Exhibit 4.8

                               E-CRUITER.COM INC.


                   2001 AMENDED AND RESTATED STOCK OPTION PLAN

1.         PURPOSE OF THE PLAN
           The purpose of the E-Cruiter.com Inc 2001 Amended and Restated Stock
           Option Plan is to develop the interest of and provide an incentive to
           eligible employees and directors of E-Cruiter.com Inc (the
           "Corporation") in the Corporation's growth and development by
           granting to eligible employees and directors from time to time
           options to purchase Common Shares of the Corporation, thereby
           advancing the interests of the Corporation and its shareholders.


2.         DEFINITIONS
           In this Plan:

          a)   "Affiliate" means, other than the Corporation, (i) any
               corporation or limited liability company in an unbroken chain of
               corporations or limited liability companies ending with the
               Corporation if each corporation or limited liability company owns
               stock or membership interests (as applicable) possessing more
               than fifty percent (50%) of the total combined voting power of
               all classes of stock in one of the other corporations or limited
               liability companies in such chain; (ii) any corporation, trade or
               business (including, without limitation, a partnership or limited
               liability company) which is more than fifty percent (50%)
               controlled (whether by ownership of stock, assets or an
               equivalent ownership interest or voting interest) by the
               Corporation or one of its Affiliates; or (iii) any other entity,
               approved by the Board as an Affiliate under the Plan, in which
               the Corporation or any of its Affiliates has a material equity
               interest;

          b)   "Audit Committee" means the Audit Committee of the Corporation's
               Board of Directors, as constituted from time to time, and which
               shall at all times be composed of not less than 2 members who
               shall be (i) "Non-Employee Directors" within the meaning of Rule
               16(b)-3(b)(3) (or any successor rule) promulgated under the
               United States Securities Act of 1934, as amended and (ii)
               "Outside Directors" within the meaning of Treasury Regulation
               section 1.162-27(e)(3) under Section 162(m) of the Code;

          c)   "Board of Directors" means the Board of Directors of the
               Corporation as constituted from time to time;

          d)   "Code" means the United States Internal Revenue Code of 1986, as
               amended;

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          e)   "Common Shares" means the common shares of the Corporation issued
               and outstanding from time to time;

          f)   "Consultant" means a person, other than an employee, executive
               officer or director of the Corporation, who performs or has
               performed services for the Corporation or an Affiliate under a
               written contract and who spends, has spent or will spend a
               significant amount of time and attention on the affairs and
               business of the Corporation or such Affiliate, and "Consultants"
               means more than one Consultant;

          g)   "Corporations Act" means the Canada Business Corporations Act, as
               amended, and the regulations promulgated thereunder;

          h)   "Date of Grant" means, for any Option, the date specified by the
               Audit Committee, or its designate, at the time it grants the
               Option; provided that (a) such date shall not be prior to the
               date the Audit Committee effects the Plan with approval of a
               majority of the Corporation's shareholders, and (b) the Option is
               granted within five (5) years from the date the Plan is approved
               by the shareholders;

          i)   "Disability" means permanent and total disability as determined
               under procedures established by the Audit Committee for the
               purposes of the Plan;

          j)   "Exercise Date" means the date the Corporation receives from a
               Participant a completed notice of exercise form with full payment
               for the Option Shares being purchased;

          k)   "Exercise Period" means, with respect to any Option Shares, the
               period during which a Participant may purchase such Option
               Shares;

          l)   "Exercise Price" shall mean the price per Common Share as
               determined herein from time to time;

          m)   "Incentive Stock Option" means an Option granted under this Plan
               to a United States resident, designated as such by the Audit
               Committee, and constitutes an "Incentive Stock Option" within the
               meaning of section 422 of the Code.

          n)   "Non-Qualified Stock Option" means an option granted under this
               Plan to a United States resident, designated as such by the Audit
               Committee and does not constitute an Incentive Stock Option
               within the meaning of section 422 of the Code;

          o)   "Option" means a non-transferable option to purchase Common
               Shares granted pursuant to the Plan;


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          p)   "Optionee" means a Participant who has been granted one or more
               Options;

          q)   "Option Shares" means Common Shares which are subject to purchase
               upon the exercise of outstanding Options;

          r)   "Participant" means a current or former full-time employee,
               Consultant or director of the Corporation or an Affiliate;

          s)   "Plan" means the E-Cruiter.com Inc. 2001 Amended and Restated
               Stock Option Plan as set out herein and approved by majority of
               shareholders of the Corporation;

          t)   "Plan Shares" means the 2,500,000 Common Shares reserved from
               time to time for issuance pursuant to the exercise of Options.
               The Plan Shares may be granted as Incentive Stock Options,
               Non-Qualified Options, or have no designation;

