, INC.





                                WARRANT AGREEMENT

                          Dated as of October 22, 1996
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                                WARRANT AGREEMENT


         WARRANT AGREEMENT dated as of October 22, 1996 among TALX CORPORATION,
a Delaware corporation (the "Company"), FIRST ALBANY CORPORATION ("First
Albany") and PRINCIPAL FINANCIAL SECURITIES, INC. ("Principal"), and, together
with First Albany, the "Representatives").

         The Company and the Representatives have entered into an Underwriting
Agreement of even date herewith.

         The Company proposes to issue to the Representatives warrants as
hereinafter described (the "Representatives' Warrants") to purchase up to an
aggregate of 100,000 shares, subject to adjustment as hereinafter provided (the
"Shares"), of the Company's Common Stock, par value $.0l per share (the "Common
Stock").

         In consideration of the premises and the mutual agreements herein set
forth and for other good and valuable consideration, the parties hereto agree as
follows:

         1. Issuance of Warrants; Form of Warrant. As more fully set forth
below, the Company will issue, sell and deliver the Representatives' Warrants to
the Representatives or their bona fide officers or partners, as named by the
Representatives in accordance with Section 4(a)(i) of the Underwriting
Agreement, for an aggregate price of $100 concurrently with the closing (the
"Closing") under the Underwriting Agreement relating to the public offering,
pursuant to a registration statement on Form S-1 (File No. 333-10969) (the
"Registration Statement"), of 2,000,000 shares of Common Stock (plus an option
to purchase up to an additional 300,000 shares of Common Stock to cover
over-allotments). Specifically, at the Closing, the Company will issue, sell and
deliver (a) 50,000 of the Representatives' Warrants to First Albany or its bona
fide officers or partners for an aggregate price of $50 and (b) 50,000 of the
Representatives' Warrants to Principal or its bona fide officers or partners for
an aggregate price of $50. The form of the Representatives' Warrants shall be
substantially as set forth in Exhibit A attached hereto. The Representatives'
Warrants shall be executed on behalf of the Company by the manual or facsimile
signature of the present or any future Chairman of the Board, President or Vice
President of the Company, under its corporate seal, affixed or in facsimile,
attested by the manual or facsimile signature of the present or any future
Secretary or Assistant Secretary of the Company.

         2. The Representatives' Warrants shall be numbered and shall be
registered in a Representatives' Warrant register as they are issued. The
Company shall be entitled to treat the registered holder of any Representatives'
Warrant on the Representatives' Warrant register (the "Warrant Holder") as the
owner in fact thereof for all purposes and shall not be bound to recognize any
equitable or other claim to or interest in such Representatives' Warrant on the
part of any other person, and shall not be liable for any registration of
transfer of Representatives' Warrants which are registered or are to be
registered in the name of or at the direction of a fiduciary or the nominee of a
fiduciary unless made with the actual knowledge 

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that a fiduciary or nominee is committing a breach of trust in requesting such
registration of transfer, or with such knowledge of such facts that its
participation therein amounts to bad faith. The Representatives' Warrants shall
be registered initially in the name of "First Albany Corporation" and "Principal
Financial Securities, Inc.", as the case may be, in such denominations as First
Albany and Principal may request in writing to the Company; provided however,
that prior to the Closing, First Albany and Principal may each designate that
their respective Representatives' Warrants be issued in varying amounts directly
to their respective bona fide officers or partners and not to each of them
directly in accordance with Section 4(a)(i) of the Underwriting Agreement. Such
designation will only be made by First Albany and Principal if they each
determine such issuances would not violate the rules and interpretations of the
Board of Governors of the National Association of Securities Dealers, Inc. (the
"NASD") relating to the review of corporate financing arrangements and subject
to applicable federal and state securities law.

         3. Transfer of Warrants. The Representatives' Warrants may not be
transferred, assigned, pledged, hypothecated, sold, made subject to a security
interest, or otherwise transferred, in part or in whole, prior to the first
anniversary of the effective date of the Registration Statement (the "Effective
Date"), except to the bona fide officers or partners of the Representatives, and
subject to applicable federal and state securities law, and only on the books of
the Company upon delivery thereof duly endorsed by the Warrant Holder or by his
duly authorized attorney or representative, or accompanied by proper evidence of
succession, assignment or authority to transfer. In all cases of transfer by an
attorney, the original power of attorney, duly approved, or an official copy
thereof, duly certified, shall be deposited with the Company. In case of
transfer by executors, administrators, guardians or other legal representatives,
duly authenticated evidence of their authority shall be produced and may be
required to be deposited with the Company in its discretion. Upon any
registration of transfer, the Company shall deliver a new Representatives'
Warrant or new Representatives' Warrants to the persons entitled thereto. A
Representatives' Warrant may be exchanged at the option of the Warrant Holder
thereof for another Representatives' Warrant, or other Representatives' Warrants
of different denominations, of like tenor and representing in the aggregate the
right to purchase a like number of shares of Common Stock upon surrender to the
Company or its duly authorized agent. Notwithstanding the foregoing, the Company
shall have no obligation to cause a Representatives' Warrant to be transferred
on its books to any person unless the Warrant Holder thereof shall furnish to
the Company evidence of compliance with the Securities Act of 1933, as amended
(the "Act"), and applicable state securities law, in accordance with the
provisions of Section 10 of this Agreement.

         4. Term of Warrants; Exercise of Warrants. Each Representatives'
Warrant entitles the Warrant Holder thereof to purchase one Share at a purchase
price of $10.80 per Share (the "Exercise Price") at any time from the first
anniversary of the Effective Date (except as otherwise set forth herein) until
5:00 p.m., New York City time (the "Close of Business"), on the day immediately
preceding the fifth anniversary of the Effective Date (the "Expiration Date").
The Exercise Price and the Shares issuable upon exercise of each

