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)

          3809 South West Temple, Suite 1D, Salt Lake City, Utah 84115
          ------------------------------------------------------------
                    (Address of principal executive offices)

               The Amended 2002 Benefit Plan of Career Worth, Inc.
               ---------------------------------------------------
                            (Full title of the plan)


   David Wolfson, 3809 South West Temple, Suite 1D, Salt Lake City, Utah 84115
  ----------------------------------------------------------------------------
            (Name, address, including zip code, of agent for service)

                   Telephone number for Issuer: (801) 281-0001
                                                ----------------

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE

<S>                           <C>                <C>                       <C>                          <C>
Title of Securities to be     Amounts to be      Proposed Maximum          Proposed Maximum             Amount of
Registered                    Registered         Offering Price Per        Aggregate Offering           Registration
                                                 Share(1)                  Price                        Fee
Common Stock, $0.001                  1,650,000        $1.50                    $2,475,000.00           $478.00
par value
============================  =================  ========================  ===========================  =================
</TABLE>

(1)  Bona Fide estimate of maximum  offering  price solely for  calculating  the
     registration  fee  pursuant to Rule 457(h) of the  Securities  Act of 1933,
     based  on  the  average  of  the  bid  and  asked  prices  reported  in the
     consolidated reporting system for the registrant's common stock as of March
     11, 2002 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>

                 Amended 2002 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 Form S-8 (file number 333-82896) filed February 15, 2002.

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

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

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

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.")

     On March 6th, 2002 Career Worth entered into stock  exchange  agreements to
acquire  property  located  in  Oasis,  Nevada.  The stock  exchange  agreements
provided  that Career  Worth  issued  10,000,000  shares of its common  stock in
exchange for 3,500,000 shares of Regency Development Corporation Class

                                    Page -2-

<PAGE>

A Convertible  Preferred shares of stock.  Regency Development  Corporation is a
privately held Nevada company that has title to  approximately  40 acres of land
located in Oasis,  Nevada.  The stock  exchange  agreement  gives  Career  Worth
control  over this land.  The company will file a Form 8-K with the SEC to fully
detail this transaction within the time proscribed by the SEC.

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.
Article VIII of the Company's By-laws reads as follows:

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


                                    Page -3-

<PAGE>

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 Salt Lake City, Utah on March 4, 2002 .

                  Career Worth, Inc.
                  By: BonnieJean C. Tippetts


                    /s/ BonnieJean C. Tippetts
                  --------------------------------------
                  BonnieJean C. Tippetts, as President




                                    Page -6-

<PAGE>

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints David Wolfson 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/ David Wolfson                   Director                     March 4, 2002
-------------------
David Wolfson

/s/ Elizabeth Colmenares            Director                     March 4, 2002
------------------------
Elizabeth Colmenares





                                    Page -7-

<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 -8-

<PAGE>

INDEX TO EXHIBITS

Exhibits   SEC Ref. No.   Page No.   Description of Exhibit
--------   ------------   --------   ----------------------
A          4              10         Amended 2002 Stock Benefit Plan of the
                                       Company

B          5, 23(b)       15         Opinion and consent of Counsel with respect
                                     to 14 the legality of the issuance of
                                     securities being issued

C          23(a)          18         Consent of Accountant

D          99             19         Section 10(A) Prospectus





                                    Page -9-

<PAGE>

                          THE AMENDED 2002 BENEFIT PLAN

                                       OF

                               CAREER WORTH, INC.





                                    Page -10-

<PAGE>

               THE AMENDED 2002 BENEFIT PLAN OF CAREER WORTH, INC.

     Career Worth, Inc., a Nevada corporation (the "Company"), hereby adopts The
Amended 2002 Benefit Plan of Career  Worth,  Inc.,  (the "Plan") this 4th day of
March,  2002.  Under the Plan, the Company may issue stock,  or grant options to
acquire the Company's common stock, $0.001 par value (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  thirty  two  million
(32,000,000)  shares of Stock were issued  pursuant to the original 2002 Benefit
Plan of Career  Worth,  Inc. The company  performed a 100:1 reverse split of its
shares after it issued 21,000,000 shares under the plan. After the reverse split
was  accomplished  the company  issued out the remaining  110,000  shares,  post
reverse  split  numbers.  After this split was  accomplished  the  company did a
second reverse split of 1:30. After the company issued the shares under the 2002
Benefit Plan, the company decided it was in the best interests of the company to
Amend the Benefit Plan and to increase the number of shares  available under the
Benefit Plan. The company is increasing the number of shares available under the
Amended  Benefit  Plan from  10,667,  post  reverse  splits,  to One Million Six
Hundred fifty Thousand Shares.  If any right to acquire Stock granted under this
Plan is exercised by the

                                    Page -11-

<PAGE>

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,  after both reverse stock splits were
effective.

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.


