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)


                 Curtis Johnson, 385 East 800 South, Orem, Utah
               84004 (Name, address, including zip code, of agent
                                  for service)

                   Telephone number for Issuer: (801) 426-4600
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
<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
value                        3,000,000        $0.03                 $90,000               $22.50
=========================    ==========       ==================    ==================    ============
</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 May 15, 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>




                     2001 Benefit Plan of Career Worth, Inc.
                  Cross-Reference Sheet Pursuant to Rule 404(a)

     Cross-reference  between  items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee,  consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings      Prospectus Heading

1.       Plan Information                             Section 10(a) Prospectus

2.       Registrant Information and                   Section 10(a) Prospectus
         Employee Plan Annual Information



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents 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 Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000.

         2.       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.

Item 4.  Description of Securities

     The  common  stock  of  the  Company  being  registered  pursuant  to  this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange  Act. A  description  of such  securities is contained in the
Company's  Form 10-SB filed with the  Commission  on January 24,  2000,  and any
amendment or report  filed for the purpose of updating  such  description.  Said
description is incorporated herein by reference.  (See "Item 3. Incorporation of
Documents by Reference.")





                                    Page -2-

<PAGE>



Item 5. Interests of Named Experts and Counsel

     Richard D.  Surber,  an attorney  licensed to practice  law in the State of
California, and a selling shareholder herein, is named herein as having rendered
an opinion on the validity of the securities  being  registered  herein and with
respect  to legal  matters  concerning  the  registration  and  offering  of the
securities  referred to herein.  Mr. Surber will receive 1,000,000 shares of the
Company's $0.001 par value common stock which represents approximately 2% of the
issued and outstanding  shares of the Company.  The shares are to be received by
Mr. Surber for services  rendered to the Company pursuant to his Fee Agreement a
copy of which is attached hereto as an exhibit.

Item 6. Indemnification of Directors and Officers

     The  Company's  Bylaws and section  78.751 of the Nevada  Revised  Statutes
provide for  indemnification  of the Company's officers and directors in certain
situations where they might otherwise  personally  incur  liability,  judgments,
penalties,  fines and expenses in  connection  with a  proceeding  or lawsuit to
which they might become parties because of their position with the Company.

Section 78.751. Indemnification of officers, directors, employees and agents;
advancements of expenses, states the following:

1. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative or investigative,  except an
action by or in the right of the  corporation,  by reason of the fact that he is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses,  including attorneys' fees, judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action,  suit or  proceeding  if he acted in good faith and in a manner
which he  reasonably  believed to be in or not opposed to the best  interests of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo  contendere  or its  equivalent,  does  not,  of  itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened,  pending or completed action or suit by or
in the right of the  corporation to procure a judgment in its favor by reason of
the  fact  that he is or was a  director,  officer,  employee  or  agent  of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses,  including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection  with the defense or  settlement of the action or suit if he acted in
good faith and in a manner which he reasonably  believed to be in or not opposed
to the best interests of the  corporation.  Indemnification  may not be made for
any  claim,  issue or matter as to which such a person  has been  adjudged  by a
court of competent  jurisdiction,  after exhaustion of all appeals therefrom, to
be  liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
corporation, unless and only to the extent that the court in which the action or
suit was  brought  or other  court of  competent  jurisdiction  determines  upon
application that in view of all the circumstances of the case, the person is


                                    Page -3-

<PAGE>



fairly and reasonable entitled to indemnity for such expenses as the court deems
proper.

3. To the extent that a director,  officer,  employee or agent of a  corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein,  he must be indemnified by the corporation  against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.

4. Any  indemnification  under subsections 1 and 2, unless ordered by a court or
advanced  pursuant  to  subsection  5, must be made by the  corporation  only as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee  or  agent is  proper  in the  circumstances.  The
determination must be made:

         (a)      By the stockholders;
         (b)      By the board of directors by majority vote of a quorum
                  consisting of directors who were not parties to the act, suit
                  or proceeding;
         (c)      If a majority vote of a quorum consisting of directors who
                  were not parties to the act, suit or proceeding so orders, by
                  independent legal counsel in a written opinion; or
         (d)      If a quorum consisting of directors who were not parties to
                  the act, suit or proceeding cannot be obtained, by independent
                  legal counsel in a written opinion.

5. The  articles  of  incorporation,  the  bylaws  or an  agreement  made by the
corporation may provide that the expenses of officers and directors  incurred in
defending a civil or criminal  action,  suit or  proceeding  must be paid by the
corporation as they are incurred and in advance of the final  disposition of the
action,  suit or  proceeding,  upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately  determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  The  provisions  of this  subsection  do not  affect any rights to
advancement  of expenses to which  corporate  personnel  other than directors or
officers may be entitled under any contract or otherwise by law.

6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:

     (a)  Does  not  exclude  any  other  rights  to  which  a  person   seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation  or any bylaw,  agreement,  vote of stockholders or  disinterested
directors  or  otherwise,  for either an action in his  official  capacity or an
action  in  another   capacity   while   holding   his   office,   except   that
indemnification,  unless ordered by a court pursuant to subsection 5, may not be
made  to or on  behalf  of any  director  or  officer  if a  final  adjudication
establishes that his acts or omissions involved intentional misconduct, fraud or
a knowing violation of the law and was material to the cause of action.

     (b)  Continues  for a person  who has  ceased  to be a  director,  officer,
employee  or agent  and  inures  to the  benefit  of the  heirs,  executors  and
administrators of such a person.

To the extent that indemnification may be related to liability arising under the
Securities Act, the Securities and Exchange  Commission  takes the position that
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.


                                    Page -4-

<PAGE>



Item 7.   Exemption from Registration Claimed

No restricted securities are being re-offered or resold pursuant to this
registration statement.

Item 8. Exhibits.

         The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 8.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this Registration Statement to include
         any material information with respect to the plan of distribution not
         previously disclosed in the Registration Statement or any material
         change to such information in the Registration Statement.

