MEMORANDUM OF AGREEMENT
                                      FOR
CAREERPATH.COM / AD-STAR WEB-BASED JOB ADVERTISEMENT POSTING PRODUCT AGREEMENT

This Memorandum of Agreement ("MOA") is entered into by and between
CareerPath.com, LLC, a Delaware limited liability company ("CareerPath.com") and
Ad-Star Services, a New York corporation ("Ad-Star") as of March 11, 1999 (the
"MOA Date").

1) DEFINITIVE AGREEMENT. CareerPath.com and Ad-Star agree to use their best
   efforts to negotiate and execute a more detailed definitive agreement with
   respect to the matters set forth in this MOA (the "Definitive Agreement")
   based on the terms set forth in this MOA within thirty (30) days after the
   MOA Date. Notwithstanding the parties' agreement to use their best efforts to
   negotiate and execute the Definitive Agreement, the parties acknowledge that
   this MOA reflects the parties' agreement on the essential terms of the
   parties' agreement with respect to the business relationship and other
   matters set forth in this MOA and the parties intend that this MOA shall be a
   binding and enforceable agreement of the parties, notwithstanding any failure
   of the parties to execute the Definitive Agreement. If the parties fail to
   execute the Definitive Agreement, all references in this MOA to the
   Definitive Agreement shall be deemed to refer to this MOA.

2) FUNCTIONAL SPECIFICATIONS. CareerPath.com will deliver to Ad-Star, after
   consultation,  assistance and mutual agreement from Ad-Star, within seven (7)
   days after the MOA Date, functional specifications (the "Functional
   Specifications") setting forth the requirements (as established in the
   marketing requirements document attached hereto) for the Service (as defined
   below).

3) WEB-BASED JOB ADVERTISEMENT POSTING SERVICE. Ad-Star will provide to
   CareerPath.com and its affiliates who provide job-related products or
   services ("Affiliates") a complete web-based job advertisement service,
   including software (the "Product") and related services, conforming to the
   Functional Specifications (the "Service"), including but not limited to the
   following:

     a) Phase I Development. Within thirty (30) days after the parties agree
        upon the Functional Specifications, Ad-Star will provide the "Phase I
        Development" as per the Functional Specifications, including but not
        limited to the following:

          i) An Ad-Star project manager acceptable to CareerPath.com during the
             Term who will function as the primary point of contact with Ad-
             Star and have authority to manage and authorize Ad-Star's
             performance;

         ii) Development and hosting of a CareerPath.com branded and
             CareerPath.com/Affiliate co-branded web-enabled ad taking product
             for CareerPath.com and at least ten (10) Affiliates;

         iv) Multiple ad insertions covered by a single bill;

          v) Credit card clearing;

         vi) An online proofing tool for CareerPath.com operations use in the
             ad approval process;
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vii)  Customer support during the Term by qualified personnel Monday
      through Thursday 6 a.m. to 5 P.M. and on Friday from 6 a.m. to 7 P.M.
      Pacific Standard Time to CareerPath.com, Affiliates and customers of
      CareerPath.com and its Affiliates;

viii) Conform the ads to a format specified by CareerPath.com;

ix)   Delivery of the online ads to CareerPath.com for addition to
      CareerPath.com's database(s) in conformance with the delivery schedule
      specified by CareerPath.com in its sole discretion, but in no event
      will the frequency of delivery be less than daily;

x)    Forwarding of credit card billing data to CareerPath.com except for the
      credit card account numbers;

xi)   Delivery of reports providing information on total national
      advertisements, total local advertisements, advertisements per Affiliate
      and other information to be specified in the Functional Specifications;

xii)  Commercially reasonable initial training of CareerPath.com and Affiliate
      personnel by qualified Ad-Star personnel in the use of the Product, to be
      further specified in the Functional Specifications; and

xiii) Daily backup of the Product and CareerPath.com data. The backup media
      shall be stored in a secure, off-site location.

