EXHIBIT 2.2
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                      SC STORMONT CORPORATION (`STORMONT')


Whereas SC Stormount Corporation (Stormont) and E-Cruiter.com (E-Cruiter) wish
to enter into an agreement for the provision of financial and business advisory
services by Stormont to E-Cruiter, the following terms and conditions shall
apply:


TERM:                      Commencing March 1, 2000 , open-ended, termination on
                           30 days notice. On issuance of a notice of
                           cancellation by E-Cruiter, E-Cruiter will be
                           responsible for paying retainer fees for the month in
                           which notice is given and for one full month
                           following the month in which notice is given. On
                           issuance of a notice of cancellation by Stormont,
                           Stormont will continue to provide services for the
                           current month, and will be paid the monthly retainer
                           fee for that month, but no further fees will be paid
                           by E-Cruiter.

FEES:                      a)       a monthly retainer fee of $28,333, plus all
                                    applicable taxes, due on the first of each
                                    month for the months of March, April and May
                                    of 2000, thereafter a monthly retainer fee
                                    of $15,000, plus all applicable taxes due on
                                    the first of each month.
                           b)       transaction fees, on successful completion
                                    of a Transaction (as defined below) based on
                                    the Capital Value (as defined below) of such
                                    transaction.


TRANSACTIONS:              Transactions on which fees are entitled to be
                           received by Stormont are restricted to those
                           transactions identified as such between the parties
                           in advance of closing.

                           CAPITAL TRANSACTIONS are transactions which involve

                           a)       the issue of shares or other securities,
                                    including debt, of E-Cruiter, for cash

                                    Transaction fee:2% of cash generated

                           b)       the purchase of shares in another company by
                                    E-Cruiter, with payment by cash or
                                    securities of E-Cruiter

                                    Transaction fee:1% of cash or cash paid
                                                       2% of debt issued *
                                                       2% of share value issued



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                           c)       the purchase by E-Cruiter of all or
                                    substantially all of the assets of another
                                    company, or the assets of a business unit or
                                    division of another company, with payment by
                                    cash or securities of E-Cruiter

                                    Transaction fee:1% of cash paid
                                                       2% of debt issued *
                                                       2% of share value issued

                           d)       the purchase of E-Cruiter by a third party

                                    Transaction fee:2% of cash received
                                                     1% of debt received *
                                                     1% of share value received

                           * In each case, if debt issued or received carries an
                           effective interest rate of less than 90 day bankers
                           acceptance as issued by CIBC, plus 4%, the face value
                           of the debt, for the purposes of calculation of
                           Transaction Fees, shall be adjusted to reflect an
                           equivalent amount of debt using an interest rate
                           equal to 90 day bankers acceptance as issued by CIBC,
                           plus 4%.

                  MAJOR RELATIONSHIP TRANSACTIONS involve the conclusion of
                  partnering or other agreements (excluding merger/acquisition
                  agreements) between E-Cruiter and a third party pursuant to
                  which the parties agree to work cooperatively in offering a
                  combined product offering for sale to their respective
                  marketplaces.

                           Transaction fees for major relationship transactions
                           shall be calculated as 1% of the amount, if any, by
                           which the average market capitalization of E-Cruiter
                           following the public announcement, calculated by
                           summing the market capitalization on the 25th, 26th,
                           27th, 28th and 29th trading days and dividing be 5 of
                           such transaction exceeds 115% of its market
                           capitalization immediately preceding the announcement
                           date calculated by summing the market capitalization
                           for the 5 trading days immediately preceeding the
                           announcement and dividing by 5.

                           The amount of such fee may be paid at the election of
                           E-Cruiter by issue of treasury shares at the price on
                           which the amount of the fee was based. If shares are
                           issues as payment, E-Cruiter shall register each
                           share within 120 days of such issue.


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TERMINATION:               In the event of termination by E-Cruiter, Stormont
                           shall be paid Transaction Fees on account of any
                           Transaction subsequently completed by E-Cruiter
                           within 6 months of notice of such termination.




ACCEPTED:



(signed)
Per: Robert C. McInnis
President, SC Stormont Corporation
Signed on March 6, 2000


ACCEPTED

(signed)
Per: Gerry Stanton
President, E-Cruiter.com
Signed on February 25, 2000


















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