         (2) To treat, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment as a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.




                                    Page -5-

<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, in Orem, Utah on May 15, 2001.

                          Career Worth, Inc.

                          By: Curtis T. Johnson
                            --------------------------------------
                            Curtis T. Johnson, as CEO and Director



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Curtis T. Johnson with power of substitution,  as
his attorney-in-fact for him, in all capacities,  to sign any amendments to this
registration  statement and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said   attorney-in-fact   or  his
substitutes may do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.




Signature                         Title                             Date



/s/ Larry Heaps              President and Director               May 15, 2001
------------------
Larry Heaps


 /s/ Curtis T. Johnson             Director                       May 15, 2001
-----------------------
Curtis T. Johnson










                                    Page -6-

<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 -7-

<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
<S>         <C>               <C>                                                   <C>

                                                                                      Page
Exhibits     SEC Ref. No.                Description of Exhibit
--------     ------------                ----------------------
   A              4            2001 Stock Benefit Plan of the Company                  9
   B           5, 23(b)        Opinion and consent of Counsel with respect to          14
                               the legality of the issuance of securities being
                               issued
   C            23(a)          Consent of Accountant                                   17
   D              99           Fee Agreement with Richard Surber, Attorney             18
                               at Law
   E              99           Conflicts Letter and Consent                            21

</TABLE>





















                                    Page -8-

<PAGE>










                              THE 2001 BENEFIT PLAN

                                       OF

                               CAREER WORTH, INC.













                                    Page -9-

<PAGE>



                   THE 2001 BENEFIT PLAN OF CAREER WORTH, INC.

     Career Worth, Inc., a Nevada corporation (the "Company"), hereby adopts The
2001 Benefit  Plan of Career  Worth,  Inc.  (the "Plan") this 23rd day of April,
2001.  Under the 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 three  million  (3,000,000)
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 -10-

<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.

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.


                                   Page -11-

<PAGE>



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 3 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  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/ Curtis T. Johnson
     ---------------------------
         Curtis T. Johnson, CEO


                                    Page -12-

<PAGE>



                                    EXHIBIT A

                               NOTICE OF EXERCISE





                   (To be signed only upon exercise of Option)

TO: CAREER WORTH, INC.

     The  undersigned,  the owner of the  attached  Option,  hereby  irrevocably
elects to exercise the rights to purchase  thereunder  ______________  shares of
Common  Stock of Career  Worth,  Inc.  and  herewith  pays for the shares in the
manner specified in the Option.  The undersigned  requests that the certificates
for such shares be delivered to them according to instructions  indicated below.
If such  shares  are not all of the shares  purchasable  under the  Option,  the
undersigned  further  requests  that a new  option  certificate  be  issued  and
delivered to the  undersigned  for the remaining  shares  purchasable  under the
Option.

DATED this ________ day of ______________, 200__.






         By:_____________________________


Instructions for delivery:

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

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

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

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

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



                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]


                                    Page -13-

<PAGE>



                                RICHARD D. SURBER
                               ATTORNEY- AT- LAW*
                            200 South Los Robles Ave
                                    Suite 230
                           Pasadena, California 91101

                                                    *Admitted only in California




                                 April 23, 2001


Board of Directors
Career Worth, Inc.
385 East 800 South
Orem, Utah 84004

Re: Form S-8 Registration Statement

Gentlemen:

     I  have  acted  as  special  counsel  for  Career  Worth,  Inc.,  a  Nevada
corporation (the "Company"),  in connection with the preparation and filing with
the Securities and Exchange  Commission ("the  Commission") under the Securities
Act of 1933,  as amended,  ("the Act") of a  registration  statement on Form S-8
(the  "Registration  Statement").  The  Company is  registering  a Benefit  Plan
entitled  "The 2001 Benefit Plan of Career  Worth,  Inc." (the  "Benefit  Plan")
pursuant to which the Company has authorized the issuance of 3,000,000 shares of
the Company's  common stock,  par value $.001.  In connection with the Company's
filing of the Registration  Statement,  you have requested my opinion  regarding
the validity of the issuance of the aforementioned Shares.

     This  opinion  letter  (this  "Opinion")  is  governed  by,  and  shall  be
interpreted  in accordance  with the Legal Opinion  Accord (the "Accord") of the
ABA Section of Business Law (1991). As a consequence,  it is subject to a number
of qualifications  and limitations,  all as more  particularly  described in the
Accord, and this Opinion should be read in conjunction therewith.

     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;
     2. The Registration Statement herein referenced;
     3. The authorization and approval, dated April 23, 2001, by the Company's
     Board of Directors of the Company's 2001 Benefit Plan concerning the Shares
     and Registration Statement;
     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
     and the Company's Form 10-QSB for the quarterly period ended September 30,
     2000; and
     6. Such other documents as I have deemed necessary for the purposes of this
     Opinion.


                                    Page -14-

<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 document 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  that 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  number  of  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
provision  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 nonassessable,  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 misrepresentation 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 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


                                    Page -15-

<PAGE>



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  California.  I am not
admitted  to  practice  law in the State of Nevada or in any other  jurisdiction
where the Company may own  property or transact  business.  This opinion is with
respect to federal  law only and I have not  consulted  legal  counsel  from any
other  jurisdiction for the purpose of the opinion contained herein. I expressly
except  from this  opinion  any opinion as to whether or to what extent a Nevada
court or any other court  would apply  Nevada law, or the law of any other state
or  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 to the
same.  I assume no  responsibility  to advise you of any  subsequent  changes or
developments which might affect any aspect to this opinion.

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

Sincerely,


  /s/ Richard D. Surber
-----------------------
Richard D. Surber






                                    Page -16-

<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, 2001 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
May 16, 2001





                                    Page -17-

<PAGE>



                        FEE AGREEMENT FOR LEGAL SERVICES

This FEE AGREEMENT FOR LEGAL SERVICES (the "Agreement") is between Career Worth,
Inc, ("Client" or the "Company") whose address is 385 East 800 South, Orem, Utah
84004,  and Richard  Surber  ("Attorney")  whose address is 200 South Los Robles
Ave., Suite 230, Pasadena, California 91101.