                                    Page -12-

<PAGE>

     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.

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 1,650,000 share is issued hereunder.


                                    Page -13-

<PAGE>

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.

         ATTEST:



           /s/ David Wolfson                         /s/ Elizabeth Colmenares
         ------------------------                   --------------------------
         David Wolfson, Director                    Elizabeth Colmenares



                                    Page -14-

<PAGE>

                                  [LETTERHEAD]



March 11, 2002


Board of Directors
Career Worth, Inc.
3809 South West Temple, Suite 1D
Salt Lake City, UT 84115

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

Gentlemen:

     I  have  acted  as  special  counsel  for  Career  Worth,  Inc.,  a  Nevada
corporation  (the  "Company"),  in the limited  capacity of rendering an opinion
regarding the legality and authorization of the shares proposed to be registered
under a registration statement on Form S-8 (the "Registration  Statement") to be
filed with the Securities and Exchange  Commission ("the  Commission") under the
Securities  Act of 1933, as amended ("the Act").  The Company is  registering an
Amended  Benefit Plan  entitled  "The Amended 2002 Benefit Plan of Career Worth,
Inc." (the  "Benefit  Plan")  pursuant to which the Company has  authorized  the
issuance of One Million Six Hundred  Fifty  Thousand  (1,650,000)  shares of the
Company's common stock, $0.001 par value (the "Shares").

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

     1.   The Company's  Articles of  Incorporation  and amendments  thereto and
          Bylaws;
     2.   The Registration Statement herein referenced;
     3.   The original 2002 Benefit Plan of Career Worth,  Inc. and the original
          Form  S-8  registration  statement  filed  by  the  Company  with  the
          Commission on February 15, 2002;
     4.   The Board of Directors  Resolutions,  dated March 4, 2002, authorizing
          and  approving  the  Company's  Amended  2002  Benefit  Plan  and  the
          preparation of the Registration Statement;
     5.   The Company's Section 10(a) Prospectus for the Registration Statement;
     6.   The Company's Form 10-QSB for the fiscal  quarter ended  September 30,
          2001 and the Forms 10-QSB for the  quarterly  periods  ended March 31,
          2001 and June 30, 2001;
     7.   Such other  documents as I have deemed  necessary  for the purposes of
          this Opinion.

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


                                    Page -15-

<PAGE>

     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 Amended 2002 Benefit Plan;  the Company's  Board of Directors has
authorized the filing of the  Registration  Statement;  and that the One Million
Six Hundred Fifty Thousand (1,650,000) 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 Amended 2002 Benefit Plan may
     be further limited or rendered  unenforceable  by other applicable laws and
     interpretations.

     (B) In  rendering  the  opinion  that the shares of the Common  Stock to be
     registered  pursuant to the  Registration  Statement  and issued  under the
     Benefit  Plan will be validly  issued,  fully paid and non-  assessable,  I
     assumed that: (1) the Company's Board of Directors has exercised good faith
     in  establishing  the value  paid for the  Shares;  (2) all  issuances  and
     cancellations  of the  capital  stock  of the  Company  will be  fully  and
     accurately  reflected  in the  Company's  Stock  Records as provided by the
     Company's transfer agent; and (3) the  consideration,  as determined by the
     Company's Board of Directors,  to be received in exchange for each issuance
     of common stock of the Company, has been paid in full and actually received
     by the Company.

     (C) I have made no  independent  verification  of the facts  asserted to be
     true and  accurate by  authorized  representatives  of the Company and have
     assumed that no person or entity has engaged in fraud or  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
     state  origin,  or any  opinion as to the  subsequent  tradeability  of any
     Shares issued pursuant to the Benefit Plan.

     (F) I am admitted to practice  law in the State of Utah.  I am not admitted
     to practice law in the State of Nevada or in any 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

                                    Page -16-

<PAGE>

     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/ Bruce Pritchett
-----------------------
Bruce Pritchett




                                    Page -17-

<PAGE>

                          INDEPENDENT AUDITOR'S CONSENT


We consent to the incorporation by reference in this  Registration  Statement of
Career Worth, Inc. on Form S-8 of our report,  dated April 13, 2001, included in
an  incorporated  by  reference  in the Annual  Report on Form  10-KSB of Career
Worth, Inc. for the year ended December 31, 2000.


/s/ HJ & Associates, LLC
--------------------------
HJ & Associates, LLC
Salt Lake City, Utah
March 6, 2002


                                    Page -18-

<PAGE>

                           SECTION 10(A) PROSPECTUS OF
                               CAREER WORTH, INC.

