SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                               Career Worth, Inc.
                               ------------------
             (Exact name of registrant as specified in its charter)

         Nevada                                      87-0663193
         --------                                    ----------
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

                      385 East 800 South, Orem, Utah 84004
                      ------------------------------------
                    (Address of principal executive offices)

                   The 2001 Benefit Plan of Career Worth, Inc.
                   -------------------------------------------
                            (Full title of the plan)


                Larry Heaps, 743 South 670 East, Orem, Utah 84097 (Name,
            address, including zip code, of agent for service)

                  Telephone number for Issuer: (801) 226-7523
                                               ---------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                                <C>              <C>                        <C>                         <C>
Title of Securities to be           Amounts to       Proposed Maximum           Proposed Maximum            Amount of
Registered                          be               Offering Price Per         Aggregate Offering          Registration
                                    Registered       Share(1)                   Price                       Fee
=================================== ================ =========================  =========================== ==================
Common Stock, 0.001 par               12,000,000           $0.007                    $84,000                      $21.00
value
=================================== ================ =========================  =========================== ==================
</TABLE>

(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the average bid and asked price of the registrant's common
         stock as of December 13, 2001 a date within five business days prior to
         the date of filing of this registration statement.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Plan described herein.





                                    Page -1-

<PAGE>



             Incorporation of Prior Filing of Form S-8 by Reference


         The following documents filed by Career Worth, Inc., a Nevada
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:

         1.   The Company's Form S-8 (file number 333-61124) filed May 17, 2001.

         2.   The Company's Annual Report on Form 10-KSB for the fiscal year
              ended December 31, 2000.

         3. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended December 31, 2000.

         Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.



                                    Page -2-

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on December 13, 2001.

                                        Career Worth, Inc.

                                 By:  /s/  Larry Heaps
                                    -------------------------------------------
                                   Larry Heaps, as President and Director






                                    Page -3-

<PAGE>








                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933




                               Career Worth, Inc.
                             (a Nevada corporation)









                                    Page -4-

<PAGE>







INDEX TO EXHIBITS


                                                                    Sequentially
Exhibits  SEC Ref. No.         Description of Exhibit             Numbered Pages
--------  ------------         ----------------------             --------------
A              4        2001 Amended Stock Benefit Plan of the             6
                        Company

B           5, 23(b)    Opinion and consent of Counsel with respect        11
                        to the legality of the issuance of securities
                        being issued
C            23(a)      Consent of Accountant                              14




















<PAGE>







                          THE 2001 AMENDED BENEFIT PLAN

                                       OF

                               CAREER WORTH, INC.







<PAGE>



               THE 2001 AMENDED BENEFIT PLAN OF CAREER WORTH, INC.

         Effective this 5th day of December, 2001, Career Worth, Inc., a Nevada
corporation (the "Company"), hereby adopts amendments to The 2001 Benefit Plan
of Career Worth, Inc. (the "Plan") dated April 23, 2001. Under the amended Plan,
the Company may issue stock, or grant options to acquire the Company's common
stock, par value $0.001 (the "Stock"), from time to time to employees of the
Company or its subsidiaries, all on the terms and conditions set forth herein
("Benefits"). In addition, at the discretion of the Board of Directors, Benefits
may from time to time be granted under this Plan to other individuals, including
consultants or advisors, who contribute to the success of the Company or its
subsidiaries but are not employees of the Company or its subsidiaries, provided
that bona fide services shall be rendered by consultants and advisors and such
services must not be in connection with the offer or sale of securities in a
capital-raising transaction. No stock may be issued, or option granted under the
benefit plan to consultants, advisors, or other persons who directly or
indirectly promote or maintain a market for the Company's securities.

1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.