Attorney  has agreed to provide  legal  services to Client  with  respect to the
following legal matters and special projects referred to Attorney by Client from
time to time.

         1. Prepare and file a Form 14C with the Securities and Exchange
Commission ("SEC") on behalf of the Client;

         2. Prepare and File an S-8 Registration for the Company under the
Securities Act of 1933 together with all necessary corporate minutes and
documentation, including a reoffering prospectus and an employee benefit plan
for the Company and any necessary consulting or employment contracts;

         3. Prepare and file Articles of Amendment to the Client's Articles of
Incorporation, and all necessary corporate minutes to accomplish the same;

         4. Make any necessary filings with the SEC on the EDGAR system; and, if
 requested,

         5. Assist the Client in filing necessary Forms 10-QSB with the SEC
during the current fiscal year.

This agreement is made in advance as to the conditions and guidelines  that will
govern the relationship  between the parties.  All work performed hereunder will
be done under the supervision of a licensed Utah attorney.

To protect both of the parties and to comply with professional  obligations,  we
have already  discussed with each other and resolved any potential  conflicts of
interest  with present or former  clients.  The  services  which  Attorney  will
provide shall be in accordance with the following terms and conditions:

1.       Professional Fees

         Fees will be based upon the reasonable value of Attorney's services as
         determined in accordance with the American Bar Association  Model Code
         of  Professional  Responsibility  and the Utah  Rules of  Professional
         Conduct. Fees will be based on the rates charged by Attorney.

         Attorney's  rate is Three  Hundred  Dollars  ($300)  per  hour.  It is
         anticipated  that  Client and  Attorney  will agree on a fixed fee for
         special  projects from time to time.  The fixed fee  arrangements  for
         special projects will be agreed to in writing from time to time.

         Client understands  Attorney's billing rate may be reasonably adjusted
         from time to time, but not more  frequently  than annually.  Notice of
         any such adjustments  will be given within a reasonable  time.  Client
         further  understands that during the course of Attorney's  engagement,
         it may be necessary or advisable to delegate  various portions of this
         matter to others.



                                    Page -18-

<PAGE>



         Client has agreed to  reimburse  attorney  by way of a flat fee of one
         million  (1,000,000)  shares  of the  Company's  common  stock for the
         services   listed  above.  In  the  event  that  Client  requests  any
         additional work, attorney will receive additional  compensation at his
         normal billing rate as set out above.

2.       Costs and Expenses

         Client  understands  that in the course of  representation,  it may be
         necessary for Attorney to incur certain costs or expenses. Client will
         reimburse Attorney for certain costs or expenses actually incurred and
         reasonably  necessary for completing the assigned  matter,  as long as
         the charges for costs and expenses are competitive  with other sources
         of the same  products  or  services.  More  particularly,  Client will
         reimburse Attorney in accordance with the following guidelines:

         A.       Computer-Related Expenses. Client will reimburse Attorney for
                  computerized research and research services. However, any
                  charges over $500 per month will require approval. Client also
                  encourages Attorney to utilize computer services which will
                  enable Attorney to more efficiently manage the projects.

         B.       Travel.  Client will reimburse Attorney for expenses in
                  connection with out of town travel. However, Client will only
                  reimburse for economy class travel and, where necessary, for
                  the reasonable cost of a rental car. All related travel
                  expenses, i.e., lodging and meals, must be reasonable under
                  the circumstances.

         C.       Filing Fees & Court Costs.  Client will reimburse Attorney for
                  expenses incurred in connection with filing fees and court
                  costs, if any, but will not be responsible for sanctions or
                  penalties imposed due to the conduct of Attorney.

3.       Billing

         All bills will  include a summary  statement  of the kinds of services
         rendered during the relevant period. Client expects that Attorney will
         maintain back-up documentation for all expenses.  Client expects to be
         billed monthly or at the conclusion of each project and expects to pay
         Attorney's invoices as described below.

4.       Payment

         Client agrees to satisfy  Attorney's fees contracted for herein by way
         of the  issuance  by Client to  attorney  of one  million  (1,000,000)
         shares of common stock of Career Worth,  Inc. (the "Fee Shares").  The
         Fee Shares shall be issued and  delivered to Attorney  within five (5)
         days  of  the  signing  of  this  agreement.  The  Fee  Shares  may be
         liquidated  from  time to  time  at  Attorney's  direction  as  market
         conditions  allow. In the event Client  requests  additional work from
         Attorney,  Attorney  will send Client a statement  for any  additional
         fees and costs on a monthly  basis.  Unless  objection  is made to the
         bill,  Attorney shall be paid for such  additional work either in cash
         or additional stock at the option of Client. It is specifically agreed
         and  understood  that Attorney,  has not been engaged to perform,  nor
         will  Attorney  agree to perform  any  services in  connection  with a
         capital raising transaction in exchange for shares. It is mutually


                                    Page -19-

<PAGE>



         understood and agreed that any fees for services that are in connection
         with a capital raising transaction shall be paid in cash.

5.       Registration of Client Shares

         No later than five (5) days  following  the date  hereof as to the Fee
         Shares,  Client  will  cause  such  shares to be  registered  with the
         Securities  and  Exchange   Commission  under  a  Form  S-8  or  other
         applicable   registration   statement,   and  it  shall   cause   such
         registration  statement to remain effective at all time while Attorney
         holds such shares. At Attorney's  election,  such shares may be issued
         prior to  registration  in reliance on  exemptions  from  registration
         provided by Section 4(2) of the Securities Act of 1933 (the "33 Act"),
         Regulation D of the '33 Act, and applicable state securities laws.