     March 4, 2002:  This  document  constitutes  part of a prospectus  covering
securities of Career Worth,  Inc., a Nevada  corporation (the  "Company"),  that
have  been  registered  under  the  Securities  Act of  1933,  as  amended  (the
"Securities  Act").  This  document,  a Section 10(a)  Prospectus,  contains and
constitutes   four   sections.   The  first  section   includes   "General  Plan
Information."  "Registrant  Information and Employee Plan Annual Information" is
the next portion and is located in this  prospectus.  The Company's  latest Form
10-QSB,  for the fiscal quarter ended September 30, 2001,  which is incorporated
herein by this  reference,  is the third  section with which  offerees are being
constructively  provided.  Finally,  offerees who receive Stock Options shall be
provided with a Stock Option Agreement and a Notice of Exercise,  which is to be
completed and submitted within the time allowed,  with tender of the appropriate
consideration for those who wish to exercise options.

Item 1. General Plan Information

     The  Company's  board of  directors  (the  "Board")  has adopted an Amended
Benefit Plan for its  employees  and others  entitled  "The Amended 2002 Benefit
Plan of Career Worth,  Inc." (the "Plan").  Pursuant to the Plan,  the Board can
authorize the issuance of stock or options to purchase  stock up to an aggregate
of 1,650,000  shares of common stock of the Company,  $0.001 par value per share
(the "Common Stock"),  over a maximum of a five year period,  although the Board
may shorten this period.

     The Board adopted the Amended  Benefit Plan on 4th day of March,  2002. The
Plan  is  intended  to  aid  the  Company  in  maintaining  and  continuing  its
development of a quality  management  team, in attracting  qualified  employees,
consultants,  and  advisors  who can  contribute  to the  future  success of the
Company,  and in providing such  individuals with an incentive to use their best
efforts to promote the growth and profitability of the Company.

     The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended  ("ERISA"),  nor qualified under Section 401(a)
of the Internal Revenue Code of 1986, as amended (the "Code"). Administration of
the Plan is the  exclusive  province of the Board.  Board members are elected at
each  annual  meeting  of  shareholders.  The term each Board  member  serves is
therefore  one year.  If an annual  meeting is not held the member  shall  serve
until the next submission of matters to a vote of Company's shareholders.

     As ultimate  administrators of the Plan, the Board should be contacted with
requests for additional Plan information. Alternatively, the Board may appoint a
committee to administer the Plan  (hereinafter  the Board or its duly authorized
committee  shall be referred to as "Plan  Administrators").  As no committee has
been  authorized  by  the  Board,   the  current  Board  members  are  the  Plan
Administrators. This group includes David Wolfson and Elizabeth Colemenares. The
address of the Board is c/o the Company,  3809 South West Temple, Suite 1D, Salt
Lake City, Utah, 84115, telephone number (801) 281-0001.

     In the  event a vacancy  in the Board  arises,  the vote of a  majority  of
remaining directors may select a successor,  or, if the vacancy is not filled by
the remaining Board, the vote of shareholders may also elect a successor to fill
such  vacancy.  Board  members  may  be  removed  from  office  by the  vote  of
shareholders

                                    Page -19-

<PAGE>

representing  not less than  two-thirds  (2/3) of the shares entitled to vote on
such removal.  Plan  Administrators  who are not Board members can be removed or
appointed at any time for any reason by the majority vote of Board members.

     The Plan Administrators  shall interpret the Plan (which  interpretation is
binding  on  the  participants  absent  demonstrable  error),   determine  which
employees or others shall receive shares or options, decide the number of shares
or options and  establish  any other terms for the shares or options not already
established in the Company's Plan.  Information  concerning  changes in the Plan
Administrators  will be provided  in the future  either in the  Company's  proxy
statements, annual or other reports, or in amendments to this document.

Securities to be Offered

     Shares  and  options  providing  for the  issuance  or  purchase  of shares
equaling a maximum of One Million Six hundred  Fifty  Thousand  shares of Common
Stock  may  be  granted  under  the  Plan.   All  options  under  the  Plan  are
"non-qualified"  stock  options.  The number of shares of Common Stock  issuable
under  the  Plan is  subject  to  adjustment  in the  event  of  changes  in the
outstanding shares of Common Stock resulting from stock dividends, stock splits,
or recapitalizations.

Employees Who May Participate in the Plan

     The Board shall determine which of the Company's  employees are eligible to
receive  shares or options  under the Plan.  The term  "Employee"  includes  any
employee,  director,  officer, or consultant or advisor of the Company or any of
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.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

     The Plan  Administrators  shall  determine  which  employees  shall receive
shares or options. The Plan is not subject to ERISA and the securities are being
issued by the Company and not purchased on the open market or otherwise.

     Options  granted under the Plan shall be  exercisable  as determined by the
Plan  Administrators.  If an  option  granted  under the Plan  should  expire or
terminate for any reason without having been exercised in full, the  unpurchased
shares subject to that option will again be available for grant under the Plan.

     The exercise price payable to the Company for Option Shares shall be as set
forth from time to time by the Plan  Administrator.  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.

