EXHIBIT 10.1
--------------------------------------------------------------------------------
                                 Sales Agreement
--------------------------------------------------------------------------------
Introduction and Document Scope
--------------------------------------------------------------------------------

         This  Agreement  establishes  the  terms  and  conditions  of  a  sales
         agreement for the software called NoMatterWare.

         Under the  existing  agreement,  dated May 14, 1999,  all  NoMatterWare
         software is owned by Churchill Consulting Services Inc.. However, under
         the agreement,  the company  NoMatterWare Inc. has been given exclusive
         marketing   rights  to  both  the   ResumesOnLine   service,   AND  the
         NoMatterWare software and service.

         This  agreement   replaces  the  license  agreement  between  Churchill
         Consulting  Services Inc. and  NoMatterVVare  Inc. signed and dated May
         14,1999.

Sales Agreement
--------------------------------------------------------------------------------
         This Agreement dated September 01, 1999 but effective as of May 14 1999
         between:
                       Churchill Consulting Services Inc.
                          Suite 1290 727 7th Avenue SW
                                 Calgary Alberta
                                     T2P 0Z2
                                   ("Company")
AND
                                NoMatterWare Inc.
                           Suite 360 717 7th Avenue SW
                                Calgary Alberta,
                                     T2P 0Z3
                                  ("Purchaser")

In  consideration  of the mutual promises and covenants set forth herein and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

1)    Grant of  Rights.  Company  hereby  grants  to  Purchaser  all  rights  of
      ownership  any  and  all of the  Products  and  Services  (as  hereinafter
      defined). In return,  Purchaser relinquishes all rights to the product and
      service known as ResumesOnLine.

      Maintenance  Defined:  Maintenance is defined as any  customization of the
      Products  sold by Company to  Purchaser  to  accommodate  the  Purchaser's
      business requirements.

2)    Products and Services.  This Agreement  applies to the following  products
      and services (the "Products"): (a) NoMatterWare Software

      For greater certainty,  "NoMatterWare  Software" includes all source code,
      html, database structures,  database content,  and diagrams,  that make up
      the body of the  product,  but does not include the  hardware on which the
      software runs, the operating  systems  installed on the servers,  the Cold
      Fusion Engine, or the SQL Server license required to operate the database.

<PAGE>
XXXX (Note: Paragraphs 3 and 4 are crossed out and initialed "BC" and "KT") XXXX
X                                                                              X
X 3)    Maintenance Fees.                                                      X
X                                                                              X
X       Under the terms of this  agreement  Purchaser  agrees to contract  all X
X       hosting, software maintenance, programming, bug fixes, graphic artwork X
X       enhancements,  and  component  additions  to Company  based on the fee X
X       structure laid out below:                                              X
X                                                                              X
X        *      A flat  $15,000  per month fee  based on the  immediate  and   X
X               sustained  need for a minimum of 3 programming  staff needed   X
X               to  continue  with  the  research  and  development  of  the   X
X               software to stay current in the industry.  In the event that   X
X               more  or  less  staff  are   required,   this  fee  will  be   X
X               re-negotiated.                                                 X
X                                                                              X
X        *      A monthly  software  license  fee of  $10,000  to cover such   X
X               things  as  Server  licenses,   database  licenses,   secure   X
X               transaction licenses, operating system licenses, etc.          X
X                                                                              X
X        *      A monthly equipment usage fee of $10,000.  In the event that   X
X               more  equipment  is  required  than the fee will  adequately   X
X               cover, then a new usage fee will be agreed upon based on the   X
X               needs of the products and/or services and a 15% markup added   X
X               to the cost.                                                   X
X                                                                              X
X        *      A $10 per month fee for each NoMatterWare customer hosted on   X
X               Company's  Server.  This fee applies only if the  customer's   X
X               domain name is directed to Company's Server,  and Company is   X
X               required  to provide  the  customer  with one  active  email   X
X               address.                                                       X
X                                                                              X
X 4)       Services Provided By Company.                                       X
X                                                                              X
X        In exchange for the maintenance fees laid out in section 3, Company   X
X        will be retained as the exclusive Research and Development  partner   X
X        for the NoMatterWare System.                                          X
X        Company will provide the following services:                          X
X                                                                              X
X        * Web Site hosting for the  NoMatterWare  Web Site,  as well as the   X
X          web sites of any  customers  of  NoMatterWare,  at the request of   X
X                                                                              X
X        * Database hosting for the NoMatterWare Web Site.                     X
X                                                                              X
X        * Adequate on and off site backups the NoMatterWare Web Site.         X
X                                                                              X
X        * Adequate Internet  bandwidth to handle the trafffic  generated by   X
X          the NoMatterWare Web Site.                                          X
X                                                                              X
X        * Necessary   software   development   staff  for   product/service   X
X          enhancements, and bug fixes for the NoMatterWare software.          X
X                                                                              X
X        * Necessary Internet Graphic Arts staff for such things as Web site   X
X          enhancements,  template  construction,  and  any  other  work  on   X
X          NoMatterWare as required.                                           X
X                                                                              X
X        * Intuitive    internet-based    help    documentation   for   both   X
X          ResumesOnLine and NoMatterWare web sites and services.              X
<PAGE>