6.       Involvement of Client

         Client  expects  to be kept  closely  involved  with the  progress  of
         Attorney's services in this matter. Attorney will keep Client informed
         of all  material  developments  in this  matter,  and,  in the case of
         litigation  or  administrative  proceedings,  will provide  sufficient
         notice to enable a  representative  to attend  meetings,  conferences,
         hearings and other  proceedings.  A copy of all  correspondence in the
         course of Attorney's services will be forwarded to Client.

         There may be times when Attorney will need to obtain  information from
         Client.  All requests  for access to  documents,  employees,  or other
         information  shall  be  granted  without  unreasonable  delay.  At the
         conclusion of this matter,  all documents  obtained  shall be returned
         upon request.

7.       Termination

         Client  shall have the right to  terminate  Attorney's  engagement  by
         written  notice at any time.  Attorney has the same right to terminate
         this  engagement,  subject to an obligation to give Client  reasonable
         notice to permit it to obtain  alternative  representation or services
         and  subject  to  applicable  ethical  provisions.  Attorney  will  be
         expected to provide  reasonable  assistance in effecting a transfer of
         responsibilities to the new firm.

                                    "Client"
                                             Career Worth, Inc.


Dated: May 4, 2001                           By: /s/ Curtis Johnson
                                                --------------------
                                                Name: Curtis Johnson
                                                Title President

                                   "Attorney"


Dated: April 30, 2001                         /s/ Richard D. Surber
                                             ----------------------
                                             Richard D. Surber


                                    Page -20-

<PAGE>



                                RICHARD D. SURBER
                                Attorney at Law*
                           200 South Los Robles Avenue
                                    Suite 230
                           Pasadena, California 91101


                                                    *Admitted only in California


April 24,2001

Curtis Johnson, CEO
Career Worth, Inc.
385 East 800 South
Orem, Utah 84004


Dear Curtis:

This letter confirms our  understanding  that I am to be issued 1,000,000 shares
of Career Worth,  Inc. common stock with S-8 registration  rights.  These shares
are issued to me, in lieu of cash, as payment for legal  services  provided with
respect to filings with the Securities and Exchange Commission for Career Worth,
Inc.  including  a Form 14C  filing and  preparation  of an S-8 filing and other
miscellaneous corporate work.

In order for me to accept  securities as  compensation,  I must obtain informed,
written  consent  from the  Company.  The  purpose of this  letter is to request
informed, written consent to the receipt of such compensation.

Essentially, certain conflicts of interest may arise from my accepting an equity
position in the Company for legal services. More specifically, the interests and
objectives  of one party  may  become  inconsistent  and  incompatible  with the
interests and objectives of another party.

Attorneys are governed by specific rules regarding the representation of clients
when present or potential conflicts of interest exist. Rules 3-310(A),  (B), and
(C) and (E) of the Rules of Professional  Conduct of the State Bar of California
provide as follows

         "Rule 3-310 Avoiding Interests Adverse to a Client
         -------------------------------------------
        A. For purposes of this rule:
         ------------------------------
         1. 'Disclosure' means informing the client or former client of the
         relevant circumstances and of the actual and reasonably foreseeable
         adverse consequences to the client or former client;


                                    Page -21-

<PAGE>



          2. 'Informed written consent' means the client's or former client's
          written agreement to the representation following written disclosure;

          3. 'Written' means any writing as defined in Evidence Code Section
          250.

         B. A member shall not accept or continue representation of a client
         without providing written disclosure to the client where:

          1. The member has a legal, business, financial, professional, or
          personal relationship with a party or witness in the same matter; or

          2. The member knows or reasonably should know that:

          (a) the member previously had a legal, business, financial,
          professional, or personal relationship with a party or witness in the
          same matter; and

          (b) the previous relationship would substantially affect the member's
          representation; or

          3. The member has or had a legal, business,  financial,  professional,
          or  personal  relationship  with  another  person or entity the member
          knows or  reasonably  should know would be affected  substantially  by
          resolution of the matter; or

          4. The member has or had a legal, business, financial, or professional
          interest in the subject matter of the representation.

        C. A member shall not, without the informed written consent of each
        client:

          1. Accept representation of more than one client in a matter in which
          the interests of the clients potentially conflict; or

          2. Accept or continue representation of more than one client in a
          matter in which the interests of the clients actually conflict; or

          3. Represent a client in a matter and at the same time in a separate
          matter accept as a client a person or entity whose interest in the
          first matter is adverse to the client in the first matter.

        D. A member shall not, without the informed written consent of the
        client or former client accept employment adverse to the client or
        former client where, by reason of the representation of the client or
        former client, the member has obtained confidential information
        material to the employment."

Because of possible conflicts of interest,  I suggest that the Company carefully
consider the  implications  of  compensation  in the form of common stock of the
Company.  Additionally,  I  recommend  that  the  Company  seek  the  advice  of
independent counsel should any questions arise regarding the existence of actual
or potential conflicts of interest which may presently exist or which may arise.



                                    Page -22-

<PAGE>


Once the Company has fully considered such implications, if they so desire, they
may consent to my accepting  common stock as  compensation  by signing a copy of
this  letter  acknowledging  that  (i) the  Company  has been  advised  of rules
3-310(A),  (B), (C), and (E) and of the conflicts  associated  with the proposed
arrangement, and (ii) nevertheless,  the Company wants me to represent it and be
compensated with common stock.


                                                     Very truly yours,

                                                     /s/ Richard Surber
                                                     --------------------------
                                                     Richard Surber



                                     CONSENT

Richard D. Surber has explained to the undersigned  that there may exist present
and  conflicting  interests  in the  above-described  action and Mr.  Surber has
informed me of the possible consequences of these conflicts.

I understand  that I have the right to seek  independent  counsel before signing
this  Consent  or at any  future  time.  The  undersigned  nevertheless  desires
representation by and payment of common stock to Richard D. Surber to the extent
described  above,   and,   therefore,   consents  and  gives  approval  to  such
representation and payment.