b)    Phase II Development. Within sixty (60) days after the parties agree
      upon the Functional Specifications, Ad-Star will provide the "Phase II
      Development" as per the Functional Specifications, including but not
      limited to the following:

i)    Development and hosting of a CareerPath.com/Affiliate web-enabled
      co-branded job advertisement posting product for the remainder of the then
      current Affiliates (up to 100), in addition to the ten (10) Affiliates
      covered by Phase I. In addition, Ad-Star will develop and host such a
      product for new Affiliates promptly after they become Affiliates;

ii)   Account creation/administration for CareerPath.com to create and
      administer accounts for Affiliates, advertising agencies, and customers as
      per the Functional Specification;

iii)  Account creation/administration for Affiliates to create and administer
      accounts for advertising agencies and customers as per the Functional
      Specification;
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     iv)   Advanced reports for CareerPath.com, Affiliates, agencies, companies
           and individuals, including but not limited to end-user information
           and statistics, to be further specified in the Functional
           Specifications;

     v)    Integration with Affiliate and/or CareerPath.com front end billing
           when requested by Affiliates or CareerPath.com for contract and other
           advertisers and modifiable to various advertiser rate cards;

     vi)   Archival of current and past advertisements during the Term for
           editing, modification and resubmission;

     vii)  Ongoing software support such as updating pricing for national and
           local ads, changes to ad package frequencies, updating features and
           data feed protocols/specifications and other general maintenance and
           support for CareerPath.com and all Affiliates as further specified
           in the Functional Specifications;

     viii) Participation in the CareerPath.com/Affiliate working group for
           discussion and development of the Product and future enhancements;

     ix)   Advanced payment options available to the end-user such as checking
           account and telephone bill as further specified in the Functional
           Specifications;

     x)    Forwarding of all billing information to CareerPath.com except for
           credit account numbers;

     xi)   Additional commercially reasonable training of CareerPath.com and
           Affiliate personnel by qualified Ad-Star personnel in the use of the
           Product, to be further specified in the Functional Specifications;
           and

     xii)  At the option of CareerPath.com and its Affiliates, online to
           print ad placing capabilities in the Product for CareerPath.com and
           all Affiliates may be added, and compensation for such capability
           shall be mutually agreed upon, but in no event shall such
           compensation exceed 5% of the gross ad price for such print ads.

c)   FUTURE PRODUCT DEVELOPMENT

     i)    All updates, upgrades and additional enhancements and bug fixes
           done in the general course of Ad-Star product development will be
           provided to CareerPath.com and its Affiliates free of charge.

     ii)   CareerPath.com shall also receive additional upgrades, enhancements
           and bug fixes to the Product as specified in the Functional
           Specifications free of charge.

     iii)  Ad-Star will work with CareerPath.com to continually enhance the
           Service and Product and generate future releases of the Product. The
           parties will meet at least quarterly to discuss enhancements and
           future releases of the Product in order to maintain the


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     Product as a "best of class" product. Upon CareerPath.com's request,
     Ad-Star shall promptly provide all development and other services necessary
     to produce such enhancements and future releases. Such services will be
     provided on commercially reasonable terms, including commercially
     reasonable rates, and Ad-Star will allocate all resources necessary to
     undertake such efforts in an efficient and prompt manner.

4.   Performance Standards. Ad-Star will create and deliver a "best of class"
     Product that will represent CareerPath.com with the highest standards in
     the World Wide Web marketplace. The Product will be delivered within the
     specified time as outlined in this MOA. If Ad-Star anticipates that there
     will be any delay in delivering material components of the Product, such
     delay must be documented and submitted in writing to CareerPath.com at
     least two (2) weeks prior to the scheduled delivery date and Ad-Star will
     exhaust all possible solutions to deliver the Product within the scheduled
     delivery date, including, but not limited to, the hiring of more personnel.
     CareerPath.com may terminate this Agreement if it determines, in its sole
     discretion, that the Product will not meet CareerPath.com's business
     objectives because of such delay.