X                                                                              X
X        * Full email and network support for the company NoMatterWare Inc.    X
X                                                                              X
X        * Complimentary  hosting  of  up  to 50  promotional  web  sites      X
X          to be allocated at NoMatterWare's discretion.                       X
X                                                                              X
XXXX (Note: Paragraphs 3 and 4 are crossed out and initialed "BC" and "KT") XXXX


5)       Sale Price.

         The  price  of the sale is Five  Hundred  Thousand  Dollars  ($500,000)
         Canadian, payable as follows:
             a.   $250,000.00 (Two Hundred And Fifty Thousand  Dollars Canadian)
                  by way of promissory note due May 14, 2001 and;
             b.   Two Hundred And Fifty  Thousand  Dollars  Canadian  payable by
                  issuance  of  167,500   Class  'A'  shares  of  the  purchaser
                  ($1.OOUS/share)

6)       Payment Terms.

         In the  case of (a),  issuance  of a share  certificate  in the name of
         Churchill Consulting Services Inc. immediately at the time of the sale,
         accompanied by a promissory note for $250,000 due on May 14, 2001.

7)       Warranty On Products.  Company  warrants that the Products will operate
         substantially  in accordance  with Company's  documentation.  Purchaser
         must make any claim by Purchaser that a Product is defective within the
         Inspection Period as hereinbefore  provided.  Company's sole obligation
         in this regard will be to use reasonable  efforts to, at its option and
         at its own  expense,  correct or replace  any error  which  Company can
         recreate which significantly affects performance in accordance with the
         documentation,  provided the error is not caused in whole or in part by
         (i) any defect in or failure to function in accordance  with applicable
         manufacturer's  specifications  of any or any portion of Purchaser's or
         any person's hardware,  firmware,  peripheral equipment,  communication
         device,  application,  program or other  software or equipment  used in
         connection  with  the  Products,  (ii)  any  modification  made  to the
         Products by anyone other than  Company,  (iii) the failure of Purchaser
         or any person to follow the most current  instructions  promulgated  by
         Company,  from time to time,  with  respect  to the  proper  use of the
         Products,  (iv) the  negligence of Purchaser or any person,  or (v) any
         cause  within  the  control  of  Purchaser  or  Purchaser's   Customer.
         Purchaser  will  provide  and will  ensure  that  Purchaser's  Customer
         provides  Company with its full cooperation in a timely manner to allow
         Company to fulfill its  obligations  under this section.  THE FOREGOING
         WARRANTY  IS IN  LIEU  OF ALL  OTHER  WARRANTIES,  REPRESENTATIONS  AND
         CONDITIONS,  WRITTEN,  ORAL,  EXPRESS  OR  IMPLIED,  IN  FACT OR IN LAW
         INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES,  REPRESENTATIONS
         OR CONDITIONS  CONCERNING DESIGN,  QUALITY,  MERCHANTABILITY OR FITNESS
         FOR A PARTICULAR  OR A GENERAL  PURPOSE ALL OF WHICH ARE, TO THE EXTENT
         PERMISSIBLE BY LAW, HEREBY EXPRESSLY  EXCLUDED AND DISCLAIMED.  COMPANY
         SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR
         CONSEQUENTIAL  LOSSES,  EVEN IF  NOTIFIED  OF THE  POSSIBILITY  OF SUCH
         LOSSES.

<PAGE>


8)       Additional Covenants.
         (a)    All  end  user  support  of  NoMatterWare's  customers  will  be
                conducted by Purchaser or an agent dully  assigned by Purchaser.
                Company  is under no  obligation  to provide  end user  support,
                unless a separate agreement is reached which indicates such.