 Dated: May 4, 2001

Career Worth, Inc.



By: /s/ Curtis Johnson
    -------------------
    Curtis Johnson,CEO












                                    Page -23-

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "careers-8.txt", "secsgml_size_bytes": 57931}]
{"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": "333-61124", "film-number": "1642536"}, "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"}}
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)

                 Curtis Johnson, 385 East 800 South, Orem, Utah
               84004 (Name, address, including zip code, of agent
                                  for service)

                   Telephone number for Issuer: (801) 426-4600
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
value                        3,000,000        $0.03                 $90,000               $22.50
=========================    ==========       ==================    ==================    ============
(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 May 15, 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-
2001 Benefit Plan of Career Worth, Inc.
                  Cross-Reference Sheet Pursuant to Rule 404(a)

     Cross-reference  between  items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee,  consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings      Prospectus Heading

1.       Plan Information                             Section 10(a) Prospectus

2.       Registrant Information and                   Section 10(a) Prospectus
         Employee Plan Annual Information

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents 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 Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000.

         2.       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.

Item 4.  Description of Securities

     The  common  stock  of  the  Company  being  registered  pursuant  to  this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange  Act. A  description  of such  securities is contained in the
Company's  Form 10-SB filed with the  Commission  on January 24,  2000,  and any
amendment or report  filed for the purpose of updating  such  description.  Said
description is incorporated herein by reference.  (See "Item 3. Incorporation of
Documents by Reference.")

                                    Page -2-
Item 5. Interests of Named Experts and Counsel

     Richard D.  Surber,  an attorney  licensed to practice  law in the State of
California, and a selling shareholder herein, is named herein as having rendered
an opinion on the validity of the securities  being  registered  herein and with
respect  to legal  matters  concerning  the  registration  and  offering  of the
securities  referred to herein.  Mr. Surber will receive 1,000,000 shares of the
Company's $0.001 par value common stock which represents approximately 2% of the
issued and outstanding  shares of the Company.  The shares are to be received by
Mr. Surber for services  rendered to the Company pursuant to his Fee Agreement a
copy of which is attached hereto as an exhibit.

Item 6. Indemnification of Directors and Officers

     The  Company's  Bylaws and section  78.751 of the Nevada  Revised  Statutes
provide for  indemnification  of the Company's officers and directors in certain
situations where they might otherwise  personally  incur  liability,  judgments,
penalties,  fines and expenses in  connection  with a  proceeding  or lawsuit to
which they might become parties because of their position with the Company.

Section 78.751. Indemnification of officers, directors, employees and agents;
advancements of expenses, states the following:

1. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative or investigative,  except an
action by or in the right of the  corporation,  by reason of the fact that he is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses,  including attorneys' fees, judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action,  suit or  proceeding  if he acted in good faith and in a manner
which he  reasonably  believed to be in or not opposed to the best  interests of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo  contendere  or its  equivalent,  does  not,  of  itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened,  pending or completed action or suit by or
in the right of the  corporation to procure a judgment in its favor by reason of
the  fact  that he is or was a  director,  officer,  employee  or  agent  of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses,  including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection  with the defense or  settlement of the action or suit if he acted in
good faith and in a manner which he reasonably  believed to be in or not opposed
to the best interests of the  corporation.  Indemnification  may not be made for
any  claim,  issue or matter as to which such a person  has been  adjudged  by a
court of competent  jurisdiction,  after exhaustion of all appeals therefrom, to
be  liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
corporation, unless and only to the extent that the court in which the action or
suit was  brought  or other  court of  competent  jurisdiction  determines  upon
application that in view of all the circumstances of the case, the person is

                                    Page -3-
fairly and reasonable entitled to indemnity for such expenses as the court deems
proper.

3. To the extent that a director,  officer,  employee or agent of a  corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein,  he must be indemnified by the corporation  against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.

4. Any  indemnification  under subsections 1 and 2, unless ordered by a court or
advanced  pursuant  to  subsection  5, must be made by the  corporation  only as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee  or  agent is  proper  in the  circumstances.  The
determination must be made:

         (a)      By the stockholders;
         (b)      By the board of directors by majority vote of a quorum
                  consisting of directors who were not parties to the act, suit
                  or proceeding;
         (c)      If a majority vote of a quorum consisting of directors who
                  were not parties to the act, suit or proceeding so orders, by
                  independent legal counsel in a written opinion; or
         (d)      If a quorum consisting of directors who were not parties to
                  the act, suit or proceeding cannot be obtained, by independent
                  legal counsel in a written opinion.

5. The  articles  of  incorporation,  the  bylaws  or an  agreement  made by the
corporation may provide that the expenses of officers and directors  incurred in
defending a civil or criminal  action,  suit or  proceeding  must be paid by the
corporation as they are incurred and in advance of the final  disposition of the
action,  suit or  proceeding,  upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately  determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  The  provisions  of this  subsection  do not  affect any rights to
advancement  of expenses to which  corporate  personnel  other than directors or
officers may be entitled under any contract or otherwise by law.

6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:

     (a)  Does  not  exclude  any  other  rights  to  which  a  person   seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation  or any bylaw,  agreement,  vote of stockholders or  disinterested
directors  or  otherwise,  for either an action in his  official  capacity or an
action  in  another   capacity   while   holding   his   office,   except   that
indemnification,  unless ordered by a court pursuant to subsection 5, may not be
made  to or on  behalf  of any  director  or  officer  if a  final  adjudication
establishes that his acts or omissions involved intentional misconduct, fraud or
a knowing violation of the law and was material to the cause of action.

     (b)  Continues  for a person  who has  ceased  to be a  director,  officer,
employee  or agent  and  inures  to the  benefit  of the  heirs,  executors  and
administrators of such a person.

To the extent that indemnification may be related to liability arising under the
Securities Act, the Securities and Exchange  Commission  takes the position that
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                    Page -4-
Item 7.   Exemption from Registration Claimed

No restricted securities are being re-offered or resold pursuant to this
registration statement.