5.   Ad-Star Web Service. During the Term, the response time of the Ad-Star web
     site(s) containing the Product shall be as quick or quicker than most major
     commercial web sites. Initially, from the time a request is received from
     an end user, the Ad-Star service must respond within 1.5 seconds and send
     the response back out to the end-user over the internet. The Ad-Star web
     site(s) containing the Product shall have 99.9% availability. In addition,
     the Functional Specifications will include additional technical performance
     standards consistent with "best of class" performance.

6.   Intellectual Property. Ad-Star represents and warrants that the Service and
     Product and its performance under this MOA and the Definitive Agreement
     shall not violate any intellectual property rights of a third party and
     Ad-Star agrees to indemnify CareerPath.com, the Affiliates and their
     respective officers, directors, agents and affiliates from and against any
     claims, losses and expenses related thereto. All intellectual property
     developed by Ad-Star for CareerPath.com in connection with Ad-Star's
     performance under this MOA and the Definitive Agreement ("Developed
     IP")(but excluding pre-existing intellectual property of Ad-Star's used in
     Ad-Star's general products or general upgrades or enhancements developed
     for Ad-Star's general products) shall be deemed to be a "work made for
     hire" as that term may be defined from time to time in Section 101 of the
     Copyright Act (17 U.S.C. 101) or any successor, and will be the sole
     property of CareerPath.com. Ad-Star hereby assigns all rights in and to the
     Developed IP to CareerPath.com. The parties understand that Ad-Star is
     concurrently developing the Product for general release and distribution in
     addition to CareerPath.com's use. In order to avoid confusion, the parties
     agree that the Developed IP delivered by Ad-Star pursuant to this MOA for
     the one time development fee of $58,000 shall be limited to the customized
     materials related specifically to CareerPath.com and Affiliates and shall
     not include any general functionality of the Product. Nothing contained
     herein shall prohibit Ad-Star from upgrading or enhancing its general
     products separately from the specific work it does for CareerPath.com, to
     be a "best of class" Product that will provide Ad-Star's affiliates with
     the highest standards in the World Wide Web marketplace, provided that no
     Developed IP is used. Ad-Star hereby grants to CareerPath.com a
     royalty-free (other than the consideration expressly set forth in this
     MOA), non-exclusive, worldwide license to all intellectual property other
     than the Developed IP included during the Term within the Product and the
     parties shall promptly after the Product becomes operational enter into a
     commercial reasonable software


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     escrow agreement with a reputable escrow service for the deposit and
     escrow of the source code to all software used from time to time in the
     Product. The rights and licenses granted under this MOA and the Definitive
     Agreement are, and shall otherwise be deemed to be, for purposes of
     Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to
     "intellectual property" as defined under Section 101 of the U.S.
     Bankruptcy Code.

7.   Financial Consideration. In consideration for Ad-Star's provision of the
     Product and the performance of Ad-Star's other obligations under the
     Definitive Agreement, CareerPath.com will make the following payments to
     Ad-Star.

     a)   One Time Development and Implementation Fee. Subject to meeting the
          three milestones set forth below, CareerPath.com will pay to Ad-Star
          a one-time, non-recurring development and implementation fee of
          $58,000. This fee will be paid in three (3) installments based on
          milestones. One-third (1/3) of this fee will be paid on the MOA Date.
          If the parties cannot agree upon the Functional Specifications as set
          forth in Section 2, Ad-Star shall immediately refund such fee. An
          additional one-third (1/3) of this fee will be paid after the Phase
          I Development is delivered by Ad-Star and accepted by CareerPath.com.
          The remaining one-third (1/3) of this fee will be paid after the
          Phase II Development is delivered by Ad-Star and accepted by
          CareerPath.com. The parties shall mutually agree upon an additional
          implementation fee, if any, for the addition of more than one hundred
          (100) Affiliates as set forth in Section 3(b)(i).