          u)   "Retirement" means retirement from active employment with the
               Corporation at or after age 65, or with the consent for purposes
               of the Plan of such officer of the Corporation as may be
               designated by the Audit Committee, at or after such earlier age
               and upon the completion of such years of service as the Committee
               may specify;

          v)   "Third Party Offer" means the happening of any of the following:

                    a)   When a third party, acting at arm's length, as defined
                         in the Income Tax Act (Canada), as amended, makes an
                         offer to acquire the "beneficial ownership", as defined
                         in the Corporations Act, directly or indirectly, of
                         securities of the Corporation representing 50.1 percent
                         or more of the combined voting power of the
                         Corporation's then outstanding securities; or

                    b)   When a third party, acting at arm's length, as defined
                         in the Income Tax Act (Canada), as amended, makes an
                         offer to acquire the Corporation through the purchase
                         of all of its assets, by amalgamation or otherwise.


3.         OPERATION OF THE PLAN

           The Plan has been designed for both Canadian and United States
           employees. For United States employees, the Option shall be
           designated, at the Date of Grant, as an Incentive Stock Option or a
           Non-Qualified Stock Option. For Canadian employees, no such
           designation shall be made.


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4.         CURRENCY

           All dollar amounts referred to in this Plan are in Canadian or United
           States funds as specified.


5.         EXTENDED MEANINGS

           In this Plan, words importing the singular number include the plural
           and vice versa and words importing the masculine gender include the
           feminine and neuter genders.















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6.         HEADINGS

           Article headings are not to be considered part of the Plan and are
           included solely for convenience of reference and are not intended to
           be full or accurate descriptions of the contents thereof.


7.         ELIGIBILITY

           All Participants shall be eligible to participate in the Plan.
           Eligibility to participate shall not confer upon any Participant any
           right to be granted Options pursuant to the Plan. The extent to which
           any Participant shall be entitled to Options granted pursuant to the
           Plan shall be determined in the sole and absolute discretion of the
           Audit Committee.


8.         NUMBER OF OPTION SHARES AVAILABLE FOR GRANTS

           No Option may be granted by the Audit Committee which would have the
           effect of causing the total number of all Option Shares subject to
           purchase under outstanding Options to exceed the number of Plan
           Shares.

           Upon the expiration, surrender, cancellation or termination, in whole
           or in part, of an unexercised Option, the Option Shares subject to
           such Option shall be available for other Options to be granted from
           time to time.


9.         GRANTING OF OPTIONS

           The Audit Committee may from time to time grant Options to
           Participants to purchase a specified number of Option Shares at a
           specified exercise price per share. The number of Option Shares to be
           granted, the exercise period, the exercise price, the Date of Grant,
           and such other terms and conditions of the Option shall be as
           determined by the Audit Committee.

           Options granted to a 10% shareholder which are designated as
           Incentive Stock Options shall have an exercise price equal to at
           least 110% of the fair market value of the Common Shares on the date
           the Options are granted.


10.        EXERCISE PRICE

           The Exercise Price per Common Share purchasable under an Option shall
           be determined by the Audit Committee but in any event shall not be
           lower than the fair market value of a Common Share on the Date of
           Grant. Fair market value shall be determined in good faith using
           common practices for such determination without regard to any
           restriction on the Common Shares.


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11.        EXERCISE PERIOD

           Unless otherwise specified by the Audit Committee at the time of
           granting an Option, and except as otherwise provided in the Plan,
           each Option shall be exercisable in the following installments:

           Percentage of Total Number of
           Option Shares Which May be
           Purchased                            Exercise Period
           -----------------------------        ---------------

           33 1/3%                              After the first anniversary of
                                                the Date of Grant and up to
                                                immediately before the fifth
                                                anniversary of the Date of Grant

           33 1/3%                              After the second anniversary of
                                                the Date of Grant and up to
                                                immediately before the fifth
                                                anniversary of the Date of Grant

           33 1/3%                              After the third anniversary of
                                                the Date of Grant and up to
                                                immediately before the fifth
                                                anniversary of the Date of Grant

           Once an installment becomes exercisable it shall remain exercisable
           until expiration or termination of the Option, unless otherwise
           specified by the Audit Committee. Each Option or installment may be
           exercised at any time or from time to time, in whole or in part, for
           up to the total number of Common Shares with respect to which it is
           then exercisable. The Audit Committee shall have the right to
           accelerate the date which any installment of any Option is
           exercisable.

12.        TERM OF OPTIONS

           Subject to accelerated termination as provided for in the Plan, each
           Option shall, unless otherwise specified by the Audit Committee,
           expire on the fifth anniversary of the Date of Grant.