Item 8. Exhibits.

         The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 8.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this Registration Statement to include
         any material information with respect to the plan of distribution not
         previously disclosed in the Registration Statement or any material
         change to such information in the Registration Statement.

         (2) To treat, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment as a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                    Page -5-
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, in Orem, Utah on May 15, 2001.

                          Career Worth, Inc.

                          By: Curtis T. Johnson
                            --------------------------------------
                            Curtis T. Johnson, as CEO and Director

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Curtis T. Johnson with power of substitution,  as
his attorney-in-fact for him, in all capacities,  to sign any amendments to this
registration  statement and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said   attorney-in-fact   or  his
substitutes may do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                         Title                             Date

/s/ Larry Heaps              President and Director               May 15, 2001
------------------
Larry Heaps

 /s/ Curtis T. Johnson             Director                       May 15, 2001
-----------------------
Curtis T. Johnson

                                    Page -6-
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 -7-
INDEX TO EXHIBITS
Page
Exhibits     SEC Ref. No.                Description of Exhibit
--------     ------------                ----------------------
   A              4            2001 Stock Benefit Plan of the Company                  9
   B           5, 23(b)        Opinion and consent of Counsel with respect to          14
                               the legality of the issuance of securities being
                               issued
   C            23(a)          Consent of Accountant                                   17
   D              99           Fee Agreement with Richard Surber, Attorney             18
                               at Law
   E              99           Conflicts Letter and Consent                            21
Page -8-
THE 2001 BENEFIT PLAN

                                       OF

                               CAREER WORTH, INC.

                                    Page -9-
THE 2001 BENEFIT PLAN OF CAREER WORTH, INC.

     Career Worth, Inc., a Nevada corporation (the "Company"), hereby adopts The
2001 Benefit  Plan of Career  Worth,  Inc.  (the "Plan") this 23rd day of April,
2001.  Under the 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 three  million  (3,000,000)
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 -10-
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.

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.

                                   Page -11-
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 3 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  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/ Curtis T. Johnson
     ---------------------------
         Curtis T. Johnson, CEO

                                    Page -12-
EXHIBIT A

                               NOTICE OF EXERCISE

                   (To be signed only upon exercise of Option)

TO: CAREER WORTH, INC.

     The  undersigned,  the owner of the  attached  Option,  hereby  irrevocably
elects to exercise the rights to purchase  thereunder  ______________  shares of
Common  Stock of Career  Worth,  Inc.  and  herewith  pays for the shares in the
manner specified in the Option.  The undersigned  requests that the certificates
for such shares be delivered to them according to instructions  indicated below.
If such  shares  are not all of the shares  purchasable  under the  Option,  the
undersigned  further  requests  that a new  option  certificate  be  issued  and
delivered to the  undersigned  for the remaining  shares  purchasable  under the
Option.

DATED this ________ day of ______________, 200__.

         By:_____________________________

Instructions for delivery:

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

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

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

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

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

                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

                                    Page -13-
RICHARD D. SURBER
                               ATTORNEY- AT- LAW*
                            200 South Los Robles Ave
                                    Suite 230
                           Pasadena, California 91101

                                                    *Admitted only in California

                                 April 23, 2001

Board of Directors
Career Worth, Inc.
385 East 800 South
Orem, Utah 84004

Re: Form S-8 Registration Statement

Gentlemen:

     I  have  acted  as  special  counsel  for  Career  Worth,  Inc.,  a  Nevada
corporation (the "Company"),  in connection with the preparation and filing with
the Securities and Exchange  Commission ("the  Commission") under the Securities
Act of 1933,  as amended,  ("the Act") of a  registration  statement on Form S-8
(the  "Registration  Statement").  The  Company is  registering  a Benefit  Plan
entitled  "The 2001 Benefit Plan of Career  Worth,  Inc." (the  "Benefit  Plan")
pursuant to which the Company has authorized the issuance of 3,000,000 shares of
the Company's  common stock,  par value $.001.  In connection with the Company's
filing of the Registration  Statement,  you have requested my opinion  regarding
the validity of the issuance of the aforementioned Shares.

     This  opinion  letter  (this  "Opinion")  is  governed  by,  and  shall  be
interpreted  in accordance  with the Legal Opinion  Accord (the "Accord") of the
ABA Section of Business Law (1991). As a consequence,  it is subject to a number
of qualifications  and limitations,  all as more  particularly  described in the
Accord, and this Opinion should be read in conjunction therewith.

     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;
     2. The Registration Statement herein referenced;
     3. The authorization and approval, dated April 23, 2001, by the Company's
     Board of Directors of the Company's 2001 Benefit Plan concerning the Shares
     and Registration Statement;
     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
     and the Company's Form 10-QSB for the quarterly period ended September 30,
     2000; and
     6. Such other documents as I have deemed necessary for the purposes of this
     Opinion.

                                    Page -14-
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 document 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  that 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  number  of  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
provision  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 nonassessable,  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 misrepresentation 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 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

                                    Page -15-
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  California.  I am not
admitted  to  practice  law in the State of Nevada or in any other  jurisdiction
where the Company may own  property or transact  business.  This opinion is with
respect to federal  law only and I have not  consulted  legal  counsel  from any
other  jurisdiction for the purpose of the opinion contained herein. I expressly
except  from this  opinion  any opinion as to whether or to what extent a Nevada
court or any other court  would apply  Nevada law, or the law of any other state
or  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 to the
same.  I assume no  responsibility  to advise you of any  subsequent  changes or
developments which might affect any aspect to this opinion.

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

Sincerely,

  /s/ Richard D. Surber
-----------------------
Richard D. Surber

                                    Page -16-
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, 2001 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
May 16, 2001

                                    Page -17-
FEE AGREEMENT FOR LEGAL SERVICES

This FEE AGREEMENT FOR LEGAL SERVICES (the "Agreement") is between Career Worth,
Inc, ("Client" or the "Company") whose address is 385 East 800 South, Orem, Utah
84004,  and Richard  Surber  ("Attorney")  whose address is 200 South Los Robles
Ave., Suite 230, Pasadena, California 91101.