     (b)  Percentage of Revenues. Ad-Star is entitled to five percent (5%) of
          revenues for ads taken by the Ad-Star system. Ad-Star will garner five
          percent (5%) of the gross ad price. For example an ad sells online for
          $100.00, Ad-Star will receive $5.00. Revenue will be paid once a month
          after billing reconciliation. All returns and charge backs occurring
          within that month will be credited against the gross amount due to
          Ad-Star in that month.

     (c)  Additional Dedicated End User Support. If CareerPath.com requests
          additional dedicated personnel to provide end user support in addition
          to the customer support provided pursuant to Section 3 above,
          CareerPath.com will pay Ad-Star for Ad-Star's reasonable and approved
          out of pocket cost of providing such additional dedicated customer
          support personnel. CareerPath.com will bear the burden of cost for
          support phones lines answered under the CareerPath.com name.

     (d)  Most Favored Financial Terms. If Ad-Star offers to any other person
          or entity more favorable financial terms than the terms offered to
          CareerPath.com, Ad-Star must offer to CareerPath.com the best terms
          offered to any such other person or entity.

     (e)  Payment Processing Fee. CareerPath.com will pay all payment
          processing fees such as those incurred for online processing of
          credit cards and ACH debiting. These fees will be passed along from
          Ad-Star to CareerPath.com at cost. In addition, a reasonable reserve
          for fraud may be established by Ad-Star.


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8.   TERM. The term of the Definitive Agreement ("Term") will be three (3)
     years. CareerPath.com may extend the Term annually, for additional
     one (1) year periods by providing notice to Ad-Star no less than one
     hundred and eighty (180) days prior to the expiration of the Term or
     extended Term. If CareerPath.com elects not to extend the Term, then
     beginning one hundred and eighty (180) days prior to such expiration,
     Ad-Star will cooperate with CareerPath.com in a commercially reasonable
     manner to ensure a smooth transition to any other web-based job posting
     capabilities that CareerPath.com chooses to utilize.

9.   EXCLUSIVE PROMOTIONAL AND MARKETING AGREEMENT. From the MOA Date until the
     sixtieth (60th) day following the effective date of the Definitive
     Agreement, CareerPath.com and Ad-Star will exercise commercially reasonable
     efforts to negotiate and execute an exclusive promotional and marketing
     agreement in the area of employment advertising on the World Wide Web. Such
     agreement may include without limitation, the premium positioning of
     CareerPath.com on all sales and distribution channels that Ad-Star offers
     through its Microsoft Windows based and web-based ad taking service, and
     the positioning of AdStar on the CareerPath.com and/or its Affiliate sites.
     During such period Ad-Star shall not enter into discussions or
     negotiations with any other person or entity in connection with a similar
     agreement. The exclusive promotional and marketing agreement will include a
     promotional, marketing and/or other relationship beyond the scope of the
     basic provision of development and services primarily addressed in this
     MOA.

10.  CONFIDENTIALITY. CareerPath.com and Ad-Star agree that all of the terms of
     this MOA and any other information provided by one party to the other that
     (a) if written, is labeled confidential or proprietary, or (b) if oral, is
     clearly indicated by the disclosing party to be confidential or proprietary
     prior to disclosure, ("Confidential Information") will be kept confidential
     by and will not be used by the receiving party or any of its officers,
     directors, agents or other affiliates except as necessary to perform under
     this MOA or the Definitive Agreement until the earlier of (a) the date as
     of which both parties agree otherwise in writing and (b) January 1, 2002.
     In addition, the terms of the Non-Disclosure Agreement between the parties
     dated January 27, 1999 is incorporated in this Section 10 by reference. In
     order to avoid confusion, the existence of and the terms contained in
     Section 9 are Confidential Information. The receiving party shall be
     obligated to use at least the same level of care in protecting the
     disclosing party's Confidential Information as it uses in protecting its
     own proprietary or confidential information, which shall in no event be
     less than commercially reasonable efforts. For avoidance of doubt,
     Confidential Information shall not include information that (i) is known to
     the receiving party prior to the receipt from the disclosing party directly
     or indirectly from a source other than one having an obligation of
     confidentiality for the disclosing party; (ii) becomes known (independently
     of disclosure by the disclosing party) to the receiving party directly or
     indirectly from a source other than one having an obligation of
     confidentiality to the disclosing party; (iii) becomes publicly known or
     otherwise ceases to be secret or confidential, except through a breach of
     this MOA or the Definitive Agreement by the receiving party; or (iv) is
     independently developed by the receiving party. The parties agree that the
     confidentiality provisions of this Section 10 shall be binding upon the
     parties and shall survive the termination of this MOA and the Definitive
     Agreement and the failure of the parties to execute the Definitive
     Agreement.