2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with respect to
this Plan on such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan Administrators attending a duly and properly held meeting
shall be valid. Any Benefit approved by the Plan Administrators shall be
approved as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan. A total of Fifteen Million (15,000,000)
shares of Stock may be subject to, or issued pursuant to, Benefits granted under
this Plan. If any right to acquire Stock granted under this Plan is exercised by
the delivery of shares of Stock or the relinquishment of rights to shares of
Stock, only the net shares of Stock issued (the shares of stock issued less the
shares of Stock surrendered) shall count against the total number of shares
reserved for issuance under the terms of this Plan.



                                    Page -7-

<PAGE>



4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.

5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.

6.   Term of Options issued as Benefits and Certain Limitations on Right to
     Exercise.


          a. Each Option issued as a benefit hereunder ("Option") shall have its
          term established by the Plan Administrators at the time the Option is
          granted.

          b. The term of the Option, once it is granted, may be reduced only as
          provided for in this Plan and under the express written provisions of
          the Option.

          c. Unless otherwise specifically provided by the written provisions of
          the Option or required by applicable disclosure or other legal
          requirements promulgated by the Securities and Exchange Commission
          ("SEC"), no participant of this Plan or his or her legal
          representative, legatee, or distributee will be, or shall be deemed to
          be, a holder of any shares subject to an Option unless and until such
          participant exercises his or her right to acquire all or a portion of
          the Stock subject to the Option and delivers the required
          consideration to the Company in accordance with the terms of this Plan
          and then only as to the number of shares of Stock acquired. Except as
          specifically provided in this Plan or as otherwise specifically
          provided by the written provisions of the Option, no adjustment to the
          exercise price or the number of shares of Stock subject to the Option
          shall be made for dividends or other rights for which the record date
          is prior to the date on which the Stock subject to the Option is
          acquired by the holder.

          d. Options shall vest and become exercisable at such time or times and
          on such terms as the Plan Administrators may determine at the time of
          the grant of the Option.

          e. Options may contain such other provisions, including further lawful
          restrictions on the vesting and exercise of the Options as the Plan
          Administrators may deem advisable.

          f. In no event may an Option be exercised after the expiration of its
          term.

          g. Options shall be non-transferable, except by the laws of descent
          and distribution.



                                    Page -8-

<PAGE>



7.   Exercise Price. The Plan Administrators shall establish the exercise price
     payable to the Company for shares to be obtained pursuant to Options which
     exercise price may be amended from time to time as the Plan Administrators
     shall determine.

8.   Payment of Exercise Price. The exercise of any Option shall be contingent
     on receipt by the Company of the exercise price paid in either cash,
     certified or personal check payable to the Company.

9.   Withholding. If the grant of a Benefit hereunder, or exercise of an Option
     given as a Benefit is subject to withholding or other trust fund payment
     requirements of the Internal Revenue Code of 1986, as amended (the "Code"),
     or applicable state or local laws, the Company will initially pay the
     Optionee's liability and will be reimbursed by Optionee no later than six
     months after such liability arises and Optionee hereby agrees to such
     reimbursement terms.

10.  Dilution or Other Adjustment. The shares of Common Stock subject to this
     Plan and the exercise price of outstanding Options are subject to
     proportionate adjustment in the event of a stock dividend on the Common
     Stock or a change in the number of issued and outstanding shares of Common
     Stock as a result of a stock split, consolidation, or other
     recapitalization. The Company, at its option, may adjust the Options, issue
     replacements, or declare Options void.

11.  Benefits to Foreign Nationals. The Plan Administrators may, in order to
     fulfill the purpose of this Plan and without amending this Plan, grant
     Benefits to foreign nationals or individuals residing in foreign countries
     that contain provisions, restrictions, and limitations different from those
     set forth in this Plan and the Benefits made to United States residents in
     order to recognize differences among the countries in law, tax policy, and
     custom. Such grants shall be made in an attempt to give such individuals
     essentially the same benefits as contemplated by a grant to United States
     residents under the terms of this Plan.