     The shares of Common Stock  subject to the 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.  Options and all other interests under the plan shall
be  non-transferable,  except  by  means of a will or the  laws of  descent  and
distribution.


                                    Page -20-

<PAGE>

Amendments and Termination

     The  Plan  may  be  abandoned  or  terminated  at  any  time  by  the  Plan
Administrators  except with  respect to any Options then  outstanding  under the
Plan. The Plan shall otherwise terminate on the earlier of the date that is five
years from the date first  appearing  in the Plan or the date on which an option
for the  1,650,000th  share is  either  granted  under  the Plan or on which the
1,650,000th  share is de-registered  on a  post-effective  amendment on Form S-8
filed with the Securities and Exchange Commission (the "SEC"). No options may be
granted under the terms of the Plan after it has been terminated.  The Board may
alter or amend the Plan  only once  during  any six month  period,  except as to
comply with  changes to the Code.  No  termination,  suspension,  alteration  or
amendment  may  adversely  affect the rights of a holder of a previously  issued
option without the consent of that holder.

Resale of Common Stock

     Shares of Common Stock  issued or purchased on exercise of options  granted
under  the Plan  will  have been  initially  registered  pursuant  to a Form S-8
Registration  Statement  filed by the  Company.  Subsequent  resales  of  shares
obtained  pursuant to the Plan may be eligible for immediate resale depending on
whether an exemption from registration is available or whether the shares are in
fact registered. The Company makes no statement as to subsequent sale-ability of
specific shares  obtained  pursuant to the Plan and urges any persons seeking to
sell shares so obtained to seek counsel from independent attorneys.

     As may be  applicable  for  subsequent  resale of shares  obtained from the
Plan,  the Board  believes  that the  Company  has filed all  reports  and other
materials  required to be filed  during the  preceding  twelve  months under the
Securities Exchange Act of 1934 as of January 15, 2002.

Tax Effects of Plan Participation & Non-statutory Options

     The  following  discussion  of  the  federal  income  tax  consequences  of
participation  in the Plan is only a summary,  does not purport to be  complete,
and does not  cover,  among  other  things,  state and  local tax  consequences.
Additionally,  differences  in  participants'  financial  situations  may  cause
federal, state, and local tax consequences of participation in the Plan to vary.
Therefore,  each  participant  in the Plan is urged  to  consult  his or her own
accountant,   legal  or  other  advisor   regarding  the  tax   consequences  of
participation  in the Plan.  This  discussion is based on the  provisions of the
Code as presently in effect.

     Under the current  provisions  of the Code,  if shares of Common  Stock are
issued to the original  holder of a  non-qualified  option granted and exercised
under the Plan  (assuming  there is not an active  trading market for options of
the Company),  (i) the option holder ("Holder") will not recognize income at the
time of the grant of the option;  (ii) on exercise of the option the Holder will
recognize  ordinary  income in an amount  equal to the excess of the fair market
value of the shares of Common  Stock  acquired at the time of exercise  over the
exercise  price;  (iii) upon the sale of the  shares of Common  Stock the Holder
will recognize a short term or long term capital gain, or loss, as may be, in an
amount equal to the  difference  between the amount he or she receives  from the
sale of those  shares and the  Holder's  tax basis in the  shares (as  described
below);  and (iv) the Company  will be entitled to expense as  compensation  the
amount of  ordinary  income that the holder  recognized,  as set forth in Clause
(ii) above.


                                    Page -21-

<PAGE>

     If the Holder pays the exercise  price  entirely in cash,  the tax basis of
the shares of Common  Stock will be equal to the  amount of the  exercise  price
paid plus the  ordinary  income  recognized  by the Holder from  exercising  the
options.  This basis  should equal the fair market value of the shares of Common
Stock acquired on the date of exercise. The holding period will begin on the day
after the tax basis of the shares is determined.

     The  ordinary  income  received  by the Holder on exercise of the option is
considered  to be  compensation  from  the  Company.  As  with  other  forms  of
compensation,  withholding  tax and other trust fund  payments  will be due with
respect to the  exercise of the  options.  The Company  will  initially  pay the
Optionee's liability and will be reimbursed by Optionee no later than six months
after such liability arises.

Item 2.

     Registrant Information and Employee Plan Annual Information

     The Company  will  provide to any  Employee  upon  request a copy,  without
charge,  of the Company's  periodic  reports  filed with the SEC,  including its
latest annual  report on Form 10-KSB and its  quarterly  reports on Form 10-QSB.
The Company will also provide any Employee  upon written or oral request a copy,
without charge, of the documents  incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement. These documents are also incorporated by
reference into the Section 10(a)  prospectus,  of which this document is a part.
Requests for such  information  should be directed to the Company at Attn:  3809
South West Temple, Suite 1D, Salt Lake City, Utah 84115.