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Representatives' Warrant are subject to adjustment upon the occurrence of
certain events, pursuant to the provisions of Section 8 of this Agreement.
Subject to the provisions of this Agreement, each Warrant Holder shall have the
right, which may be exercised as set forth in such Representatives' Warrant, to
purchase from the Company (and the Company shall issue and sell to such Warrant
Holder) the number of fully paid and nonassessable Shares specified in such
Representatives' Warrant, upon surrender to the Company, or its duly authorized
agent, of such Representatives' Warrant, with the form of election to purchase
attached thereto duly completed and signed, with (if requested by the Company
within two business days of surrender of the Warrant with the election to
purchase) signatures guaranteed by a member firm of a national securities
exchange, a commercial bank (not a savings bank or savings and loan association)
or trust company located in the United States or a member of the NASD, and upon
payment to the Company of the Exercise Price, as adjusted in accordance with the
provisions of Section 8 of this Agreement, for the number of Shares in respect
of which such Representatives' Warrant is then exercised. Payment of such
Exercise Price may be made in cash or by check payable to the order of the
Company in the amount obtained by multiplying the number of Shares for which
such Representatives' Warrant is then being exercised by the Exercise Price then
in effect (such amount, the "Exercise Payment"), except that the Warrant Holder
may, at its option, elect to pay the Exercise Payment by cancelling a portion of
such Representatives' Warrant that is equal to the number of shares determined
by dividing the Exercise Payment by the current market price (as defined in
paragraph (d) of Section 8) of a share of Common Stock as of the date of
exercise. Except as set forth in Section 8(c), no adjustment shall be made for
any dividends on any Shares issuable upon exercise of a Representatives'
Warrant. Upon each surrender of Representatives' Warrants and payment of the
Exercise Payment as aforesaid, the Company shall issue and cause to be delivered
with all reasonable dispatch to or upon the written order of the Warrant Holder
and (subject to receipt of evidence of compliance with the Act and applicable
state securities laws in accordance with the provisions of Section 10 of this
Agreement) in such name or names as such Warrant Holder may designate, a
certificate or certificates for the number of full Shares so purchased upon the
exercise of such Representatives' Warrant, together with cash, as provided in
Section 9 of this Agreement, in respect of any fractional Shares otherwise
issuable upon such surrender. Such certificate or certificates shall be deemed
to have been issued, and any person so designated to be named therein shall be
deemed to have become a holder of record of such Shares, as of the date of the
surrender of such Representatives' Warrant and payment of the Exercise Payment
as aforesaid; provided, however, that if, at the date of surrender of such
Representatives' Warrant and payment of such Exercise Payment, the transfer
books for the Common Stock or other class of stock purchasable upon the exercise
of such Representatives' Warrant shall be closed, the certificates for the
Shares shall be issuable as of the date on which such books shall next be opened
(whether before, on or after the Expiration Date) and until such date the
Company shall be under no duty to deliver any certificate for such Shares;
provided further, however, that the transfer books of record, unless otherwise
required by law, shall not be closed at any one time for a period longer than 4
days. The rights of purchase represented by a Representatives' Warrant shall be
exercisable, at the election of the Warrant Holder thereof, either in full or
from time to time in part and, in the event that any Representatives' Warrant is

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exercised in respect of less than all of the Shares purchasable on such exercise
at any time prior to the Expiration Date, a new Representatives' Warrant or new
Representatives' Warrants will be issued for the remaining number of Shares
specified in the Representatives' Warrant or Representatives' Warrants so
surrendered.

         5. Payment of Taxes. The Company will pay all documentary stamp taxes,
if any, attributable to the issuance of Shares upon the exercise of a
Representatives' Warrant; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Shares in a name
other than that of the Warrant Holder who exercised the Representatives' Warrant
in respect of which such Shares are issued.

         6. Mutilated or Missing Warrants. In case any Representatives' Warrant
shall be mutilated, lost, stolen or destroyed, the Company shall issue and
deliver in exchange and substitution for and upon cancellation of the mutilated
Representatives' Warrant, or in lieu of and substitution for the
Representatives' Warrant lost, stolen or destroyed, a new Representatives'
Warrant of like tenor and representing an equivalent right or interest, but only
upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction of such Representatives' Warrant or an indemnity, also
reasonably satisfactory to the Company. An applicant for such substitute
Representatives' Warrant shall also comply with such other reasonable
regulations and pay such other reasonable charges as the Company may prescribe.

         7. Reservation of Shares, etc. There have been reserved, and the
Company shall at all times keep reserved, out of the authorized and unissued
Common Stock, an aggregate number of shares of Common Stock sufficient to
provide for the exercise of the rights of purchase represented by the
outstanding Representatives' Warrants. After the effective date of the Company's
initial public offering, the transfer agent for the Common Stock (the "Transfer
Agent"), and every subsequent Transfer Agent, if any, for Shares issuable upon
the exercise of any of the rights of purchase represented by the
Representatives' Warrants, will be irrevocably authorized and directed at all
times until the Expiration Date to reserve such aggregate number of authorized
and unissued shares as shall be required for such purpose. The Company will keep
a copy of this Agreement on file with the Transfer Agent and with every
subsequent Transfer Agent for any Shares issuable upon the exercise of the
rights of purchase represented by the Representatives' Warrants. The Company
will supply any such Transfer Agent with duly executed stock certificates for
such purpose and will itself provide or otherwise make available any cash which
may be distributable as provided in Section 9 of this Agreement. Any
Representatives' Warrant surrendered in the exercise of the rights thereby
evidenced shall be cancelled, and until delivery to the person surrendering such
Representatives' Warrant of Stock Certificates representing the Shares to be
issued to such person as a result of such exercise, such cancelled
Representatives' Warrant shall constitute sufficient evidence of the number of
Shares that have been issued upon the exercise of such Representatives' Warrant.

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No shares of Common Stock shall be subject to reservation in respect of any
unexercised Representatives' Warrant subsequent to the Expiration Date.

         8. Adjustments of Exercise Price and Number of Shares. The Exercise
Price and the number and kind of securities purchasable upon exercise of each
Representatives' Warrant shall be subject to adjustment from time to time upon
the happening of certain events, as follows:

                  (a) In case the Company shall (i) declare a dividend on its
Common Stock in shares of Common Stock or make a distribution in shares of
Common Stock, (ii) subdivide its outstanding shares of Common Stock into a
greater number of shares of Common Stock, (iii) combine its outstanding shares
of Common Stock into a smaller number of shares of Common Stock or (iv) issue by
reclassification of its shares of Common Stock other securities of the Company,
other than any such reclassification to which paragraph (j) applies, the number
of Shares purchasable upon exercise of each Representatives' Warrant immediately
prior thereto shall be adjusted so that the Warrant Holder shall be entitled to
receive the kind and number of Shares or other securities of the Company which
he would have owned or have been entitled to receive after the happening of any
of the events described above, had such Representatives' Warrant been exercised
immediately prior to the happening of such event or any record date with respect
thereto. An adjustment made pursuant to this paragraph (a) shall become
effective immediately after the effective date of such event, retroactive to the
record date, if any, for such event.

                  (b) In case the Company shall issue rights, options or
warrants to all holders of its Common Stock, entitling them to subscribe for or
to purchase shares of Common Stock or securities convertible into Common Stock
at a price per share (or having a conversion price per share) that is lower on
the record date for the determination of stockholders entitled to receive such
rights, options or warrants than the then current market price per share of
Common Stock (as defined in paragraph (d) below), the number of Shares
thereafter purchasable upon the exercise of each Representatives' Warrant shall
be determined by multiplying the number of Shares theretofore purchasable upon
exercise of each Representatives' Warrant by a fraction, of which the numerator
shall be the number of shares of Common Stock outstanding at the close of
business on the record date for the determination of stockholders entitled to
receive such rights, options or warrants plus the number of additional shares of
Common Stock offered for subscription or purchase (or into which the convertible
securities so offered are initially convertible), and of which the denominator
shall be the number of shares of Common Stock outstanding at the close of
business on the record date for the determination of stockholders entitled to
receive such rights, options or warrants plus the number of shares which the
aggregate offering price of the total number of shares of Common Stock so
offered (or the aggregate initial conversion price of the convertible securities
so offered) would purchase at the then current market price per share of Common
Stock. Such adjustment shall be made whenever such rights, options or warrants
are issued, 

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and shall become effective retroactively to the record date for the
determination of stockholders entitled to receive such rights, options or
warrants.