12.  Listing and Registration of Shares. Each Option shall be subject to the
     requirement that if at any time the Plan Administrators shall determine, in
     their sole discretion, that it is necessary or desirable to list, register,
     or qualify the shares covered thereby on any securities exchange or under
     any state or federal law, or obtain the consent or approval of any
     governmental agency or regulatory body as a condition of, or in connection
     with, the granting of such Option or the issuance or purchase of shares
     thereunder, such Option may not be exercised in whole or in part unless and
     until such listing, registration, consent, or approval shall have been
     effected or obtained free of any conditions not acceptable to the Plan
     Administrators.

13.  Expiration and Termination of this Plan. This Plan may be abandoned or
     terminated at any time by the Plan Administrators except with respect to
     any Options then outstanding under this Plan. This Plan shall otherwise
     terminate on the earlier of the date that is five years from the date first
     appearing in this Plan or the date on which the 11 millionth share is
     issued hereunder.

14.  Amendment of this Plan. This Plan may not be amended more than once during
     any six month period, other than to comport with changes in the Code or the
     Employee Retirement Income Security Act or the rules and regulations
     promulgated thereunder. The Plan Administrators may modify and amend this
     Plan in any respect; provided, however, that to the extent such amendment
     or modification would cause this Plan to no longer comply with the
     applicable provisions of the Code governing incentive stock


                                    Page -9-

<PAGE>



benefits as they may be amended from time to time, such amendment or
modification shall also be approved by the shareholders of the Company.


     ATTEST:


           /s/ Larry Heaps
     ---------------------------------------------
              Larry Heaps, President















                                    Page -10-

<PAGE>



                            BRUCE M. PRITCHETT, P.C.
                                 ATTORNEY AT LAW
                    3809 South, West Temple Street, Suite 1-D
                           Salt Lake City, Utah 84115
                          Phone: (801) 281-0001 ext. 20
                               Fax: (801) 281-8763


December 4, 2001


Board of Directors
Career Worth, Inc.
385 East 800 South
Orem, Utah 84097

Re:  Legality and Authorization of Shares Issued Under Form S-8 Registration
Statement

Gentlemen:

     I have acted as special counsel for Career Worth, Inc., a Nevada
corporation (the "Company"), in the limited capacity of rendering an opinion
regarding the legality and authorization of the shares proposed to be registered
under an amended registration statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission ("the
Commission") under the Securities Act of 1933, as amended, ("the Act"). The
Company is registering a Benefit Plan Entitled "The 2001 Amended Benefit Plan of
Career Worth, Inc." (the "Benefit Plan") pursuant to which the Company has
authorized the issuance of a total of Fifteen Million (15,000,000) shares of the
Company's common stock, par value $.001 (the "Shares").

     In connection with the preparation of this Opinion, I have examined the
following:

          1.   The Company's Articles of Incorporation and amendments thereto
               and Bylaws as submitted to me by the Company pursuant to my
               request of the same;
          2.   The Registration Statement herein referenced;
          3.   The Board of Directors Resolutions, dated December 3 and December
               4, 2001, authorizing and approving the Company's 2001 Amended
               Benefit Plan and the preparation of the Registration Statement,
               in amounts up to 15,000,000 total shares;
          4.   The Company's Section 10(a) Prospectus for the Registration
               Statement;
          5.   The Company's Form 10-KSB for the fiscal year ended December 31,
               2000; the Company's Schedule 14(c) filed on May 14, 2001; and the
               Company's Form 10-QSB for the quarterly period ended September
               30,2001;
          6.   Such other documents as I have deemed necessary for the purposes
               of this Opinion.


                                    Page -11-

<PAGE>





Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt from this opinion any representations as to the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.