11.  INJUNCTIVE RELIEF. The Parties acknowledge that it will be impossible to
     measure in money the





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    damages that would be suffered if the parties fail to comply with their
    obligations under this MOA or the Definitive Agreement and that in the event
    of any such failure, an aggrieved party will be irreparably damaged and
    will not have an adequate remedy at law. The parties agree that in addition
    to any other remedies available to the parties under this MOA or the
    Definitive Agreement or at law, the parties shall have the right to obtain
    injunctive relief, including specific performance, and if any action should
    be brought in equity to enforce any of the provisions of this MOA or the
    Definitive Agreement, neither party shall raise the defense that there is an
    adequate remedy at law.

12. SEVERABILITY. In the event that any provision of this MOA or the Definitive
    Agreement is held to be invalid, illegal or unenforceable by an arbitrator,
    court or other authority of competent jurisdiction, (i) the validity,
    legality and enforceability of the remaining provisions hereof shall not be
    affected or impaired thereby in any way, and such invalid, illegal, or
    unenforceable provision shall be construed by limiting such provision so as
    to be valid, legal and enforceable to the maximum extent permitted by law
    and (ii) the parties shall use their best efforts to enter into alternative
    arrangements which will grant each of the parties the same, or as nearly the
    same as possible, economic and other rights and obligations as were granted
    under the provisions of this MOA or the Definitive Agreement which were held
    to be invalid, illegal or unenforceable.

13. FURTHER ASSURANCES. From time to time, as and when requested by a party, the
    other party shall execute and deliver, or cause to be executed and
    delivered, all such documents and instruments and shall take, or cause to be
    taken, all such further or other actions as may be reasonably necessary or
    desirable to consummate the transactions contemplated by this MOA or the
    Definitive Agreement.

14. CHOICE OF LAW, ARBITRATION, AMENDMENT, ASSIGNMENT, EXECUTION. This MOA and
    the Definitive Agreement shall be governed by and construed in accordance
    with the laws of the State of California without regard to the conflicts of
    law principles thereof. All disputes relating to this MOA or the Definitive
    Agreement that the parties are unable to resolve shall be submitted to
    arbitration before the American Arbitration Association in Los Angeles,
    California, before a single arbitrator, in accordance with the arbitration
    rules of the American Arbitration Association. Notwithstanding the
    foregoing, the parties may seek specific performance or injunctive relief in
    any court of competent jurisdiction. This MOA and the Definitive Agreement
    may be amended only by a written agreement executed by both parties. This
    MOA and the Definitive Agreement shall inure solely to the benefit of and be
    binding upon each of the parties and their respective successors and
    permitted assigns. This MOA and the Definitive Agreement shall not be
    assignable without the prior written consent of the other party. This MOA
    may be executed in counterparts, which taken together shall constitute one
    and the same instrument.


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CareetPath.com and Ad-Star have caused this MOA to be executed by persons duly
authorized as of the day and year first above written.


CAREERPATH.COM,LLC                           AD-STAR SERVICES


/s/ Stephen B. Ste. Marie                    /s/ Leslie Berhnard
--------------------------                   --------------------------
Chief Executive Officer                      President, CEO


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Source: OneCLE Business Contracts.