     Dated: March 4, 2002




       /s/  David Wolfson
     -----------------------------------
     David Wolfson, Director



       /s/
     -----------------------------------
     Elizabeth Colmenares, Director





                                    Page -22-

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "careerworths8.txt", "secsgml_size_bytes": 53253}]
{"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": "333-84118", "film-number": "02572460"}, "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": "M & K INVESTMENTS INC", "date-changed": "19950324"}, {"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)

          3809 South West Temple, Suite 1D, Salt Lake City, Utah 84115
          ------------------------------------------------------------
                    (Address of principal executive offices)

               The Amended 2002 Benefit Plan of Career Worth, Inc.
               ---------------------------------------------------
                            (Full title of the plan)

   David Wolfson, 3809 South West Temple, Suite 1D, Salt Lake City, Utah 84115
  ----------------------------------------------------------------------------
            (Name, address, including zip code, of agent for service)

                   Telephone number for Issuer: (801) 281-0001
                                                ----------------
CALCULATION OF REGISTRATION FEE
Title of Securities to be     Amounts to be      Proposed Maximum          Proposed Maximum             Amount of
Registered                    Registered         Offering Price Per        Aggregate Offering           Registration
                                                 Share(1)                  Price                        Fee
Common Stock, $0.001                  1,650,000        $1.50                    $2,475,000.00           $478.00
par value
============================  =================  ========================  ===========================  =================
(1)  Bona Fide estimate of maximum  offering  price solely for  calculating  the
     registration  fee  pursuant to Rule 457(h) of the  Securities  Act of 1933,
     based  on  the  average  of  the  bid  and  asked  prices  reported  in the
     consolidated reporting system for the registrant's common stock as of March
     11, 2002 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-
Amended 2002 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 Form S-8 (file number 333-82896) filed February 15, 2002.

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

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

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

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.")

     On March 6th, 2002 Career Worth entered into stock  exchange  agreements to
acquire  property  located  in  Oasis,  Nevada.  The stock  exchange  agreements
provided  that Career  Worth  issued  10,000,000  shares of its common  stock in
exchange for 3,500,000 shares of Regency Development Corporation Class

                                    Page -2-
A Convertible  Preferred shares of stock.  Regency Development  Corporation is a
privately held Nevada company that has title to  approximately  40 acres of land
located in Oasis,  Nevada.  The stock  exchange  agreement  gives  Career  Worth
control  over this land.  The company will file a Form 8-K with the SEC to fully
detail this transaction within the time proscribed by the SEC.

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.
Article VIII of the Company's By-laws reads as follows:

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

                                    Page -3-
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 Salt Lake City, Utah on March 4, 2002 .

                  Career Worth, Inc.
                  By: BonnieJean C. Tippetts

                    /s/ BonnieJean C. Tippetts
                  --------------------------------------
                  BonnieJean C. Tippetts, as President

                                    Page -6-
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints David Wolfson 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/ David Wolfson                   Director                     March 4, 2002
-------------------
David Wolfson

/s/ Elizabeth Colmenares            Director                     March 4, 2002
------------------------
Elizabeth Colmenares

                                    Page -7-
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 -8-
INDEX TO EXHIBITS

Exhibits   SEC Ref. No.   Page No.   Description of Exhibit
--------   ------------   --------   ----------------------
A          4              10         Amended 2002 Stock Benefit Plan of the
                                       Company

B          5, 23(b)       15         Opinion and consent of Counsel with respect
                                     to 14 the legality of the issuance of
                                     securities being issued

C          23(a)          18         Consent of Accountant

D          99             19         Section 10(A) Prospectus

                                    Page -9-
THE AMENDED 2002 BENEFIT PLAN

                                       OF

                               CAREER WORTH, INC.

                                    Page -10-
THE AMENDED 2002 BENEFIT PLAN OF CAREER WORTH, INC.

     Career Worth, Inc., a Nevada corporation (the "Company"), hereby adopts The
Amended 2002 Benefit Plan of Career  Worth,  Inc.,  (the "Plan") this 4th day of
March,  2002.  Under the Plan, the Company may issue stock,  or grant options to
acquire the Company's common stock, $0.001 par value (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  thirty  two  million
(32,000,000)  shares of Stock were issued  pursuant to the original 2002 Benefit
Plan of Career  Worth,  Inc. The company  performed a 100:1 reverse split of its
shares after it issued 21,000,000 shares under the plan. After the reverse split
was  accomplished  the company  issued out the remaining  110,000  shares,  post
reverse  split  numbers.  After this split was  accomplished  the  company did a
second reverse split of 1:30. After the company issued the shares under the 2002
Benefit Plan, the company decided it was in the best interests of the company to
Amend the Benefit Plan and to increase the number of shares  available under the
Benefit Plan. The company is increasing the number of shares available under the
Amended  Benefit  Plan from  10,667,  post  reverse  splits,  to One Million Six
Hundred fifty Thousand Shares.  If any right to acquire Stock granted under this
Plan is exercised by the

                                    Page -11-
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,  after both reverse stock splits were
effective.