     The documentation and representations provided to me for this Opinion by
the Company and its duly authorized representatives indicate the Company is
validly organized under the laws of the State of Nevada; the Company is current
in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing of the Registration Statement; and that the Fifteen Million (15,000,000)
total shares to be included in the Registration Statement are available for
issuance based upon corporate documentation and on the amount of shares actually
issued and outstanding. As such, I am of the opinion that the Shares herein
referenced have been duly and validly authorized and that subject to compliance
with all provisions of the Plan, the Shares will be validly issued as fully paid
and non- assessable shares of common stock in the Company.

     This opinion is based upon and subject to the qualifications and
limitations specified below:

          A.   Certain of the remedial provisions of the 2001 Benefit Plan may
               be further limited or rendered unenforceable by other applicable
               laws and interpretations.
          B.   In rendering the opinion that the shares of the Common Stock to
               be registered pursuant to the Registration Statement and issued
               under the Benefit Plan will be validly issued, fully paid and
               non-assessable, I assumed that: (1) the Company's Board of
               Directors has exercised good faith in establishing the value paid
               for the Shares; (2) all issuances and cancellations of the
               capital stock of the Company will be fully and accurately
               reflected in the Company's Stock Records as provided by the
               Company's transfer agent; and (3) the consideration, as
               determined by the Company's Board of Directors, to be received in
               exchange for each issuance of common stock of the Company, has
               been paid in full and actually received by the Company.
          C.   I have made no independent verification of the facts asserted to
               be true and accurate by authorized representatives of the Company
               and have assumed that no person or entity has engaged in fraud or
               misrepresentations regarding the inducement relating to, or the
               execution or delivery of, the documents reviewed.
          D.   In rendering this opinion I have assumed that all signatures are
               genuine, that all documents submitted to me as copies conform
               substantially to the originals, that all documents have been duly
               executed on or as of the date represented on the documents, that
               execution and delivery of the documents was duly authorized on
               the part of the


                                    Page -12-

<PAGE>



               parties, that all documents are legal, valid and binding on the
               parties and that all corporate records are complete.
          E.   I have assumed that the Company is satisfying the substantive
               requirements of Form S-8 and I expressly disclaim any opinion
               regarding the Company's compliance with such requirements,
               whether they are of federal or state origin, or any opinion as to
               the subsequent tradeability of any Shares issued pursuant to the
               Benefit Plan.
          F.   I am admitted to practice law in the State of Utah. I am not
               admitted to practice law in the State of Nevada or in any
               jurisdiction where the Company may own property of transact
               business. This opinion is with respect to federal law only and I
               have not consulted legal counsel from any other jurisdiction, to
               any particular aspect of the facts, circumstances and
               transactions that are the subject of this opinion.
          G.   This opinion is strictly limited to the parameters contained and
               referenced herein and is valid only as to the signature date with
               respect tot he same. I assume no responsibility to advise you of
               any subsequent changes of developments which might affect any
               aspect of this opinion.

         I hereby consent to the use of this opinion as an exhibit to the
         Registration Statement. This opinion my not be used, relied upon,
         circulated, quoted or otherwise referenced in whole of in part for any
         purpose without my written consent.

         Sincerely,


         /s/ Bruce M. Pritchett



                                    Page -13-

<PAGE>







                             HJ & ASSOCIATES, L.L.C.



                         CONSENT OF INDEPENDENT AUDITORS


         Board of Directors and Shareholders
         Career Worth, Inc.
         Orem, Utah 84004

         We hereby consent to the use of our audit report dated April 13, 2001
         for the year ended December 31, 2000 which is incorporated by reference
         in this Form S-8 of Career Worth, Inc. and to all references to our
         firm in this Form S-8.

