Exhibit 10.1


              BILL OF SALE AND ASSIGNMENT OF INTELLECTUAL PROPERTY
              ----------------------------------------------------
                                     RIGHTS
                                     ------

         THIS BILL OF SALE AND  ASSIGNMENT OF  INTELLECTUAL  PROPERTY  RIGHTS is
made as of June  19,  2001,  by  International  Technical  Recruiting,  Inc.,  a
Canadian Federal corporation ("Assignor"), to ISEmployment.com,  Inc., a Wyoming
corporation ("Assignee").

         Assignor has developed that certain software program  consisting of the
sub-skill section of Assignee's  recruiting assistance program more particularly
described  in  Exhibit  A,  attached  hereto  and  incorporated  herein  by this
reference  (the  "Intellectual  Property")  which assists in the  recruitment of
technical  personnel  for jobs by skill set via the  Internet,  currently  being
placed for use on URL www.itishr.com  (the "Business").  In conjunction with the
Business, Assignor has created or acquired certain intellectual property rights.

         Assignor desires to assign to Assignee, and Assignee desires to acquire
and assume from Assignor,  all of Assignor's right, title and interest in and to
all of the Intellectual Property.

         NOW, THEREFORE, for and in consideration of the premises and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the parties hereby agree as follows:

1.       In consideration of the sum of One Million Five Hundred Thousand shares
         of the common stock of Assignee,  Assignor  hereby assigns to Assignee,
         its successors and its assigns, and Assignee hereby accepts, all of the
         patents,   trademarks,   service  marks,  copyrights,   trade  secrets,
         know-how, and other intellectual property rights developed, acquired or
         otherwise  owned by  Assignor  that  are  related  to the  Intellectual
         Property,  including,  without limitation,  those intellectual property
         rights   listed  in  the   attached   Exhibit  A   (collectively,   the
         "Intellectual  Property  Rights").  The  Intellectual  Property  Rights
         assigned  herein  include,  but are not  limited  to,  (i) the right to
         secure patent,  trademark or copyright registrations in Assignee's name
         in  the  United  States  and  any  foreign   country;   (ii)  all  such
         registrations existing upon the date of this Assignment;  and (iii) all
         causes  of  action  and  claims  of  infringement  of the  Intellectual
         Property Rights under the laws of the United States,  foreign countries
         and  international  conventions  and  treaties  that  have  accrued  to
         Assignor as of the date hereof.

2.       Assignor  represents and warrants to Assignee that it is the sole owner
         of the  Intellectual  Property and that it hereby transfers to Assignee
         valid and marketable title to the Intellectual Property, free and clear
         of  all  security  interest,  liens,  claims,   encumbrances,   rights,
         obligations and restrictions of every kind.

         The  Intellectual  Property is transferred  and assigned by Assignor to
         Assignee "AS IS WITH ALL FAULTS" in such physical condition as the same
         now  exists,   and  Assignor  has  not  made  and  does  not  make  any
         representations or warranties, expressed or implied, as to the physical
         condition,  accuracy, adequacy,  completeness, or sufficiency of any of
         the Intellectual Property or the suitability or fitness of the same for
         any particular use or purpose.

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3.       Assignee  hereby  indemnifies  and  holds  Assignor  harmless  from and
         against any and all liabilities,  claims, costs, damages, and expenses,
         including any reasonable  attorney fees and other costs of defense,  in
         any way arising out of or in connection with the Intellectual  Property
         Rights  that  relate to events or  performance  under the  Intellectual
         Property  Rights  arising  on or  after  the  effective  date  of  this
         Assignment.

4.       Assignor  hereby  agrees that,  upon the request of  Assignee,  it will
         execute and deliver  any  documents  and perform any acts to confirm or
         record this  Assignment  and to enable and assist  Assignee to procure,
         register, maintain, renew, enforce and defend the Intellectual Property
         Rights assigned herein.

5.       Assignor hereby appoints Assignee as its  attorney-in-fact,  with power
         of substitution,  to execute for Assignor and in Assignor's name and on
         Assignor's  behalf any  documents  that  Assignee may from time to time
         request under paragraph 3 hereof.

6.       Assignor  hereby  agrees  to  cooperate  fully  with  Assignee  in  the
         enforcement  of all causes of action and claims  assigned  to  Assignee
         hereunder.

7.       Assignor hereby agrees that this  Assignment  shall be binding upon its
         representatives, successors, and assigns.

8.       The effective date of this Assignment is June 19, 2001.

9.       This Bill of Sale and Assignment of Intellectual  Property Rights shall
         be governed by and  construed in  accordance  with the laws of Wyoming,
         U.S.A.

                  IN WITNESS WHEREOF,  Assignor has caused this Bill of Sale and
Assignment of Intellectual Property Rights to be executed by its duly authorized
officers as of the 19th day of June, 2001.


                                        INTERNATIONAL TECHNICAL RECRUITING INC.,
                                         a Canadian Federal Corporation


                                        By:      /s/ Scott Murray         (SEAL)
                                           -------------------------------
                                        Name:    Scott Murray
                                        Title:   President
                                        Date:    June 19, 2001




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                                    EXHIBIT A

              Intellectual Property Rights

1.       Source code, object code and related documentation for the Intellectual
         Property;  patent,  copyright  and trade  secret  rights  thereto,  and
         related know-how
2.       www.itishr.com domain name
3.       Source code,  object code and related  documentation,  and content,  if
         different from the above, for the  Intellectual  Property as it appears
         on the web  site  www.itishr.com  sub-skill  section,  and the  patent,
         copyright, and trade secret rights thereto, and related know-how
4.       Content in process and the patent,  copyright  and trade secret  rights
         thereto, and related know-how