9)       Software  Customization.  Under  the  terms of the  support  agreement,
         Purchaser  may require one or more  modifications  to  NoMatterWare  as
         requested by NoMatterWare customers.

         Such modifications can be divided into two categories:

         (a)    Graphic Artwork and Cosmetic  Modifications - alterations to the
                Products that do not require  changes to the  underlying  source
                code or business logic

         Purchaser may perform any and all graphic and cosmetic modifications or
         assign the  performance of the  modifications  to a third party without
         the consent of Company. The Purchaser's Customer will pay Purchaser One
         Hundred  Percent (100%) of any and all fees charged to the  Purchaser's
         Customer by Purchaser  for Graphic  Artwork and Cosmetic  Modifications
         and Company  lays no claim to such fees  unless  Company  conducts  the
         work,  in which case such fees will be paid by  Purchaser  to  Customer
         without set off or deduction.

         (b) Source Code  Modifications - modifications to the programming logic
         embedded in the Products.  These modifications are not related to bugs,
         flaws, or defects in the products in any manner.

         Company  will make  reasonable  efforts to provide  the  capability  to
         modify the Products as requested.  Company will determine the estimated
         cost of the proposed  modifications  and will provide  Purchaser with a
         written price estimate for the requested modifications,  as well as for
         any manuals  and  related  documentation  which  require  modification.
         Company  will  commence  work only upon  receiving  signed  approval by
         Purchaser to make the modifications.

1O)      Termination of Sales Agreement.  If the Purchaser,  for whatever reason
         fails  to pay  for  NoMatterWare  as  outlined  in  section  5 of  this
         agreement,  the  company  may  terminate  the  sales  component  of the
         agreement on 30 days written notice to the purchaser.

         Upon  termination  or expiration of this  agreement all rights  granted
         hereunder to Purchaser will  forthwith  revert to Company and Purchaser
         shall have no further rights hereunder.

11)      Termination of Support Agreement.
         The occurrence of any of the following shall allow Company to terminate
         the sales component of this Agreement on 30 days notice without further
         obligation  to Purchaser
         (a) Purchaser or Company fails to perform or observe any material term,
             covenant or  agreement  contained  in  this  Agreement or any other
             agreement it now has or hereafter enters into with Company;
         (b) Purchaser  or  Company  is  reorganized  as  a  result of financial
             difficulties suffered by it;

<PAGE>

         (c) Any  representation  or  warranty  made by  Purchaser or Company in
             this  Agreement  or in any  certificate,  agreement,  instrument or
             statement  contemplated hereby or made or delivered pursuant hereto
             or in  connection  herewith  proves  to have been  incorrect in any
             material respect when made;
         (d) Purchaser or Company is  adjudicated  a bankrupt or  insolvent,  or
             admits in writing its inability to pay its debts as they mature, or
             makes an assignment  for the benefit of its  creditors,  or applies
             for or  consents to the  appointment  of any  receiver,  trustee or
             similar officer for it or any substantial part of its property,  or
             such receiver,  trustee or similar officer is appointed without the
             consent of Purchaser and such  appointment  continues  undischarged
             for a period of ninety (90) days, or any judgment, writ, warrant of
             attachment  or  execution  or  similar  process is issued or levied
             against a substantial part of the property of Purchaser and such is
             not released, vacated or fully bonded within ninety (90) days after
             its issue or levy;

12)      Entire  Agreement.  The  parties  hereto  confirm  and agree  that this
         Agreement  (including  the premises and any and all  Schedules  hereto)
         constitutes  the entire and  complete  Agreement  between them and that
         this Agreement supersedes any previous oral or written  communications,
         negotiations, representations, understandings or agreements between the
         parties with  respect to the subject  matter  hereof.  There will be no
         waiver or  modification  of any of the terms of this  Agreement  unless
         such  waiver or  modification  is made in writing and signed by each of
         the parties hereto.

13)      Severability.  Should any provision of this Agreement be illegal,  void
         or otherwise unenforceable such provision will be severed from the rest
         of this  Agreement and the rest of this  Agreement  will remain in full
         force and  effect,  and be  binding  on the  parties as though the said
         provision had never been included.

14)      Currency.  All currency  values expressed  in  this Agreement represent
         Canadian Dollars.

15)      Governing  Law.  This  Agreement  and  all  amendments,   modification,
         alterations or supplements thereto will, in all respects, be subject to
         and interpreted,  construed and enforced in accordance with the laws of
         the Province of Alberta.  Each party hereby  attorns to and accepts the
         exclusive jurisdiction of the courts of the Province of Alberta for all
         purposes hereof.