                  (c) In case the Company shall distribute to all holders of its
Common Stock shares of stock (other than Common Stock) or evidences of its
indebtedness or assets (excluding cash dividends out of retained earnings and
dividends or distributions referred to in paragraph (a) of this Section 8) or
rights, options or warrants or convertible or exchangeable securities
containing the right to subscribe for or purchase shares of Common Stock
(excluding those referred to in paragraph (b) above), then in each case the
number of Shares thereafter purchasable upon the exercise of each
Representatives' Warrant shall be determined by multiplying the number of Shares
theretofore purchasable upon the exercise of each Representatives' Warrant by a
fraction, of which the numerator shall be the current market price per share of
Common Stock (as defined in paragraph (d) below) on the record date mentioned
below in this paragraph (c), and of which the denominator shall be the current
market price per share of Common Stock on such record date, less the then fair
value (as determined by the Board of Directors of the Company, whose
determination shall be conclusive) of the portion of the shares of stock or
assets or evidences of indebtedness so distributed or of such subscription
rights, options or warrants, or of such convertible or exchangeable securities
applicable to one share of Common Stock. Such adjustment shall be made whenever
any such distribution is made, and shall become effective on the date of
distribution, retroactive to the record date for the determination of
stockholders entitled to receive such distribution.

                  (d) For the purpose of any computation under paragraphs (b)
and (c) of this Section 8 or under Section 4 or Section 9, the current market
price per share of Common Stock at any date shall be deemed to be the average of
the daily closing prices per share for the 30 consecutive trading days
commencing 45 trading days before the date of such computation. The closing
price for each day shall be the last reported sale price regular way or, in case
no such reported sale takes place on such day, the average of the closing bid
and asked prices regular way for such day, in either case on the principal
national securities exchange on which the shares are listed or admitted to
trading, or if the Common Stock is not listed or admitted to trading on any
national securities exchange, but is traded in the over-the-counter market, the
closing sale price of the Common Stock or, in case no sale is publicly reported,
the average of the closing bid and asked quotations for the Common Stock on the
Nasdaq National Market System ("NASDAQ") or any comparable system, or if the
Common Stock is not listed on NASDAQ or a comparable system, the closing sale
price of the Common Stock or, in case no sale is publicly reported, the average
of the closing bid and asked prices as furnished by two members of the NASD
selected from time to time by the Company for that purpose.

                  (e) No adjustment in the number of Shares purchasable upon
exercise of each Representatives' Warrant shall be required unless such
adjustment would require an increase or decrease of at least one percent (1%) in
the number of Shares purchasable upon the exercise of each Representatives'
Warrant; provided, however, that any adjustments which by 

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reason of this paragraph (e) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
shall be made to the nearest one thousandth of a share.

                  (f) Whenever the number of Shares purchasable upon the
exercise of each Representatives' Warrant is adjusted, as herein provided, the
Exercise Price shall be adjusted by multiplying such Exercise Price immediately
prior to such adjustment by a fraction, of which the numerator shall be the
number of Shares purchasable upon the exercise of each Representatives' Warrant
immediately prior to such adjustment, and of which the denominator shall be the
number of Shares so purchasable immediately thereafter.

                  (g) For the purpose of this Section 8, the term "shares of
Common Stock" shall mean (i) the class of stock designated as the Common Stock
of the Company at the date of this Agreement or (ii) any other class of stock
resulting from successive changes or reclassification of such shares consisting
solely of changes in par value, or from par value to no par value, or from no
par value to par value. In the event that at any time, as a result of an
adjustment made pursuant to paragraph (a) above, any Warrant Holder shall become
entitled to purchase any shares of capital stock of the Company other than
shares of Common Stock, thereafter the number of such other shares so
purchasable upon exercise of each Representatives' Warrant and the Exercise
Price of such shares shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions with
respect to the Shares contained in this Section 8, and the provisions of
Sections 4, 5, 7 and 12, with respect to the Shares, shall apply on like terms
to any such other shares.

                  (h) The Company may at its option, at any time during the term
of a Representatives' Warrant, reduce, either temporarily or permanently, the
then current Exercise Price to any amount deemed appropriate by the Board of
Directors of the Company; provided, however, that any such reduction may be
temporary only to the extent that Warrant Holders receive written notice from
the Company stating the term of such temporary reduction; and further provided,
that following the expiration of such temporary reduction, the Exercise Price
may not be raised to an amount in excess of the Exercise Price in effect
immediately prior to such temporary reduction.

                  (i) Whenever the number of Shares purchasable upon the
exercise of each Representatives' Warrant or the Exercise Price of such Shares
is adjusted, as herein provided, the Company shall promptly mail by first class
mail, postage prepaid, to each Warrant Holder notice of such adjustment or
adjustments. The Company may, but is not required to, retain a firm of
independent public accountants (who may be the regular accountants employed by
the Company) to make any computation required by this Section 8 and shall cause
such accountants to prepare a certificate setting forth the number of Shares
purchasable upon the exercise of each Representatives' Warrant and the Exercise
Price of such Shares after such adjustment, setting forth a brief statement of
the facts requiring such adjustment and setting forth the computation by which
such adjustment was made. Such a certificate from a firm of 
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independent public accountants shall be conclusive evidence of the correctness
of such adjustment, and each Warrant Holder shall have the right to inspect on
reasonable prior written notice to the Company such certificate during
reasonable business hours.

                  (j) In case of any consolidation of the Company with or merger
of the Company with and into another corporation or any consolidation with or
merger of any other corporation into the Company (other than a merger which does
not result in a reclassification, conversion, exchange or cancellation of Shares
and in which the Company is the surviving corporation) or in case of any sale or
conveyance to another corporation of the property of the Company as an entirety
or substantially as an entirety, (i) notwithstanding the provisions of Section 4
hereof, each Warrant Holder shall have the right to exercise any
Representatives' Warrant then held immediately prior to such consolidation,
merger, sale or conveyance upon payment of the Exercise Price then in effect and
(ii) with respect to any Representatives' Warrants which are not exercised as
provided in clause (i) above, the Company or such successor or purchasing
corporation (or an affiliate of such successor or purchasing corporation), as
the case may be, agrees that each Warrant Holder shall have the right after the
happening of any such consolidation, merger, sale or conveyance upon payment of
the Exercise Price in effect immediately prior to such action to purchase upon
exercise of each Representatives' Warrant the kind and amount of shares and
other securities and property which he would have owned or have been entitled to
receive after the happening of such consolidation, merger, sale or conveyance
had such Representatives' Warrant been exercised immediately prior to such
action and the Securities issued upon such exercise been held since the date of
such exercise. The provisions of this paragraph (j) shall similarly apply to
successive consolidations, mergers, sales or conveyances.

                  (k) Notwithstanding any adjustment in the Exercise Price or
the number or kind of shares purchasable upon the exercise of a Representatives'
Warrant pursuant to this Agreement, a certificate for a Representatives' Warrant
issued prior or subsequent to such adjustment may continue to express the same
price and number and kind of shares as are initially issuable pursuant to this
Agreement.