         /s/ HJ & Associates, LLC

         HJ & Associates, LLC
         Salt Lake City, Utah
         December 13, 2001



                                    Page -14-
[{"type": "S-8", "sequence": "1", "filename": "careers8dec01.txt", "secsgml_size_bytes": 26676}]
{"company-data": {"conformed-name": "CAREER WORTH INC", "cik": "0000934395", "assigned-sic": "7389", "irs-number": "870508350", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75124", "film-number": "1813840"}, "business-address": {"street1": "385 EAST 800 SOUTH", "city": "OREM", "state": "UT", "zip": "84097", "phone": "8014264600"}, "mail-address": {"street1": "386 EAST 800 SOUTH", "city": "OREM", "state": "UT", "zip": "84097"}, "former-company": [{"former-conformed-name": "DYNAMIC INFORMATION SYSTEM & EXCHANGE INC", "date-changed": "19990927"}, {"former-conformed-name": "M & K INVESTMENTS INC", "date-changed": "19950324"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                               Career Worth, Inc.
                               ------------------
             (Exact name of registrant as specified in its charter)

         Nevada                                      87-0663193
         --------                                    ----------
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

                      385 East 800 South, Orem, Utah 84004
                      ------------------------------------
                    (Address of principal executive offices)

                   The 2001 Benefit Plan of Career Worth, Inc.
                   -------------------------------------------
                            (Full title of the plan)

                Larry Heaps, 743 South 670 East, Orem, Utah 84097 (Name,
            address, including zip code, of agent for service)

                  Telephone number for Issuer: (801) 226-7523
                                               ---------------

                         CALCULATION OF REGISTRATION FEE
Title of Securities to be           Amounts to       Proposed Maximum           Proposed Maximum            Amount of
Registered                          be               Offering Price Per         Aggregate Offering          Registration
                                    Registered       Share(1)                   Price                       Fee
=================================== ================ =========================  =========================== ==================
Common Stock, 0.001 par               12,000,000           $0.007                    $84,000                      $21.00
value
=================================== ================ =========================  =========================== ==================
(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the average bid and asked price of the registrant's common
         stock as of December 13, 2001 a date within five business days prior to
         the date of filing of this registration statement.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Plan described herein.

                                    Page -1-
Incorporation of Prior Filing of Form S-8 by Reference

         The following documents filed by Career Worth, Inc., a Nevada
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:

         1.   The Company's Form S-8 (file number 333-61124) filed May 17, 2001.

         2.   The Company's Annual Report on Form 10-KSB for the fiscal year
              ended December 31, 2000.

         3. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended December 31, 2000.

         Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

                                    Page -2-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on December 13, 2001.

                                        Career Worth, Inc.

                                 By:  /s/  Larry Heaps
                                    -------------------------------------------
                                   Larry Heaps, as President and Director

                                    Page -3-
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                               Career Worth, Inc.
                             (a Nevada corporation)

                                    Page -4-
INDEX TO EXHIBITS

                                                                    Sequentially
Exhibits  SEC Ref. No.         Description of Exhibit             Numbered Pages
--------  ------------         ----------------------             --------------
A              4        2001 Amended Stock Benefit Plan of the             6
                        Company

B           5, 23(b)    Opinion and consent of Counsel with respect        11
                        to the legality of the issuance of securities
                        being issued
C            23(a)      Consent of Accountant                              14
THE 2001 AMENDED BENEFIT PLAN

                                       OF

                               CAREER WORTH, INC.
THE 2001 AMENDED BENEFIT PLAN OF CAREER WORTH, INC.

         Effective this 5th day of December, 2001, Career Worth, Inc., a Nevada
corporation (the "Company"), hereby adopts amendments to The 2001 Benefit Plan
of Career Worth, Inc. (the "Plan") dated April 23, 2001. Under the amended Plan,
the Company may issue stock, or grant options to acquire the Company's common
stock, par value $0.001 (the "Stock"), from time to time to employees of the
Company or its subsidiaries, all on the terms and conditions set forth herein
("Benefits"). In addition, at the discretion of the Board of Directors, Benefits
may from time to time be granted under this Plan to other individuals, including
consultants or advisors, who contribute to the success of the Company or its
subsidiaries but are not employees of the Company or its subsidiaries, provided
that bona fide services shall be rendered by consultants and advisors and such
services must not be in connection with the offer or sale of securities in a
capital-raising transaction. No stock may be issued, or option granted under the
benefit plan to consultants, advisors, or other persons who directly or
indirectly promote or maintain a market for the Company's securities.