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.

                                    Page -12-
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.

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 1,650,000 share is issued hereunder.

                                    Page -13-
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.

         ATTEST:

           /s/ David Wolfson                         /s/ Elizabeth Colmenares
         ------------------------                   --------------------------
         David Wolfson, Director                    Elizabeth Colmenares

                                    Page -14-
[LETTERHEAD]

March 11, 2002

Board of Directors
Career Worth, Inc.
3809 South West Temple, Suite 1D
Salt Lake City, UT 84115

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

Gentlemen:

     I  have  acted  as  special  counsel  for  Career  Worth,  Inc.,  a  Nevada
corporation  (the  "Company"),  in the limited  capacity of rendering an opinion
regarding the legality and authorization of the shares proposed to be registered
under a registration statement on Form S-8 (the "Registration  Statement") to be
filed with the Securities and Exchange  Commission ("the  Commission") under the
Securities  Act of 1933, as amended ("the Act").  The Company is  registering an
Amended  Benefit Plan  entitled  "The Amended 2002 Benefit Plan of Career Worth,
Inc." (the  "Benefit  Plan")  pursuant to which the Company has  authorized  the
issuance of One Million Six Hundred  Fifty  Thousand  (1,650,000)  shares of the
Company's common stock, $0.001 par value (the "Shares").

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

     1.   The Company's  Articles of  Incorporation  and amendments  thereto and
          Bylaws;
     2.   The Registration Statement herein referenced;
     3.   The original 2002 Benefit Plan of Career Worth,  Inc. and the original
          Form  S-8  registration  statement  filed  by  the  Company  with  the
          Commission on February 15, 2002;
     4.   The Board of Directors  Resolutions,  dated March 4, 2002, authorizing
          and  approving  the  Company's  Amended  2002  Benefit  Plan  and  the
          preparation of the Registration Statement;
     5.   The Company's Section 10(a) Prospectus for the Registration Statement;
     6.   The Company's Form 10-QSB for the fiscal  quarter ended  September 30,
          2001 and the Forms 10-QSB for the  quarterly  periods  ended March 31,
          2001 and June 30, 2001;
     7.   Such other  documents as I have deemed  necessary  for the purposes of
          this Opinion.

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

                                    Page -15-
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 Amended 2002 Benefit Plan;  the Company's  Board of Directors has
authorized the filing of the  Registration  Statement;  and that the One Million
Six Hundred Fifty Thousand (1,650,000) 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 Amended 2002 Benefit Plan may
     be further limited or rendered  unenforceable  by other applicable laws and
     interpretations.

     (B) In  rendering  the  opinion  that the shares of the Common  Stock to be
     registered  pursuant to the  Registration  Statement  and issued  under the
     Benefit  Plan will be validly  issued,  fully paid and non-  assessable,  I
     assumed that: (1) the Company's Board of Directors has exercised good faith
     in  establishing  the value  paid for the  Shares;  (2) all  issuances  and
     cancellations  of the  capital  stock  of the  Company  will be  fully  and
     accurately  reflected  in the  Company's  Stock  Records as provided by the
     Company's transfer agent; and (3) the  consideration,  as determined by the
     Company's Board of Directors,  to be received in exchange for each issuance
     of common stock of the Company, has been paid in full and actually received
     by the Company.

     (C) I have made no  independent  verification  of the facts  asserted to be
     true and  accurate by  authorized  representatives  of the Company and have
     assumed that no person or entity has engaged in fraud or  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
     state  origin,  or any  opinion as to the  subsequent  tradeability  of any
     Shares issued pursuant to the Benefit Plan.

     (F) I am admitted to practice  law in the State of Utah.  I am not admitted
     to practice law in the State of Nevada or in any 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

                                    Page -16-
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/ Bruce Pritchett
-----------------------
Bruce Pritchett

                                    Page -17-
INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Career Worth, Inc. on Form S-8 of our report,  dated April 13, 2001, included in
an  incorporated  by  reference  in the Annual  Report on Form  10-KSB of Career
Worth, Inc. for the year ended December 31, 2000.

/s/ HJ & Associates, LLC
--------------------------
HJ & Associates, LLC
Salt Lake City, Utah
March 6, 2002

                                    Page -18-
SECTION 10(A) PROSPECTUS OF
                               CAREER WORTH, INC.