13.        EXERCISE OF OPTIONS

           An Optionee may at any time within the Exercise Period elect to
           purchase all or a portion of the Option Shares which such Optionee is
           then entitled to purchase by delivering to the Corporation a
           completed Notice of Exercise, specifying the Date of Grant of the
           Option being exercised, the exercise price of the Option and the
           number of Option Shares the Optionee desires to purchase. The Notice
           of Exercise shall be accompanied by payment in full of the purchase
           price for such Option Shares. Payment can be made by cash, certified


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           cheque, bank draft, money order or the equivalent payable to the
           order of the Corporation or by such other means as may be specified
           by the Audit Committee.


14.        WITHHOLDING OF TAX

           If the Corporation determines that under the requirements of
           applicable taxation laws it is obliged to withhold for remittance to
           a taxing authority any amount upon exercise of an Option, the
           Corporation may, prior to and as a condition of issuing the Option
           Shares, require the Optionee exercising the Option to pay to the
           Corporation, in addition to and in the same manner as the purchase
           price for the Option Shares, such amount as the Corporation is
           obliged to remit to such taxing authority in respect of the exercise
           of the Option. Any such additional payment shall, in any event, be
           due no later than the date as of which any amount with respect to the
           Option exercised first becomes includable in the gross income of the
           Optionee for tax purposes.


15.        LIMITATION ON DISPOSITION OF INCENTIVE STOCK OPTION SHARES

           It is understood and intended that options granted under this plan
           may qualify as an "incentive stock option" as defined in Section 422
           of the Code. Accordingly, the employee understands that in order to
           obtain the benefits of an incentive stock option under section 421 of
           the Code, no sale or disposition may be made of any shares acquired
           upon exercise of the option within the one year period beginning on
           the day after the day of the transfer of such shares to him, nor
           within the two year period beginning on the day after the date an
           employee is granted Options pursuant to this agreement. If the
           employee intends to dispose or does dispose (whether by sale,
           exchange, gift, transfer or otherwise) of any such shares within said
           periods, he or she will notify the Corporation in writing within ten
           days after such disposition.

16.        SHARE CERTIFICATES

           Upon exercise of an Option and payment in full of the purchase price
           and any applicable tax withholdings, the Corporation shall cause to
           be issued and delivered to the Optionee within a reasonable period of
           time a certificate or certificates in the name of or as directed by
           the Optionee representing the number of Common Shares the Optionee
           has purchased.

17.        TERMINATION OF EMPLOYMENT

           Unless otherwise determined by the Audit Committee, if an Optionee's
           employment or services terminate for any reason other than death,
           Disability or Retirement, any Option held by such Optionee shall
           thereupon terminate, except that each such Option, to the extent then
           exercisable, may be exercised for the lessor of 60 days or the
           balance of such Option's term.


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           Options shall not be affected by any change of employment within or
           among the Corporation or Affiliate, or unless otherwise determined by
           the Audit Committee, so long as the Participant continues to be an
           employee of the Corporation or an Affiliate.


18.        TERMINATION BY REASON OF DEATH, DISABILITY OR RETIREMENT

           If an Optionee's employment or services terminate by reason of death,
           Disability or Retirement, any Option held by such Optionee may
           thereafter be exercised, to the extent then exercisable or to such
           other extent as the Audit Committee may determine, for a period of
           180 days (or such other period as the Audit Committee may specify)
           from the date of such death, Disability or Retirement or until the
           expiration of the stated term of such Option, whichever period is the
           shorter.


19.        TRANSFER

           Options granted under the Plan are not assignable or transferable by
           the Optionee or subject to any other alienation, sale, pledge or
           encumbrance by such Optionee except by will or by the laws of descent
           and distribution. During the Optionee's lifetime Options shall be
           exercisable only by the Optionee. The obligations of each Optionee
           shall be binding on his/her heirs, executors and administrators.

20.        NO RIGHT TO EMPLOYMENT

           The granting of an Option to a Participant under the Plan does not
           confer upon the Participant any right to expectation of employment
           by, or to continue in the employment of, the Corporation, or to be
           retained as a Consultant by the Corporation.

21.        RIGHTS AS SHAREHOLDERS

           The Optionee shall not have any rights as a shareholder with respect
           to Option Shares until full payment has been made to the Corporation
           and a share certificate or share certificates have been duly issued.