1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.

2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with respect to
this Plan on such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan Administrators attending a duly and properly held meeting
shall be valid. Any Benefit approved by the Plan Administrators shall be
approved as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan. A total of Fifteen Million (15,000,000)
shares of Stock may be subject to, or issued pursuant to, Benefits granted under
this Plan. If any right to acquire Stock granted under this Plan is exercised by
the delivery of shares of Stock or the relinquishment of rights to shares of
Stock, only the net shares of Stock issued (the shares of stock issued less the
shares of Stock surrendered) shall count against the total number of shares
reserved for issuance under the terms of this Plan.

                                    Page -7-
4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.

5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.

6.   Term of Options issued as Benefits and Certain Limitations on Right to
     Exercise.

          a. Each Option issued as a benefit hereunder ("Option") shall have its
          term established by the Plan Administrators at the time the Option is
          granted.

          b. The term of the Option, once it is granted, may be reduced only as
          provided for in this Plan and under the express written provisions of
          the Option.

          c. Unless otherwise specifically provided by the written provisions of
          the Option or required by applicable disclosure or other legal
          requirements promulgated by the Securities and Exchange Commission
          ("SEC"), no participant of this Plan or his or her legal
          representative, legatee, or distributee will be, or shall be deemed to
          be, a holder of any shares subject to an Option unless and until such
          participant exercises his or her right to acquire all or a portion of
          the Stock subject to the Option and delivers the required
          consideration to the Company in accordance with the terms of this Plan
          and then only as to the number of shares of Stock acquired. Except as
          specifically provided in this Plan or as otherwise specifically
          provided by the written provisions of the Option, no adjustment to the
          exercise price or the number of shares of Stock subject to the Option
          shall be made for dividends or other rights for which the record date
          is prior to the date on which the Stock subject to the Option is
          acquired by the holder.

          d. Options shall vest and become exercisable at such time or times and
          on such terms as the Plan Administrators may determine at the time of
          the grant of the Option.

          e. Options may contain such other provisions, including further lawful
          restrictions on the vesting and exercise of the Options as the Plan
          Administrators may deem advisable.

          f. In no event may an Option be exercised after the expiration of its
          term.

          g. Options shall be non-transferable, except by the laws of descent
          and distribution.

                                    Page -8-
7.   Exercise Price. The Plan Administrators shall establish the exercise price
     payable to the Company for shares to be obtained pursuant to Options which
     exercise price may be amended from time to time as the Plan Administrators
     shall determine.

8.   Payment of Exercise Price. The exercise of any Option shall be contingent
     on receipt by the Company of the exercise price paid in either cash,
     certified or personal check payable to the Company.

9.   Withholding. If the grant of a Benefit hereunder, or exercise of an Option
     given as a Benefit is subject to withholding or other trust fund payment
     requirements of the Internal Revenue Code of 1986, as amended (the "Code"),
     or applicable state or local laws, the Company will initially pay the
     Optionee's liability and will be reimbursed by Optionee no later than six
     months after such liability arises and Optionee hereby agrees to such
     reimbursement terms.

10.  Dilution or Other Adjustment. The shares of Common Stock subject to this
     Plan and the exercise price of outstanding Options are subject to
     proportionate adjustment in the event of a stock dividend on the Common
     Stock or a change in the number of issued and outstanding shares of Common
     Stock as a result of a stock split, consolidation, or other
     recapitalization. The Company, at its option, may adjust the Options, issue
     replacements, or declare Options void.