     March 4, 2002:  This  document  constitutes  part of a prospectus  covering
securities of Career Worth,  Inc., a Nevada  corporation (the  "Company"),  that
have  been  registered  under  the  Securities  Act of  1933,  as  amended  (the
"Securities  Act").  This  document,  a Section 10(a)  Prospectus,  contains and
constitutes   four   sections.   The  first  section   includes   "General  Plan
Information."  "Registrant  Information and Employee Plan Annual Information" is
the next portion and is located in this  prospectus.  The Company's  latest Form
10-QSB,  for the fiscal quarter ended September 30, 2001,  which is incorporated
herein by this  reference,  is the third  section with which  offerees are being
constructively  provided.  Finally,  offerees who receive Stock Options shall be
provided with a Stock Option Agreement and a Notice of Exercise,  which is to be
completed and submitted within the time allowed,  with tender of the appropriate
consideration for those who wish to exercise options.

Item 1. General Plan Information

     The  Company's  board of  directors  (the  "Board")  has adopted an Amended
Benefit Plan for its  employees  and others  entitled  "The Amended 2002 Benefit
Plan of Career Worth,  Inc." (the "Plan").  Pursuant to the Plan,  the Board can
authorize the issuance of stock or options to purchase  stock up to an aggregate
of 1,650,000  shares of common stock of the Company,  $0.001 par value per share
(the "Common Stock"),  over a maximum of a five year period,  although the Board
may shorten this period.

     The Board adopted the Amended  Benefit Plan on 4th day of March,  2002. The
Plan  is  intended  to  aid  the  Company  in  maintaining  and  continuing  its
development of a quality  management  team, in attracting  qualified  employees,
consultants,  and  advisors  who can  contribute  to the  future  success of the
Company,  and in providing such  individuals with an incentive to use their best
efforts to promote the growth and profitability of the Company.

     The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended  ("ERISA"),  nor qualified under Section 401(a)
of the Internal Revenue Code of 1986, as amended (the "Code"). Administration of
the Plan is the  exclusive  province of the Board.  Board members are elected at
each  annual  meeting  of  shareholders.  The term each Board  member  serves is
therefore  one year.  If an annual  meeting is not held the member  shall  serve
until the next submission of matters to a vote of Company's shareholders.

     As ultimate  administrators of the Plan, the Board should be contacted with
requests for additional Plan information. Alternatively, the Board may appoint a
committee to administer the Plan  (hereinafter  the Board or its duly authorized
committee  shall be referred to as "Plan  Administrators").  As no committee has
been  authorized  by  the  Board,   the  current  Board  members  are  the  Plan
Administrators. This group includes David Wolfson and Elizabeth Colemenares. The
address of the Board is c/o the Company,  3809 South West Temple, Suite 1D, Salt
Lake City, Utah, 84115, telephone number (801) 281-0001.

     In the  event a vacancy  in the Board  arises,  the vote of a  majority  of
remaining directors may select a successor,  or, if the vacancy is not filled by
the remaining Board, the vote of shareholders may also elect a successor to fill
such  vacancy.  Board  members  may  be  removed  from  office  by the  vote  of
shareholders

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representing  not less than  two-thirds  (2/3) of the shares entitled to vote on
such removal.  Plan  Administrators  who are not Board members can be removed or
appointed at any time for any reason by the majority vote of Board members.

     The Plan Administrators  shall interpret the Plan (which  interpretation is
binding  on  the  participants  absent  demonstrable  error),   determine  which
employees or others shall receive shares or options, decide the number of shares
or options and  establish  any other terms for the shares or options not already
established in the Company's Plan.  Information  concerning  changes in the Plan
Administrators  will be provided  in the future  either in the  Company's  proxy
statements, annual or other reports, or in amendments to this document.

Securities to be Offered

     Shares  and  options  providing  for the  issuance  or  purchase  of shares
equaling a maximum of One Million Six hundred  Fifty  Thousand  shares of Common
Stock  may  be  granted  under  the  Plan.   All  options  under  the  Plan  are
"non-qualified"  stock  options.  The number of shares of Common Stock  issuable
under  the  Plan is  subject  to  adjustment  in the  event  of  changes  in the
outstanding shares of Common Stock resulting from stock dividends, stock splits,
or recapitalizations.

Employees Who May Participate in the Plan

     The Board shall determine which of the Company's  employees are eligible to
receive  shares or options  under the Plan.  The term  "Employee"  includes  any
employee,  director,  officer, or consultant or advisor of the Company or any of
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.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

     The Plan  Administrators  shall  determine  which  employees  shall receive
shares or options. The Plan is not subject to ERISA and the securities are being
issued by the Company and not purchased on the open market or otherwise.

     Options  granted under the Plan shall be  exercisable  as determined by the
Plan  Administrators.  If an  option  granted  under the Plan  should  expire or
terminate for any reason without having been exercised in full, the  unpurchased
shares subject to that option will again be available for grant under the Plan.

     The exercise price payable to the Company for Option Shares shall be as set
forth from time to time by the Plan  Administrator.  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.

     The shares of Common Stock  subject to the 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.  Options and all other interests under the plan shall
be  non-transferable,  except  by  means of a will or the  laws of  descent  and
distribution.