Attorney  has agreed to provide  legal  services to Client  with  respect to the
following legal matters and special projects referred to Attorney by Client from
time to time.

         1. Prepare and file a Form 14C with the Securities and Exchange
Commission ("SEC") on behalf of the Client;

         2. Prepare and File an S-8 Registration for the Company under the
Securities Act of 1933 together with all necessary corporate minutes and
documentation, including a reoffering prospectus and an employee benefit plan
for the Company and any necessary consulting or employment contracts;

         3. Prepare and file Articles of Amendment to the Client's Articles of
Incorporation, and all necessary corporate minutes to accomplish the same;

         4. Make any necessary filings with the SEC on the EDGAR system; and, if
 requested,

         5. Assist the Client in filing necessary Forms 10-QSB with the SEC
during the current fiscal year.

This agreement is made in advance as to the conditions and guidelines  that will
govern the relationship  between the parties.  All work performed hereunder will
be done under the supervision of a licensed Utah attorney.

To protect both of the parties and to comply with professional  obligations,  we
have already  discussed with each other and resolved any potential  conflicts of
interest  with present or former  clients.  The  services  which  Attorney  will
provide shall be in accordance with the following terms and conditions:

1.       Professional Fees

         Fees will be based upon the reasonable value of Attorney's services as
         determined in accordance with the American Bar Association  Model Code
         of  Professional  Responsibility  and the Utah  Rules of  Professional
         Conduct. Fees will be based on the rates charged by Attorney.

         Attorney's  rate is Three  Hundred  Dollars  ($300)  per  hour.  It is
         anticipated  that  Client and  Attorney  will agree on a fixed fee for
         special  projects from time to time.  The fixed fee  arrangements  for
         special projects will be agreed to in writing from time to time.

         Client understands  Attorney's billing rate may be reasonably adjusted
         from time to time, but not more  frequently  than annually.  Notice of
         any such adjustments  will be given within a reasonable  time.  Client
         further  understands that during the course of Attorney's  engagement,
         it may be necessary or advisable to delegate  various portions of this
         matter to others.

                                    Page -18-
Client has agreed to  reimburse  attorney  by way of a flat fee of one
         million  (1,000,000)  shares  of the  Company's  common  stock for the
         services   listed  above.  In  the  event  that  Client  requests  any
         additional work, attorney will receive additional  compensation at his
         normal billing rate as set out above.

2.       Costs and Expenses

         Client  understands  that in the course of  representation,  it may be
         necessary for Attorney to incur certain costs or expenses. Client will
         reimburse Attorney for certain costs or expenses actually incurred and
         reasonably  necessary for completing the assigned  matter,  as long as
         the charges for costs and expenses are competitive  with other sources
         of the same  products  or  services.  More  particularly,  Client will
         reimburse Attorney in accordance with the following guidelines:

         A.       Computer-Related Expenses. Client will reimburse Attorney for
                  computerized research and research services. However, any
                  charges over $500 per month will require approval. Client also
                  encourages Attorney to utilize computer services which will
                  enable Attorney to more efficiently manage the projects.

         B.       Travel.  Client will reimburse Attorney for expenses in
                  connection with out of town travel. However, Client will only
                  reimburse for economy class travel and, where necessary, for
                  the reasonable cost of a rental car. All related travel
                  expenses, i.e., lodging and meals, must be reasonable under
                  the circumstances.

         C.       Filing Fees & Court Costs.  Client will reimburse Attorney for
                  expenses incurred in connection with filing fees and court
                  costs, if any, but will not be responsible for sanctions or
                  penalties imposed due to the conduct of Attorney.

3.       Billing

         All bills will  include a summary  statement  of the kinds of services
         rendered during the relevant period. Client expects that Attorney will
         maintain back-up documentation for all expenses.  Client expects to be
         billed monthly or at the conclusion of each project and expects to pay
         Attorney's invoices as described below.

4.       Payment

         Client agrees to satisfy  Attorney's fees contracted for herein by way
         of the  issuance  by Client to  attorney  of one  million  (1,000,000)
         shares of common stock of Career Worth,  Inc. (the "Fee Shares").  The
         Fee Shares shall be issued and  delivered to Attorney  within five (5)
         days  of  the  signing  of  this  agreement.  The  Fee  Shares  may be
         liquidated  from  time to  time  at  Attorney's  direction  as  market
         conditions  allow. In the event Client  requests  additional work from
         Attorney,  Attorney  will send Client a statement  for any  additional
         fees and costs on a monthly  basis.  Unless  objection  is made to the
         bill,  Attorney shall be paid for such  additional work either in cash
         or additional stock at the option of Client. It is specifically agreed
         and  understood  that Attorney,  has not been engaged to perform,  nor
         will  Attorney  agree to perform  any  services in  connection  with a
         capital raising transaction in exchange for shares. It is mutually

                                    Page -19-
understood and agreed that any fees for services that are in connection
         with a capital raising transaction shall be paid in cash.

5.       Registration of Client Shares

         No later than five (5) days  following  the date  hereof as to the Fee
         Shares,  Client  will  cause  such  shares to be  registered  with the
         Securities  and  Exchange   Commission  under  a  Form  S-8  or  other
         applicable   registration   statement,   and  it  shall   cause   such
         registration  statement to remain effective at all time while Attorney
         holds such shares. At Attorney's  election,  such shares may be issued
         prior to  registration  in reliance on  exemptions  from  registration
         provided by Section 4(2) of the Securities Act of 1933 (the "33 Act"),
         Regulation D of the '33 Act, and applicable state securities laws.