                  (l) Notwithstanding the foregoing, in the event that the
Company shall distribute "poison pill" rights pursuant to a "poison pill"
stockholder rights plan (the "Rights"), the Company shall, in lieu of making any
adjustment pursuant to Section 8(b) or Section 8(c) hereof, make proper
provision so that each Warrant Holder who exercises a Representatives' Warrant
after the record date for such distribution and prior to the expiration or
redemption of the Rights shall be entitled to receive upon such exercise, in
addition to the Shares issuable upon such exercise, a number of Rights to be
determined as follows: (i) if such exercise occurs on or prior to the date for
the distribution to the holders of Rights of separate certificates evidencing
such Rights (the "Distribution Date"), the same number of Rights to which a
holder of a number of shares of Common Stock equal to the number of Shares
issuable upon such exercise at the time of such exercise in accordance with the
terms and provisions of and applicable to the Rights; and (ii) if such exercise
occurs after the Distribution Date,

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the same number of Rights to which a holder of the number of Shares into which
the Representatives' Warrant so exercised was exercisable immediately prior to
the Distribution Date would have been entitled on the Distribution Date in
accordance with the terms and provisions of and applicable to the Rights.

         9. Fractional Interests. The Company shall not be required to issue
fractions of Shares on the exercise of a Representatives' Warrant. If more than
one Representatives' Warrant shall be presented for exercise in full at the same
time by the same Warrant Holder, the number of Shares which shall be issuable
upon the exercise thereof shall be computed on the basis of the aggregate number
of Shares purchasable on exercise of the Representatives' Warrants so
presented. If any fraction of a Share would, except for the provisions of this
Section 9, be issuable on the exercise of any Representatives' Warrant (or
specified portions thereof), the Company shall purchase such fraction from the
Warrant Holder for an amount in cash equal to the same fraction of the current
market price per share of Common Stock (determined as provided in paragraph (d)
of Section 8) on the date of exercise.

         10. Certain Covenants

         Each Warrant Holder of any Representatives' Warrants by accepting the
same consents and agrees with the Company that:

                  (a) Such Warrant Holder understands that neither the
Representatives' Warrants nor the Shares may be assigned, pledged, hypothecated,
sold, made subject to a security interest, or otherwise transferred unless
pursuant to either (1) an effective registration statement for such Warrant
Holders' Warrants and Shares under the Act or (2) any available rule or
exemption from registration under the Act permitting such disposition of
securities and an opinion of counsel prepared at the expense of the Warrant
Holder (which counsel may be an employee of the Warrant Holder), reasonably
satisfactory to counsel for the Company, that an exemption from such
registration is available.

                  (b) The Representatives' Warrants and the securities issuable
upon exercise of the Representatives' Warrants are transferrable only on the
registry books of the Company if surrendered at the principal office of the
Company (or, in the case of the securities issuable upon exercise, the Transfer
Agent), duly endorsed, or accompanied by a proper instrument of transfer,
subject to the terms and conditions hereof.

                  (c) Each of the Warrant Holders hereby acknowledges and agrees
that exercise of any Representatives' Warrants shall not be permitted until the
Company shall have received reasonably satisfactory documentation that such
exercise is exempt under applicable federal and state securities laws. Each of
the Warrant Holders agrees to execute such other documents and instruments as
counsel for the Company reasonably deems necessary to effect the compliance of
the issuance of any shares of Common Stock issuable upon exercise hereof with
any applicable federal and state securities laws.

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                  (d) The Company may deem and treat the person in whose name a
Representatives' Warrant is registered as the absolute owner thereof
(notwithstanding any notations of ownership or writing on such Representatives'
Warrant made by any person other than the Company) for all purposes whatsoever,
and the Company shall not be affected by any notice to the contrary.

         11. Certificates to Bear Legends. Each Representatives' Warrant shall
be subject to a stop-transfer order and the certificate or certificates therefor
shall bear the following legend:

                  THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
                  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                  AMENDED (THE "ACT"), OR ANY STATE SECURITIES ACT AND NEITHER
                  THE WARRANTS REPRESENTED BY THIS CERTIFICATE NOR THE
                  SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED OR
                  SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION
                  STATEMENT UNDER THE ACT OR (ii) ANY AVAILABLE RULE OR
                  EXEMPTION FROM REGISTRATION UNDER SUCH ACT RELATING TO THE
                  DISPOSITION OF SECURITIES AND AN OPINION OF COUNSEL,
                  REASONABLY SATISFACTORY TO COUNSEL FOR THIS COMPANY, THAT AN
                  EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

         The Shares or other securities issued upon exercise of a
Representatives' Warrant shall be subject to a stop-transfer order and the
certificate or certificates evidencing any such Shares or securities shall bear
a legend in substantially the following form:

                  THE SHARES OR SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
                  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                  AMENDED (THE "ACT"), OR ANY STATE SECURITIES ACT AND THE
                  SHARES OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE MAY
                  NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE
                  REGISTRATION STATEMENT UNDER THE ACT, OR (ii) ANY AVAILABLE
                  RULE OR EXEMPTION FROM REGISTRATION UNDER SUCH ACT RELATING TO
                  THE DISPOSITION OF SECURITIES AND AN OPINION OF COUNSEL,
                  REASONABLY SATISFACTORY TO COUNSEL FOR THIS COMPANY, THAT AN
                  EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

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<PAGE>

         12. Registration Rights.

         (a) Demand Registration Rights. The Company covenants and agrees with
the Representatives and any other or subsequent Warrant Holder(s) or registered
holder(s) of Shares or registered holder(s) of other securities for which the
Representatives' Warrants become exercisable (collectively, the "Warrant
Holders" and each a "Warrant Holder") that, upon written request (a
"Registration Request") of the then Warrant Holder(s) of at least a majority of
the securities issued and issuable pursuant to the Representatives' Warrants,
including Shares or other securities for which the Representatives' Warrants
become exercisable, if issued, made at any time within the period commencing on
the first anniversary of the Effective Date and ending at the Close of Business
on the date immediately preceding the fifth anniversary of the Effective Date,
the Company will file as soon as reasonably practicable and, in any event,
within 45 days after receipt of such written request, at its sole expense, no
more than once, a registration statement or a Regulation A offering statement
(as requested by the Warrant Holders and if permitted under the Securities Act)
registering or qualifying the Shares or other securities for which the
Representatives' Warrants become exercisable for sale. Within 15 days after
receiving any such notice, the Company shall give notice to the other Warrant
Holders advising that the Company is proceeding with such registration statement
or Regulation A offering statement and offering to include therein the Shares or
other securities for which the Representatives' Warrants become exercisable of
such Warrant Holders. The Company shall not be obligated to any such other
Warrant Holder unless such other Warrant Holder shall accept such offer by
notice in writing to the Company within 10 days after receipt of such notice
from the Company. The Company will use its reasonable best efforts, through its
officers, directors, auditors and counsel in all matters necessary or advisable,
to file and cause to become effective such registration statement or Regulation
A offering statement (if permitted under the Securities Act) as promptly as
practicable and (A) if the Company is eligible to register the Shares on a
registration statement on Form S-3 (and the Company shall use its reasonable
best efforts to cause the Company to be so eligible), until the earlier of (i)
the Shares or other securities issued and issuable pursuant to the
Representatives' Warrants and covered by such registration statement have been
sold under such registration statement or under a registration statement
described in Section 12(b), or (ii) such time after the second anniversary of
the issuance of such Shares or other securities as such Shares or other
securities may be sold without registration under the Act, or (B) if the Company
is not eligible to register such Shares or other securities on a registration
statement on Form S-3, for a period of one year after effectiveness, to reflect
in the registration statement or Regulation A offering statement (if permitted
under the Securities Act) financial statements which are prepared in accordance
with Section 10(a)(3) of the Act and any facts or events arising that,
individually or in the aggregate, represent a fundamental or material change in
the information set forth in the registration statement or Regulation A offering
statement. If any registration pursuant to this paragraph (a) is an underwritten
offering, the Company will select an underwriter (or managing underwriter if
such offering should be syndicated) approved by the Warrant Holders of a
majority of the Representatives' Warrants or Shares or other securities for
which the Representatives' Warrants become exercisable to be included in