11.  Benefits to Foreign Nationals. The Plan Administrators may, in order to
     fulfill the purpose of this Plan and without amending this Plan, grant
     Benefits to foreign nationals or individuals residing in foreign countries
     that contain provisions, restrictions, and limitations different from those
     set forth in this Plan and the Benefits made to United States residents in
     order to recognize differences among the countries in law, tax policy, and
     custom. Such grants shall be made in an attempt to give such individuals
     essentially the same benefits as contemplated by a grant to United States
     residents under the terms of this Plan.

12.  Listing and Registration of Shares. Each Option shall be subject to the
     requirement that if at any time the Plan Administrators shall determine, in
     their sole discretion, that it is necessary or desirable to list, register,
     or qualify the shares covered thereby on any securities exchange or under
     any state or federal law, or obtain the consent or approval of any
     governmental agency or regulatory body as a condition of, or in connection
     with, the granting of such Option or the issuance or purchase of shares
     thereunder, such Option may not be exercised in whole or in part unless and
     until such listing, registration, consent, or approval shall have been
     effected or obtained free of any conditions not acceptable to the Plan
     Administrators.

13.  Expiration and Termination of this Plan. This Plan may be abandoned or
     terminated at any time by the Plan Administrators except with respect to
     any Options then outstanding under this Plan. This Plan shall otherwise
     terminate on the earlier of the date that is five years from the date first
     appearing in this Plan or the date on which the 11 millionth share is
     issued hereunder.

14.  Amendment of this Plan. This Plan may not be amended more than once during
     any six month period, other than to comport with changes in the Code or the
     Employee Retirement Income Security Act or the rules and regulations
     promulgated thereunder. The Plan Administrators may modify and amend this
     Plan in any respect; provided, however, that to the extent such amendment
     or modification would cause this Plan to no longer comply with the
     applicable provisions of the Code governing incentive stock

                                    Page -9-
benefits as they may be amended from time to time, such amendment or
modification shall also be approved by the shareholders of the Company.

     ATTEST:

           /s/ Larry Heaps
     ---------------------------------------------
              Larry Heaps, President

                                    Page -10-
BRUCE M. PRITCHETT, P.C.
                                 ATTORNEY AT LAW
                    3809 South, West Temple Street, Suite 1-D
                           Salt Lake City, Utah 84115
                          Phone: (801) 281-0001 ext. 20
                               Fax: (801) 281-8763

December 4, 2001

Board of Directors
Career Worth, Inc.
385 East 800 South
Orem, Utah 84097

Re:  Legality and Authorization of Shares Issued Under Form S-8 Registration
Statement

Gentlemen:

     I have acted as special counsel for Career Worth, Inc., a Nevada
corporation (the "Company"), in the limited capacity of rendering an opinion
regarding the legality and authorization of the shares proposed to be registered
under an amended registration statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission ("the
Commission") under the Securities Act of 1933, as amended, ("the Act"). The
Company is registering a Benefit Plan Entitled "The 2001 Amended Benefit Plan of
Career Worth, Inc." (the "Benefit Plan") pursuant to which the Company has
authorized the issuance of a total of Fifteen Million (15,000,000) shares of the
Company's common stock, par value $.001 (the "Shares").

     In connection with the preparation of this Opinion, I have examined the
following:

          1.   The Company's Articles of Incorporation and amendments thereto
               and Bylaws as submitted to me by the Company pursuant to my
               request of the same;
          2.   The Registration Statement herein referenced;
          3.   The Board of Directors Resolutions, dated December 3 and December
               4, 2001, authorizing and approving the Company's 2001 Amended
               Benefit Plan and the preparation of the Registration Statement,
               in amounts up to 15,000,000 total shares;
          4.   The Company's Section 10(a) Prospectus for the Registration
               Statement;
          5.   The Company's Form 10-KSB for the fiscal year ended December 31,
               2000; the Company's Schedule 14(c) filed on May 14, 2001; and the
               Company's Form 10-QSB for the quarterly period ended September
               30,2001;
          6.   Such other documents as I have deemed necessary for the purposes
               of this Opinion.