16)      Headings.  Headings of the articles or sections hereof are inserted for
         convenience of reference only and will not affect the  construction  or
         interpretation of this Agreement.

17)      Number and Gender.  In this  Agreement,  words  importing  the singular
         number only will include the plural and vice versa, and words importing
         the masculine gender will include the feminine and neuter genders,  and
         words importing persons will include  provincial or federal  companies,
         corporations,  partnerships,  syndicates,  trusts  and  any  number  or
         aggregate of persons, all as the context may require.

18)      Neutral  Interpretation.  This  Agreement will be interpreted neutrally
         and without  regard to which party  drafted it and, in  particular,  no
<PAGE>
         rule  of  construction  will  be  applied  that  would  result  in  the
         resolution  of an  ambiguity  on the basis of which party  drafted this
         agreement.

19)      Time. Time will be of the essence in this Agreement.

20)      Assignment. This Agreement is not assignable by Company or Purchaser.

21)      Further  Assurances.  Each party will at any time and from time to time
         hereafter take any and all steps and execute,  acknowledge  and deliver
         to the other party, any and all further instruments and assurances that
         the other party may  reasonably  require for the purpose of giving full
         force and effect to the provisions of this Agreement.

22)      Survival.  Any term, condition or provision hereof applicable after the
         termination  or  expiry  of  this   Agreement  and  the   Purchasership
         relationship created hereby will survive such termination or expiry and
         remain in full force and effect.

23)      Enurement.  This Agreement will ensure to the benefit of and be binding
         upon the parties hereto and their respective successors,  licensees and
         permitted assigns.

24)      Independent  Legal Advice.  The parties hereby  acknowledge and confirm
         that each was advised by the other to obtain independent legal or other
         professional  advice and that by executing  this  Agreement each hereby
         confirms that it has had the opportunity to seek  independent  legal or
         other  professional  advice prior to executing  this  Agreement and has
         either (i) obtained such legal or other  professional  advice,  or (ii)
         waived the right to obtain such independent legal or other professional
         advice.

25)      Counterpart.  This Agreement may be executed  originally or by telecopy
         and may be  executed  in  counterparts,  each of which when so executed
         will be deemed to be an original,  and such counterparts  together will
         constitute  one and the same  instrument,  which  will be  sufficiently
         evidenced by either such original counterpart.


IN  WITNESS  WHEREOF  the  Company  has  duly  executed  this  Agreement  by its
authorised officers in that behalf as of the day first above written.

                                              CHURCHILL CONSULTING SERVICES INC.

                                            Per: /s/ Kurt Tosczak
                                                 -------------------------------

                                            Per: Kurt Tosczak
                                                 -------------------------------

IN WITHESS  WHEREOF  the  Purchaser  has duly  executed  this  Agreement  by its
authorised officers in that behalf as of the day first above written.

                                                               NOMATTERWARE INC.

                                            Per: /s/ Brad Churchill
                                                 -------------------------------

                                            Per: Brad Churchill
                                                 -------------------------------
<PAGE>

                             Exhibit 10.1 - Addendum




April 27, 2001





The following document outlines an addendum to the sales contract of the
NoMatterWare software to NoMatterWare Inc. from Churchill Consulting Services,
Inc.

Churchill Consulting and NoMatterWare have agreed to amend the contract,
Removing the right by Churchill to reclaim the intellectual property sold to
NoMatterWare in the event that full payment isn't made to Churchill on or before
May 14, 2001.

The new clause is to read as follows:

In the event that Churchill is not paid in full for the technology purchased by
NoMatterWare on or before May 14, 2001, any outstanding monies owed will be
subject to an interest penalty of 12% (twelve percent) per annum, compounded
annually for as long as the debt is outstanding.

Churchill Consulting and NoMatterWare have also agreed that Churchill will take
no action to collect the outstanding debt for a period of two years, after which
time Churchill Consulting may at their option increase the interest rate to a
maximum of 20% or use whatever means necessary as permitted by law to collect
the outstanding debt.


/s/ Brad Churchill                                   April 27, 2001
----------------------------------------------       --------------
Per: Brad Churchill                                  Date
President, NoMatterWare Inc.


/s/ Kurt Tosczak                                     April 27, 2001
----------------------------------------------       ----------------
Per: Kurt Tosczak                                    Date
President, Churchill Consulting Services, Inc.