                                       11
<PAGE>

such registration which approval shall not be unreasonably withheld.
Notwithstanding the foregoing, the Company may postpone the filing of such
registration statement or offering statement for a reasonable period of time
after receipt of the original written Registration Request (not exceeding 90
days) if, in the good faith opinion of the Company's Board of directors,
effecting the registration would adversely affect a material or other comparable
transaction or would require the Company to make public disclosure of
information the public disclosure of which would have a material adverse effect
upon the Company. Further, the Company may include in such registration other
securities of the same class as the Shares for sale for its own account or for
the account of any other person.

                  (b) Piggyback Registration Rights. The Company covenants and
agrees with the Representatives and any other or subsequent Warrant Holder(s)
that if, at any time within the period commencing on the first anniversary of
the Effective Date and ending at the Close of Business on the day immediately
preceding the sixth anniversary of the Effective Date, it proposes to register
any class of security under the Act in a primary registration on behalf of the
Company or in a secondary registration on behalf of holders of such securities
and the registration form to be used may be used for registration of the Shares
or other securities for which the Representatives' Warrants become exercisable,
the Company will give prompt written notice (which, in the case of a
registration pursuant to the exercise of demand registration rights other than
those provided in Section 12(a) of this Agreement, shall be within 10 business
days after the Company's receipt of notice of such exercise and, in any event,
shall be at least 45 days prior to the effective date of such filing) to each
Warrant Holder (regardless of whether the Warrant Holder shall have theretofore
availed himself or herself of the right provided in Section 12(a)) at the
addresses appearing on the records of the Company of its intention to effect a
registration. The Company will offer to include in such registration such number
of Shares or other securities for which the Representatives' Warrants are
exercisable with respect to which the Company has received written requests for
inclusion therein within 10 days after receipt of notice from the Company;
provided, that if such registration is to be underwritten, the Company shall not
be required to include the Shares or other securities for which the
Representatives' Warrants become exercisable in such registration to the extent
the managing underwriter(s) determines in good faith that the number of Shares
requested to be included in such registration exceed the number which can be
sold in such offering without a material reduction in the selling price
anticipated to be received for the securities to be sold in such offering; and
provided, further, that the Company shall not be required to include the other
securities to the extent such inclusion would violate or cause a breach of the
provisions of any registration rights granted to third parties prior to the date
of this Agreement (including, without limitation, the protection of the priority
of certain holders relating to the limitation on the amount of securities to be
included in an underwritten offering which right of protection was granted to
such holders pursuant to the Amended and Restated Preferred Stock Purchase
Agreement dated December 23, 1988 among the Company, Mitek Industries, Inc.
("Mitek"), Intech Group Inc. ("Intech"), Gateway Venture Partners, II, L.P.
("Gateway"), Zinsmeyer Trusts Partnership ("Zinsmeyer") and Missouri Venture
Partners, L.P.; the Securities Purchase Agreement dated November 28, 1990 among
the Company, Mitek, Intech, Gateway 

                                       12
<PAGE>

and Zinsmeyer; and the Registration Rights Agreement dated March 15, 1994 among
the Company, Intech and Intech Partners, L.P.). All registrations requested
pursuant to this Section (b) are referred to herein as "Piggyback
Registrations". This paragraph is not applicable to a registration statement
filed by the Company with the Commission on Forms S-4 or S-8 or any successor
forms.

                  (c) Action to be Taken by the Company. In connection with the
registration of the Shares or other securities for which the Representatives'
Warrants become exercisable in accordance with paragraphs (a) or (b) above, the
Company agrees to:

                           (i) bear the expense of any registration or
         qualification under (a), on one occasion, or under (b) of this section,
         on any number of occasions, including but not limited to legal,
         accounting and printing fees; provided, however, that in no event shall
         the Company be obligated to pay (A) any fees and disbursements of any
         counsel for the Warrant Holder(s), or (B) any underwriters' discount or
         commission in respect to such Shares or other securities for which the
         Representatives' Warrants become exercisable, payment of which shall,
         in each case, be the sole responsibility of the respective Warrant
         Holder(s) thereof;

                           (ii) use its reasonable best efforts to register or
         qualify the Shares or other securities for which the Representatives'
         Warrants become exercisable for offer or sale under state securities or
         blue sky laws of such jurisdictions as the Warrant Holders shall
         reasonably request and to do any and all other acts and things which
         may be necessary or advisable to enable the Warrant Holders to
         consummate the proposed sale, transfer or other disposition of such
         securities in any jurisdiction;

                           (iii) furnish to each holder copies of any
         registration statement (including the Registration Statement) for the
         Shares or other securities for which the Representatives' Warrants
         become exercisable, any prospectus included in any such registration
         statement and all amendments and supplements to such documents, in each
         case as soon as available and in such quantities as such Warrant Holder
         may from time to time reasonably request; and

                           (iv) if registration is to be pursuant to an
         underwritten offering, enter into a cross-indemnity agreement in
         customary form, with each underwriter, if any, and each Warrant Holder
         of securities included in such registration statement.