                                    Page -11-
Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt from this opinion any representations as to the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.

     The documentation and representations provided to me for this Opinion by
the Company and its duly authorized representatives indicate the Company is
validly organized under the laws of the State of Nevada; the Company is current
in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing of the Registration Statement; and that the Fifteen Million (15,000,000)
total shares to be included in the Registration Statement are available for
issuance based upon corporate documentation and on the amount of shares actually
issued and outstanding. As such, I am of the opinion that the Shares herein
referenced have been duly and validly authorized and that subject to compliance
with all provisions of the Plan, the Shares will be validly issued as fully paid
and non- assessable shares of common stock in the Company.

     This opinion is based upon and subject to the qualifications and
limitations specified below:

          A.   Certain of the remedial provisions of the 2001 Benefit Plan may
               be further limited or rendered unenforceable by other applicable
               laws and interpretations.
          B.   In rendering the opinion that the shares of the Common Stock to
               be registered pursuant to the Registration Statement and issued
               under the Benefit Plan will be validly issued, fully paid and
               non-assessable, I assumed that: (1) the Company's Board of
               Directors has exercised good faith in establishing the value paid
               for the Shares; (2) all issuances and cancellations of the
               capital stock of the Company will be fully and accurately
               reflected in the Company's Stock Records as provided by the
               Company's transfer agent; and (3) the consideration, as
               determined by the Company's Board of Directors, to be received in
               exchange for each issuance of common stock of the Company, has
               been paid in full and actually received by the Company.
          C.   I have made no independent verification of the facts asserted to
               be true and accurate by authorized representatives of the Company
               and have assumed that no person or entity has engaged in fraud or
               misrepresentations regarding the inducement relating to, or the
               execution or delivery of, the documents reviewed.
          D.   In rendering this opinion I have assumed that all signatures are
               genuine, that all documents submitted to me as copies conform
               substantially to the originals, that all documents have been duly
               executed on or as of the date represented on the documents, that
               execution and delivery of the documents was duly authorized on
               the part of the

                                    Page -12-
parties, that all documents are legal, valid and binding on the
               parties and that all corporate records are complete.
          E.   I have assumed that the Company is satisfying the substantive
               requirements of Form S-8 and I expressly disclaim any opinion
               regarding the Company's compliance with such requirements,
               whether they are of federal or state origin, or any opinion as to
               the subsequent tradeability of any Shares issued pursuant to the
               Benefit Plan.
          F.   I am admitted to practice law in the State of Utah. I am not
               admitted to practice law in the State of Nevada or in any
               jurisdiction where the Company may own property of transact
               business. This opinion is with respect to federal law only and I
               have not consulted legal counsel from any other jurisdiction, to
               any particular aspect of the facts, circumstances and
               transactions that are the subject of this opinion.
          G.   This opinion is strictly limited to the parameters contained and
               referenced herein and is valid only as to the signature date with
               respect tot he same. I assume no responsibility to advise you of
               any subsequent changes of developments which might affect any
               aspect of this opinion.

         I hereby consent to the use of this opinion as an exhibit to the
         Registration Statement. This opinion my not be used, relied upon,
         circulated, quoted or otherwise referenced in whole of in part for any
         purpose without my written consent.

         Sincerely,

         /s/ Bruce M. Pritchett

                                    Page -13-
HJ & ASSOCIATES, L.L.C.

                         CONSENT OF INDEPENDENT AUDITORS

         Board of Directors and Shareholders
         Career Worth, Inc.
         Orem, Utah 84004

         We hereby consent to the use of our audit report dated April 13, 2001
         for the year ended December 31, 2000 which is incorporated by reference
         in this Form S-8 of Career Worth, Inc. and to all references to our
         firm in this Form S-8.

         /s/ HJ & Associates, LLC

         HJ & Associates, LLC
         Salt Lake City, Utah
         December 13, 2001

                                    Page -14-