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Amendments and Termination

     The  Plan  may  be  abandoned  or  terminated  at  any  time  by  the  Plan
Administrators  except with  respect to any Options then  outstanding  under the
Plan. The Plan shall otherwise terminate on the earlier of the date that is five
years from the date first  appearing  in the Plan or the date on which an option
for the  1,650,000th  share is  either  granted  under  the Plan or on which the
1,650,000th  share is de-registered  on a  post-effective  amendment on Form S-8
filed with the Securities and Exchange Commission (the "SEC"). No options may be
granted under the terms of the Plan after it has been terminated.  The Board may
alter or amend the Plan  only once  during  any six month  period,  except as to
comply with  changes to the Code.  No  termination,  suspension,  alteration  or
amendment  may  adversely  affect the rights of a holder of a previously  issued
option without the consent of that holder.

Resale of Common Stock

     Shares of Common Stock  issued or purchased on exercise of options  granted
under  the Plan  will  have been  initially  registered  pursuant  to a Form S-8
Registration  Statement  filed by the  Company.  Subsequent  resales  of  shares
obtained  pursuant to the Plan may be eligible for immediate resale depending on
whether an exemption from registration is available or whether the shares are in
fact registered. The Company makes no statement as to subsequent sale-ability of
specific shares  obtained  pursuant to the Plan and urges any persons seeking to
sell shares so obtained to seek counsel from independent attorneys.

     As may be  applicable  for  subsequent  resale of shares  obtained from the
Plan,  the Board  believes  that the  Company  has filed all  reports  and other
materials  required to be filed  during the  preceding  twelve  months under the
Securities Exchange Act of 1934 as of January 15, 2002.

Tax Effects of Plan Participation & Non-statutory Options

     The  following  discussion  of  the  federal  income  tax  consequences  of
participation  in the Plan is only a summary,  does not purport to be  complete,
and does not  cover,  among  other  things,  state and  local tax  consequences.
Additionally,  differences  in  participants'  financial  situations  may  cause
federal, state, and local tax consequences of participation in the Plan to vary.
Therefore,  each  participant  in the Plan is urged  to  consult  his or her own
accountant,   legal  or  other  advisor   regarding  the  tax   consequences  of
participation  in the Plan.  This  discussion is based on the  provisions of the
Code as presently in effect.

     Under the current  provisions  of the Code,  if shares of Common  Stock are
issued to the original  holder of a  non-qualified  option granted and exercised
under the Plan  (assuming  there is not an active  trading market for options of
the Company),  (i) the option holder ("Holder") will not recognize income at the
time of the grant of the option;  (ii) on exercise of the option the Holder will
recognize  ordinary  income in an amount  equal to the excess of the fair market
value of the shares of Common  Stock  acquired at the time of exercise  over the
exercise  price;  (iii) upon the sale of the  shares of Common  Stock the Holder
will recognize a short term or long term capital gain, or loss, as may be, in an
amount equal to the  difference  between the amount he or she receives  from the
sale of those  shares and the  Holder's  tax basis in the  shares (as  described
below);  and (iv) the Company  will be entitled to expense as  compensation  the
amount of  ordinary  income that the holder  recognized,  as set forth in Clause
(ii) above.

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If the Holder pays the exercise  price  entirely in cash,  the tax basis of
the shares of Common  Stock will be equal to the  amount of the  exercise  price
paid plus the  ordinary  income  recognized  by the Holder from  exercising  the
options.  This basis  should equal the fair market value of the shares of Common
Stock acquired on the date of exercise. The holding period will begin on the day
after the tax basis of the shares is determined.

     The  ordinary  income  received  by the Holder on exercise of the option is
considered  to be  compensation  from  the  Company.  As  with  other  forms  of
compensation,  withholding  tax and other trust fund  payments  will be due with
respect to the  exercise of the  options.  The Company  will  initially  pay the
Optionee's liability and will be reimbursed by Optionee no later than six months
after such liability arises.

Item 2.

     Registrant Information and Employee Plan Annual Information

     The Company  will  provide to any  Employee  upon  request a copy,  without
charge,  of the Company's  periodic  reports  filed with the SEC,  including its
latest annual  report on Form 10-KSB and its  quarterly  reports on Form 10-QSB.
The Company will also provide any Employee  upon written or oral request a copy,
without charge, of the documents  incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement. These documents are also incorporated by
reference into the Section 10(a)  prospectus,  of which this document is a part.
Requests for such  information  should be directed to the Company at Attn:  3809
South West Temple, Suite 1D, Salt Lake City, Utah 84115.

     Dated: March 4, 2002

       /s/  David Wolfson
     -----------------------------------
     David Wolfson, Director

       /s/
     -----------------------------------
     Elizabeth Colmenares, Director

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