                  (d) Action to be Taken by the Warrant Holders. In connection
with the registration of the Shares or other securities for which the
Representatives' Warrants become exercisable in accordance with (a) or (b) above
the Warrant Holders agree:

                           (i) as a condition precedent to the obligations of
         the Company to register the Shares under this Section 12, that if the
         Representatives have transferred 

                                       13
<PAGE>

         this Warrant, the then current Warrant Holders furnish to the Company
         such information and documents regarding such Warrant Holders and the
         distribution of such securities as the Company may from time to time
         reasonably request in connection with such registration;

                           (ii) that the Warrant Holder shall not have any right
         to take any action to restrain, enjoin or otherwise delay any
         registration contemplated by Section 12(b) relating to an underwritten
         public offering as a result of any controversy that might arise with
         respect to the interpretation or implementation of the Representatives'
         Warrants;

                           (iii) that Warrant Holder agrees to provide two days'
         notice to the Company prior to effecting any sales of Shares pursuant
         to the prospectus or the registration statement covering the reoffer of
         the Shares, in order to permit the Company to evaluate the adequacy of
         the disclosure therein;

                           (iv) upon receipt of any notice from the Company of
         the occurrence of any event as a result of which the prospectus
         included in the registration statement relating to the such
         registration of Shares may include a material misstatement or omission,
         such Warrant Holder shall forthwith discontinue disposition of Shares
         pursuant to the then current prospectus until (i) the Warrant Holder is
         advised in writing by the Company that a new registration statement
         covering the reoffer of Shares has become effective under the
         Securities Act, or (ii) the Warrant Holder receives copies of a
         supplemented or amended prospectus, or (iii) until the Warrant Holder
         is advised in writing by the Company that the use of the then current
         prospectus may be resumed; provided that the Company hereby agrees to
         supplement or amend such prospectus as soon as practicable and
         acknowledges that the Warrant Holders may be damaged by the delays
         contemplated by this clause (iv); provided that the Company, upon
         prompt written notice to the Warrant Holder, shall not be obligated to
         promptly supplement or amend such prospectus if the Company shall
         reasonably determine in good faith, after consultation with counsel,
         that such amendment or supplement would (1) require disclosure in such
         prospectus of the negotiation or completion of any transaction that is
         being contemplated by the Company (whether or not a final decision has
         been made to undertake such transaction) or (2) give rise to any
         independent disclosure obligations that might not be in the best
         interests of the shareholders of the Company. Notwithstanding the
         foregoing, the Company shall so supplement or amend such prospectus
         promptly following (x) public disclosure of or its abandonment of a
         transaction described in clause (1) of the immediately preceding
         sentence or (y) the Company becoming subject to disclosure obligations
         not relating to or arising out of its obligations to supplement or
         amend such prospectus, but in no event shall such supplement or
         amendment be made later than 90 days after giving notice to the Warrant
         Holder under this clause (iv) of its intention not to supplement or
         amend such prospectus.

                                       14
<PAGE>

                           (v) if such registration is to be pursuant to an
         underwritten offering, enter into an underwriting agreement in
         customary form with each underwriter and the Company;

                           (vi) that any registrations rights that the Warrant
         Holders possess in accordance with (a) or (b) above shall be of a lower
         priority than the registration rights granted to Petra Capital, LLC,
         the William W. Canfield Revocable Trust, Eugene M. Toombs, Gateway
         Partners, L.P. and McFarland, Grossman & Company, Inc. pursuant to the
         stock purchase warrants issued by the Company to such warrant holders
         on June 28, 1996.

         13. Representations and Warranties.

         Each Warrant Holder of any Representatives' Warrants by accepting the
same makes the following representations and warranties to the Company:

                           (i) The Representatives' Warrants are being issued by
         the Company to such Warrant Holder in reliance upon the representations
         and warranties of such Warrant Holders to the Company, which by such
         Warrant Holder's acceptance herein such Warrant Holder hereby confirms,
         that the Representative Warrants and any securities to be received by
         such Warrant Holder upon exercise of such Representative Warrants are
         acquired for investment for such Warrant Holder's own account, not as a
         nominee or agent, and (except as may otherwise be permitted by Rule 144
         under the Act) not with a view to the sale or distribution of any part
         thereof, and that such Warrant Holder has no present intention of
         assigning, pledging, hypothecating, selling, making subject to a
         security interest, or otherwise transferring, the same, but subject
         nevertheless to any requirement of law that the disposition of such
         Warrant Holder's property shall at all times be within such Warrant
         Holder's control. By executing this Warrant, such Warrant Holder
         further represents and warrants that such Warrant Holder does not have
         any contract, undertaking, agreement or arrangement with any person to
         assign, pledge, hypothecate, sell, make subject to a security interest,
         or otherwise transfer, to such person, the Representatives' Warrant or
         any securities to be acquired upon exercise of the Warrant Holder's
         Warrant.

                           (ii) The Warrant Holder hereof understands that the
         issuance of the Representatives' Warrant and the securities upon
         exercise of the Representatives' Warrants is not required to be
         registered under the Securities Act of 1933, as amended (the
         "Securities Act"), on the grounds that such issuance is exempt from
         registration under the Securities Act pursuant to Section 4(2) thereof,
         and the Company's reliance on such exemption is predicated on the
         representations and warranties of the such Warrant Holder set forth
         herein. Such Warrant Holder realizes that the basis for the exemption
         may not be present if, notwithstanding such representations and
         warranties, such Warrant Holder hereof has in mind merely acquiring the
         Representatives'

                                       15
<PAGE>

         Warrants for a fixed or determinable period in the future, or for a
         market rise or for sale if the market does not rise and such Warrant
         Holder hereby confirms that such Warrant Holder has no such intention.

                           (iii) Each Warrant Holder of any Representatives'
         Warrant represents and warrants that such Warrant Holder is an
         "accredited investor" as defined in Rule 501(b) promulgated under the
         Securities Act experienced in evaluating and investing in companies
         such as the Company, is able to fend for himself with respect to the
         agreements set forth in this Warrant Agreement, has such knowledge and
         experience in financial and business matters as to be capable of
         evaluating the merits and risks of such Warrant Holders investment and
         to make an informed investment decision, and has the ability to bear
         the economic risks of such Warrant Holder's investment. Each Warrant
         Holder acknowledges that an investment in the Company is highly
         speculative and involves significant risks and there is and will be no
         market for the Representatives' Warrants. Such Warrant Holder further
         represents and warrants that such Warrant Holder has had access, during
         the course of the transaction prior to the receipt of any
         Representatives' Warrants, to the same kind of information that would
         be provided in a registration statement filed by the Company under the
         Securities Act and that such Warrant Holder has had during the course
         of the transaction and prior to receipt of any Representatives'
         Warrants, the opportunity to ask questions of, and receive answers
         from, the Company concerning the terms and conditions of the offering
         and to obtain additional information (to the extent the Company
         possessed such information or could acquire it without unreasonable
         effort or expense) necessary to verify the accuracy of any information
         furnished to such Warrant Holder or to which he had access.

                           (iv) Each Warrant Holder has adequate means of
         providing for such Warrant Holder's current needs and possible personal
         contingencies, has no need for liquidation of this investment, is able
         to bear the economic risks of this investment, and at the present time
         can afford a complete loss of such investment.

                           (v) Each Warrant Holder of any Representatives'
         Warrants understands that this Warrant may not be assigned, pledged,
         hypothecated, sold, made subject to a security interest, or otherwise
         transferred, unless pursuant to registration under the Securities Act
         or an exemption therefrom, and that in the absence of an effective
         registration statement covering this Warrant or an available exemption
         from registration under the Securities Act, the Representatives'
         Warrants must be held indefinitely. In particular, each Warrant Holder
         is aware that the Representatives' Warrants may not be sold pursuant to
         Rule 144 promulgated under the Securities Act unless all of the
         conditions of that Rule are met. Each Warrant Holder of this Warrant
         represents and warrants that, in the absence of an effective
         registration statement covering this Warrant, he will assign, pledge,
         hypothecate, sell, make subject to a security interest, or otherwise
         transfer, this Warrant only in a manner consistent with 

                                       16
<PAGE>

         such Warrant Holders' representations and warranties set forth herein
         and then only in accordance with the provisions set forth herein.