6.       Involvement of Client

         Client  expects  to be kept  closely  involved  with the  progress  of
         Attorney's services in this matter. Attorney will keep Client informed
         of all  material  developments  in this  matter,  and,  in the case of
         litigation  or  administrative  proceedings,  will provide  sufficient
         notice to enable a  representative  to attend  meetings,  conferences,
         hearings and other  proceedings.  A copy of all  correspondence in the
         course of Attorney's services will be forwarded to Client.

         There may be times when Attorney will need to obtain  information from
         Client.  All requests  for access to  documents,  employees,  or other
         information  shall  be  granted  without  unreasonable  delay.  At the
         conclusion of this matter,  all documents  obtained  shall be returned
         upon request.

7.       Termination

         Client  shall have the right to  terminate  Attorney's  engagement  by
         written  notice at any time.  Attorney has the same right to terminate
         this  engagement,  subject to an obligation to give Client  reasonable
         notice to permit it to obtain  alternative  representation or services
         and  subject  to  applicable  ethical  provisions.  Attorney  will  be
         expected to provide  reasonable  assistance in effecting a transfer of
         responsibilities to the new firm.

                                    "Client"
                                             Career Worth, Inc.

Dated: May 4, 2001                           By: /s/ Curtis Johnson
                                                --------------------
                                                Name: Curtis Johnson
                                                Title President

                                   "Attorney"

Dated: April 30, 2001                         /s/ Richard D. Surber
                                             ----------------------
                                             Richard D. Surber

                                    Page -20-
RICHARD D. SURBER
                                Attorney at Law*
                           200 South Los Robles Avenue
                                    Suite 230
                           Pasadena, California 91101

                                                    *Admitted only in California

April 24,2001

Curtis Johnson, CEO
Career Worth, Inc.
385 East 800 South
Orem, Utah 84004

Dear Curtis:

This letter confirms our  understanding  that I am to be issued 1,000,000 shares
of Career Worth,  Inc. common stock with S-8 registration  rights.  These shares
are issued to me, in lieu of cash, as payment for legal  services  provided with
respect to filings with the Securities and Exchange Commission for Career Worth,
Inc.  including  a Form 14C  filing and  preparation  of an S-8 filing and other
miscellaneous corporate work.

In order for me to accept  securities as  compensation,  I must obtain informed,
written  consent  from the  Company.  The  purpose of this  letter is to request
informed, written consent to the receipt of such compensation.

Essentially, certain conflicts of interest may arise from my accepting an equity
position in the Company for legal services. More specifically, the interests and
objectives  of one party  may  become  inconsistent  and  incompatible  with the
interests and objectives of another party.

Attorneys are governed by specific rules regarding the representation of clients
when present or potential conflicts of interest exist. Rules 3-310(A),  (B), and
(C) and (E) of the Rules of Professional  Conduct of the State Bar of California
provide as follows

         "Rule 3-310 Avoiding Interests Adverse to a Client
         -------------------------------------------
        A. For purposes of this rule:
         ------------------------------
         1. 'Disclosure' means informing the client or former client of the
         relevant circumstances and of the actual and reasonably foreseeable
         adverse consequences to the client or former client;

                                    Page -21-
2. 'Informed written consent' means the client's or former client's
          written agreement to the representation following written disclosure;

          3. 'Written' means any writing as defined in Evidence Code Section
          250.

         B. A member shall not accept or continue representation of a client
         without providing written disclosure to the client where:

          1. The member has a legal, business, financial, professional, or
          personal relationship with a party or witness in the same matter; or

          2. The member knows or reasonably should know that:

          (a) the member previously had a legal, business, financial,
          professional, or personal relationship with a party or witness in the
          same matter; and

          (b) the previous relationship would substantially affect the member's
          representation; or

          3. The member has or had a legal, business,  financial,  professional,
          or  personal  relationship  with  another  person or entity the member
          knows or  reasonably  should know would be affected  substantially  by
          resolution of the matter; or

          4. The member has or had a legal, business, financial, or professional
          interest in the subject matter of the representation.

        C. A member shall not, without the informed written consent of each
        client:

          1. Accept representation of more than one client in a matter in which
          the interests of the clients potentially conflict; or

          2. Accept or continue representation of more than one client in a
          matter in which the interests of the clients actually conflict; or

          3. Represent a client in a matter and at the same time in a separate
          matter accept as a client a person or entity whose interest in the
          first matter is adverse to the client in the first matter.

        D. A member shall not, without the informed written consent of the
        client or former client accept employment adverse to the client or
        former client where, by reason of the representation of the client or
        former client, the member has obtained confidential information
        material to the employment."

Because of possible conflicts of interest,  I suggest that the Company carefully
consider the  implications  of  compensation  in the form of common stock of the
Company.  Additionally,  I  recommend  that  the  Company  seek  the  advice  of
independent counsel should any questions arise regarding the existence of actual
or potential conflicts of interest which may presently exist or which may arise.

                                    Page -22-
Once the Company has fully considered such implications, if they so desire, they
may consent to my accepting  common stock as  compensation  by signing a copy of
this  letter  acknowledging  that  (i) the  Company  has been  advised  of rules
3-310(A),  (B), (C), and (E) and of the conflicts  associated  with the proposed
arrangement, and (ii) nevertheless,  the Company wants me to represent it and be
compensated with common stock.

                                                     Very truly yours,

                                                     /s/ Richard Surber
                                                     --------------------------
                                                     Richard Surber

                                     CONSENT

Richard D. Surber has explained to the undersigned  that there may exist present
and  conflicting  interests  in the  above-described  action and Mr.  Surber has
informed me of the possible consequences of these conflicts.

I understand  that I have the right to seek  independent  counsel before signing
this  Consent  or at any  future  time.  The  undersigned  nevertheless  desires
representation by and payment of common stock to Richard D. Surber to the extent
described  above,   and,   therefore,   consents  and  gives  approval  to  such
representation and payment.

 Dated: May 4, 2001

Career Worth, Inc.

By: /s/ Curtis Johnson
    -------------------
    Curtis Johnson,CEO

                                    Page -23-