22.        ADMINISTRATION OF THE PLAN

           The Plan shall be administered by the Audit Committee which shall
           have the authority to:

          a)   determine the individuals and entities (from among the class of
               individuals and entities eligible to receive Options) to whom
               Options may be granted;

          b)   determine the number of Option Shares to be subject to each
               Option;


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          c)   determine the terms and conditions of any grant of Option,
               including but not limited to:

                    o    the time or times at which Options may be granted;

                    o    the exercise price at which Option Shares subject to
                         each Option may be purchased;

                    o    the time or times when each Option shall be come
                         exercisable and the duration of the Exercise Period
                         but, in any case shall not exceed five years from the
                         Date of Grant;

                    o    whether restrictions or limitations are to be imposed
                         on Option Shares, and the nature of such restrictions
                         or limitations, if any; and

                    o    any acceleration of exercisability or waiver of
                         termination regarding any Option, based on such factors
                         as the Audit Committee may determine; and

          d)   interpret the Plan and prescribe and rescind rules and
               regulations relating to the Plan.

           The interpretation and construction by the Audit Committee of any
           provisions of the Plan or of any Option granted under it shall be
           final and binding on all persons. Nothing in the Plan shall be
           interpreted, amended or altered in such a manner as to disqualify the
           Plan under section 422 of the Code. No members of the Audit Committee
           shall be liable for any action or determination made in good faith
           with respect to the Plan or any Option granted under it. The
           day-to-day administration of the Plan may be delegated to such
           officers and employees of the Corporation or any Affiliate as the
           Audit Committee shall determine.

23.        RECAPITALIZATION AND REORGANIZATION

           The number of Option Shares subject to each outstanding Option and
           the purchase price for such Option Shares shall be appropriately
           adjusted for any subdivision, redivision, consolidation or any
           similar change affecting the Common Shares.

24.        CONDITIONS

           The Plan and each Option shall be subject to the requirement that, if
           at any time the Audit Committee determines that the listing,
           registration or qualification of the Common Shares subject to such
           Option upon any securities exchange or under any provincial, state or
           federal law, or the consent or approval of any governmental body,
           securities exchange, or the holders of the Common Shares generally,
           is necessary or desirable, as a condition of, or in connection with,
           the granting of such Option or the issue or purchase of Common Shares


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           thereunder, no such Option may be granted or exercised in whole or in
           part unless such listing, registration, qualification, consent or
           approval shall have been affected or obtained free of any conditions
           not acceptable to the Audit Committee.















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25.        NOTICES

           All written notices to be given by the Optionee to the Corporation
           shall be delivered personally or by registered mail, postage prepaid,
           addressed as follows:

                            E-CRUITER.COM INC
                            495 MARCH ROAD, SUITE 300
                            KANATA, ON  K2K 3G1
                            ATTENTION: PRESIDENT

           Any notice given by the Optionee pursuant to the terms of an Option
           shall not be effective until actually received by the Corporation at
           the above address.


26.        CORPORATE ACTION

           Nothing contained in the Plan or in an Option shall be construed so
           as to prevent the Corporation from taking corporate action which is
           deemed by the Corporation to be appropriate or in its best interest,
           whether or not such action would have an adverse effect on the Plan
           or any Option.


27.        AMENDMENTS

           The Audit Committee, with approval of a majority of shareholders,
           shall have the right, in its sole discretion, to alter, amend, modify
           or terminate the Plan or any Option granted under the Plan at any
           time without notice. The Plan shall not, however, be altered, amended
           or modified more often than once every six months other than to
           comport with changes to applicable tax and employee benefit laws and
           the respective rules and regulations thereunder. No such amendment,
           however, may, without the consent of the Optionee, alter or impair
           any rights or increase any obligations with respect to an Option
           previously granted under the Plan.


28.        THIRD PARTY OFFER

           In the event of a Third Party Offer, which is accepted by a majority
           of the shareholders of the Corporation, unless otherwise determined
           by the Board of Directors prior to the occurrence of such Third Party
           Offer, any options, outstanding as of the date of the Third Party
           Offer and then not exercisable fix; shall become fully exercisable at
           the Exercise Price, provided that Optionees are not required to
           exercise the options if the Third Party Offer per Common Share is
           less than the Exercise Price.


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29.        TERMINATION OF PLAN

           Except as otherwise provided herein, Options may be granted only
           within the five year period from the date the Plan has been approved
           by a majority of common shareholders. The termination of the Plan
           shall have no effect on outstanding Options, which shall continue in
           effects in accordance with their terms and conditions and the terms
           and conditions of the Plan, provided that no Option may be exercised
           after the fifth anniversary of its Date of Grant.


30.        FURTHER ASSURANCES

           Each Participant shall, when requested to do so by the Corporation,
           sign and deliver all such documents relating to the granting or
           exercise of Options deemed necessary or desirable by the Corporation.

31.        GOVERNING LAW

           The Plan is established under the laws of the Province of Ontario,
           and the rights of all parties and the construction and effect of each
           provision of the Plan shall be according to the laws of the Province
           of Ontario.


       DATED this 26th day of July, 2001.



       E-CRUITER.COM INC

       /s/ Michael Mullarkey
       ------------------------------------
       Michael Mullarkey, President



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