         14. Notices to Warrant Holders; Dissolution Exercise Rights.

                  (a) Nothing contained in this Agreement or in any
Representatives' Warrant shall be construed as conferring upon any Warrant
Holder the right to vote or to receive dividends or to consent or to receive
notice as a stockholder in respect of the meetings of stockholders or the
election of Directors of the Company or any other matter, or any rights
whatsoever as a stockholder of the Company; provided, however, that in the event
that a meeting of stockholders shall be called to consider and take action on a
proposal for the voluntary dissolution of the Company or a consolidation, merger
or sale of all or substantially all of its property, assets, business and good
will as an entirety, then, in that event, the Company shall cause a notice
thereof to be sent by first-class mail, postage prepaid, at least 20 business
days prior to the date fixed as a record date or the date of closing the
transfer books in relation to such meeting, to each Warrant Holder at such
Warrant Holder's address appearing on the Representatives' Warrant register. If
such notice shall have been so given and if such a voluntary dissolution shall
be authorized at such meeting or any adjournment thereof, then (i)
notwithstanding the provisions of Section 4 thereof, each Warrant Holder shall
have the right, at the election of the Warrant Holder, (A) to exercise any
Representatives' Warrant then held immediately prior to such voluntary
dissolution upon payment of the Exercise Price then in effect or (B) to receive,
as of the effective date of the dissolution, the fair value of such
Representatives' Warrant as of the time immediately prior to the authorization
of the dissolution (without taking the dissolution into account) as determined
by the Board of Directors of the Company and (ii) from and after the date on
which such voluntary dissolution shall have been duly authorized by the
stockholders, the purchase rights represented by such Representatives' Warrant
and all other rights with respect thereto shall cease and terminate.

                  (b) In the event the Company intends to make any distribution
on its Common Stock (or other securities which may be purchasable in lieu
thereof upon the exercise of a Representatives' Warrant), including, without
limitation, any such distribution to be made in connection with a consolidation
or merger in which the Company is the continuing corporation, or to issue
subscription rights or warrants to holders of its Common Stock, the Company
shall cause a notice of its intention to make such distribution to be sent by
first-class mail, postage prepaid, at least 10 business days prior to the date
fixed as a record date or the date of closing the transfer books in relation to
such distribution, to each registered Warrant Holder at such Warrant Holder's
address appearing on the Representatives' Warrant register.

         15. Notices. Any notice pursuant to this Agreement to be given or made
by any Warrant Holder to the Company shall be sufficiently given or made as of
the third business day following mailing if sent by first-class mail, postage
prepaid, or as of the day after mailing is sent by a nationally recognized
overnight courier, addressed as follows (or to such other 

                                       17
<PAGE>

address as the Company may designate by notice given in accordance with this 
Section 14 to the Warrant Holder(s)):

                           TALX Corporation
                           1850 Borman Court
                           St. Louis, MO 63146
                           Attn:  Craig Cohen, Chief Financial Officer

         Notices or demands authorized by this Agreement to be given or made by
the Company to any Warrant Holder shall be sufficiently given or made (except as
otherwise provided in this Agreement) as of the third business day following
mailing if sent by first-class mail, postage prepaid, or as of the day after
mailing is sent by a nationally recognized overnight courier, addressed to such
Warrant Holder at the address of such Warrant Holder as shown on the
Representatives' Warrant register, Common Stock register or the register for
such other security for which the Representatives' warrants become exercisable.

         16. Assignment of Registration Rights. The registration rights under
this Warrant Agreement may not be assigned, pledged, hypothecated, sold, made
subject to a security interest, or otherwise transferred by the Warrant Holder
unless such transferee shall have agreed to the representations, warranties and
covenants set forth herein.

         17. Covenant as to Certain Transactions. The Company shall not
consummate any consolidation, merger, sale or conveyance (as described in
Section 8(j) hereof) unless prior thereto the successor or purchasing
corporation (or an affiliate of such successor or purchasing corporation), as
the case may be (a) shall have a sufficient aggregate number of authorized
shares and other securities which have not been issued or reserved for issuance
to permit the exercise in full of the Representatives' Warrants in accordance
with Section 8(j) hereof and (b) the Company and such successor or purchasing
corporation or affiliate shall have executed and delivered to each Warrant
Holder a supplemental agreement confirming that the requirements of Section 8(j)
hereof shall be promptly performed in accordance with their terms and that such
consolidation, merger, sale or conveyance shall not result in a default by the
Company, such successor or purchasing corporation or such affiliate under this
Agreement (as the same shall have been assumed by such successor or purchasing
corporation or such affiliate) and further providing that such successor or
purchasing corporation or such affiliate shall assume all obligations of the
Company hereunder and agree to be bound hereby. In the event of and after the
happening of any such consolidation, merger, sale or conveyance, the term "the
Company," as used herein, shall be deemed to refer to such successor or
purchasing corporation or such affiliate, as the case may be.

         18. Governing Law. Except as otherwise required by the General Business
Corporation Law of Missouri, this Agreement and each Representatives' Warrant
issued hereunder shall be governed by and construed in accordance with the
substantive laws of the State of New York without giving effect to the
principles of conflicts of law thereof.

                                       18
<PAGE>

         19. Counterparts. The Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original; but
such counterparts together shall constitute but one and the same instrument.

         20. Information Confidential. The Warrant Holder shall not use any
confidential information received by it pursuant to this or any other agreement
with the Company in violation of the Exchange Act or reproduce, disclose, or
disseminate such information to any other person (other than its employees or
agents having a need to know the contents of such information and its attorneys)
except to the extent reasonably related to the exercise of rights under this
Warrant Agreement, unless such information has been made available to the public
generally (other than by such recipient in violation of this Section 20) or such
recipient is required to disclose such information by a governmental body or
regulatory agency or by law in connection with a transaction that is not
otherwise prohibited hereby. Without limiting the generality of the foregoing,
in the event that the Company notifies the Warrant Holder to refrain from
selling Shares or otherwise trading in securities of the Company pursuant to
Section 12(d)(iv) hereof, the Warrant Holder agrees that it shall treat such
notice, and any related information relating to same, as confidential and not to
use or reproduce, disclose or disseminate such information, as provided herein.

         21. Lockup Agreement. In consideration for the Company agreeing to its
obligations under Section 12 hereunder, the Warrant Holders each agree in
connection with any underwritten registration of the Company's securities that,
upon the request of the Company or the managing underwriter(s), not to sell,
make any short sale of, loan, grant any option for the purchase of or otherwise
dispose of any Shares (other than those in the registration) without the prior
written consent of the Company or such underwriter(s), as the case may be, for a
period of time not to exceed 180 days from the effective date of such
registration as the Company or the underwriter(s) may specify.

                                       19
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day, month and year first above written.

                                        TALX CORPORATION

                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                        FIRST ALBANY CORPORATION

                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                        PRINCIPAL FINANCIAL SECURITIES, INC.

                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                       20
<PAGE>
                                    EXHIBIT A

                          (Form of Warrant Certificate)


         THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
SECURITIES ACT AND NEITHER THE WARRANTS REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED OR SOLD EXCEPT PURSUANT
TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (ii) ANY AVAILABLE
RULE OR EXEMPTION FROM REGISTRATION UNDER SUCH ACT RELATING TO THE
DISPOSITION OF SECURITIES AND AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO
COUNSEL FOR THIS COMPANY, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE.

No._________                                                     50,000 Warrants

                       VOID AFTER 5:00 P.M. NEW YORK TIME

                               ON OCTOBER 22, 2001

                                TALX CORPORATION

                               Warrant Certificate


         THIS CERTIFIES THAT for value received _________________, or registered
assigns, is the owner of the number of Warrants set forth above, each of which
entitles the owner thereof to purchase at any time from _____, 1997 (except as
otherwise set forth in the Warrant Agreement referred to below), until 5:00
p.m., New York time on October 22, 2001 (the "Expiration Date"), one fully paid
and nonassessable share of the common stock, par value $.0l per share (the
"Common Stock"), of TALX CORPORATION, a Missouri corporation (the "Company"), at
the purchase price of $_____ per share (the "Exercise Price") upon presentation
and surrender of this Warrant Certificate with the Form of Election to Purchase
duly executed. The number of Warrants evidenced by this Warrant Certificate (and
the number of shares which may be purchased upon exercise thereof) set forth
above, and the Exercise Price per share set forth above, are the number and
Exercise Price as of the date of original issuance of the Warrants, based on the
shares of Common Stock of the Company as constituted at such date. As provided
in the Warrant Agreement referred to below, the Exercise Price and the number or
kind of shares which may be purchased upon the exercise of the Warrants
evidenced by this Warrant Certificate are, upon the happening of certain events,
subject to modification and adjustment.

                                       21
<PAGE>

         This Warrant Certificate is subject to, and entitled to the benefits
of, all of the terms, provisions and conditions of an agreement dated as of
October 22, 1996 (the "Warrant Agreement") among the Company, First Albany
Corporation and Principal Financial Securities, Inc., which Warrant Agreement is
hereby incorporated herein by reference and made a part hereof and to which
Warrant Agreement reference is hereby made for a full description of the rights,
limitations of rights, duties and immunities hereunder of the Company and the
holders of the Warrant Certificates. Copies of the Warrant Agreement are on file
at the principal office of the Company.

         This Warrant Certificate, with or without other Warrant Certificates,
upon surrender at the principal office of the Company, may be exchanged for
another Warrant Certificate or Warrant Certificates of like tenor and date
evidencing Warrants entitling the holder to purchase a like aggregate number of
shares of Common Stock as the Warrants evidenced by the Warrant Certificate or
Warrant Certificates surrendered entitled such holder to purchase. If this
Warrant Certificate shall be exercised in part, the holder hereof shall be
entitled to receive upon surrender hereof another Warrant Certificate or Warrant
Certificates for the number of whole Warrants not exercised.

         No fractional shares of Common Stock will be issued upon the exercise
of any Warrant or Warrants evidenced hereby, but in lieu thereof, a cash payment
will be made, as provided in the Warrant Agreement.

         No holder of this Warrant Certificate shall be entitled to vote or
receive dividends or be deemed the holder of Common Stock or any other
securities which may at any time be issuable on the exercise hereof for any
purpose, nor shall anything contained in the Warrant Agreement or herein be
construed to confer upon the holder hereof, as such, 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 of stock, reclassification of stock, change of par value or change of
stock to no par value, consolidation, merger, conveyance, or otherwise) or,
except as provided in the Warrant Agreement, to receive notice of meetings or to
receive dividends or subscription rights or otherwise, until the Warrant or
Warrants evidenced by this Warrant Certificate shall have been exercised and the
shares of Common Stock or other securities shall have become deliverable as
provided in the Warrant Agreement.

         If this Warrant shall be surrendered for exercise within any period
during which the transfer books for the Company's Common Stock or other
securities purchasable upon the exercise of this Warrant are closed for any
purpose, the Company shall not be required to make delivery of certificates for
the shares or other securities purchasable upon such exercise until the date of
the reopening of said transfer books, subject to the terms of the Warrant
Agreement.

                                       22
<PAGE>

         IN WITNESS WHEREOF, TALX CORPORATION has caused the signature of its
President and Secretary to be printed hereon and its corporate seal to be
printed hereon.

Dated:
                                        TALX CORPORATION

                                        By:
                                             -----------------------------------
                                             President

Attest:

---------------------------------------
Secretary

                                       23
<PAGE>
                               FORM OF ASSIGNMENT


(To be executed by the registered holder if such holder desires to transfer the
Warrant Certificates.)

         FOR VALUE RECEIVED ____________________________________________ hereby
sells, assigns and transfers unto ___________________________________________
this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint _________________________ to
transfer the within Warrant Certificate on the books of the within-named
Company, with full power of substitution.

Dated: __________________, _______

                                      __________________________________________
                                                      Signature

Signature Guaranteed:


                                     NOTICE

         The signature on the foregoing Assignment must correspond in all
respects to the name as written upon the face of this Warrant Certificate,
without alteration, enlargement or any change whatsoever.

         Reference is made to the representations and covenants of the Warrant
Holder in the Warrant Agreement dated October __, 1996 to which the within
Warrant Certificate relates. By its acceptance of this assignment, the
undersigned represents that it has reviewed and hereby acknowledges and agrees
with such representations and covenants.


Accepted:


_______________________________________

Assignee:

                                       24
<PAGE>
                                     FORM OF
                              ELECTION TO PURCHASE

(To be executed if holder desires to exercise the Warrant Certificate).

TO TALX CORPORATION:

         The undersigned hereby irrevocably elects to exercise __________
Warrants represented by this Warrant Certificate to purchase the shares of
Common Stock issuable upon the exercise of such Warrants and requests that
certificates for such shares be issued in the name of:

Please insert social security or other
identifying number

______________________________________

________________________________________________________________________________
                          (Please print name and address)
_______________________________________________________________________________

If such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, a new Warrant Certificate for the balance remaining of such
Warrants shall be registered in the name of and delivered to:

Please insert social security or other
identifying number
______________________________________

________________________________________________________________________________
                          (Please print name and address)
______________________________________________________________________________

         Reference is made to the representations of the Warrant Holder in
Section 13 of the Warrant Agreement dated October __, 1996 to which this Warrant
relates. By its execution of this election to purchase, the undersigned
represents that it has reviewed and hereby reaffirms such representations.

Dated:_______________, 19__

                                        ________________________________________
                                                      Signature

Signature Guaranteed:

                                       25
<PAGE>
                                     NOTICE

         The signature on the foregoing election to purchase must correspond in
all respects to the name as written upon the face of this Warrant Certificate,
without alteration, enlargement or any change whatsoever.

                                       26