Exhibit 4.6

                            ASSET PURCHASE AGREEMENT

THIS AGREEMENT made as of the 21st day of September, 2001

BETWEEN:
             PAULA ALLEN HOLDINGS, INC., a corporation incorporated under the
             laws of Florida and a subsidiary of E-Cruiter.com, Inc.,
             (hereinafter referred to as the "Purchaser")

AND:
             TECH ENGINE, INC.,
             a corporation incorporated under the laws of the State of New York

             (hereinafter referred to as the "Vendor")

WHEREAS:

A.         The Vendor carries on the business of online career site hosting and
           recruitment advertising aggregation, (the "Business");

B.         The Vendor wishes to sell and assign to the Purchaser, and the
           Purchaser wishes to purchase from the Vendor certain of the assets,
           and to assume certain of the liabilities, of the Business on the
           terms and subject to the conditions hereinafter contained.

NOW THEREFORE in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration paid by each of the parties
hereto to each of the other parties hereto (the receipt and sufficiency of which
are hereby acknowledged), it is agreed among the parties hereto as follows:

1.         INTERPRETATION

           1.1.       SCHEDULES. The Schedules that are attached to this
                      Agreement are incorporated in this Agreement by reference
                      and are deemed to be part hereof.

           1.2.       CURRENCY. Unless otherwise indicated, all dollar amounts
                      referred to in this Agreement are in lawful money of the
                      United States of America.

           1.3.       CHOICE OF LAW AND ATTORNMENT. This Agreement shall be
                      governed by and construed and enforced in accordance with
                      the laws of the State of New York.

           1.4.       TIME OF ESSENCE. Time shall be of the essence of the
                      agreement.


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2.         PURCHASE AND SALE

           2.1.       PURCHASED ASSETS. On the terms and subject to the
                      fulfillment of the conditions, the Vendor hereby agrees to
                      sell, transfer and assign to the Purchaser, and the
                      Purchaser hereby agrees to purchase and accept from the
                      Vendor as of the 21st day of September, 2001 (the "Closing
                      Date"), the assets, rights and interests of the Vendor
                      listed in Schedule 2.1, as attached hereto (the "Purchased
                      Assets").

           2.2.       EXCLUDED LIABILITIES AND INDEMNITY. With the exception of
                      the liabilities and obligations specified in Schedule 2.3
                      (collectively, the "Assumed Liabilities"), the Purchaser
                      will not assume and will not be liable for, all
                      obligations, commitments and liabilities of and claims
                      against the Vendor (whether absolute, accrued or
                      contingent) relating to the Purchased Assets.

           2.3.       PURCHASE PRICE. As consideration for the assets, the
                      Purchaser agrees on the Closing Date to i) pay $31,923 to
                      the Vendor, and ii) to assume the Assumed Liabilities.

           2.4.       ALLOCATION OF PURCHASE PRICE. The purchase price shall be
                      allocated among the Purchased Assets in the manner
                      provided by Schedule 2.5 attached hereto. The Vendor and
                      the Purchaser shall file their respective tax returns
                      prepared in accordance with such allocation.

           2.5.       PAYMENT OF TAXES. The Purchaser shall be liable for and
                      shall pay all applicable federal and state sales taxes,
                      excise taxes and all other taxes (other than income taxes
                      of the Vendor), duties and other like charges properly
                      payable on and in connection with the conveyance and
                      transfer of the Purchased Assets to the Purchaser. The
                      Vendor will do and cause to be done such things as are
                      reasonably requested to enable the Purchaser to comply
                      with such obligation in an efficient manner.

3.         REPRESENTATIONS AND WARRANTIES

           3.1.       REPRESENTATIONS AND WARRANTIES BY THE VENDOR. The Vendor
                      hereby represents and warrants to the Purchaser as
                      follows, and confirms that the Purchaser is relying upon
                      the accuracy of each of such representations and
                      warranties in connection with the purchase of the
                      Purchased Assets and the completion of the other
                      transactions hereunder:

                      3.1.1.     Corporate Authority and Binding Obligation. The
                                 Vendor has good right, full corporate power and
                                 absolute authority to enter into this Agreement
                                 and to sell, assign and transfer the Purchased
                                 Assets to the Purchaser in the manner
                                 contemplated herein and to perform all of the
                                 Vendor's obligations under this Agreement.
                                 Except with respect to those consents
                                 identified on Schedule 3.1.2 which are not
                                 obtained by the Closing, the Vendor and its
                                 shareholders and board of directors have taken
                                 all necessary or desirable actions, steps and
                                 corporate and other proceedings to approve or
                                 authorize, validly and effectively, the
                                 entering into of, and the execution, delivery


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                                 and performance of, this Agreement and the sale
                                 and transfer of the Purchased Assets by the
                                 Vendor to the Purchaser. This Agreement is a
                                 legal, valid and binding obligation of the
                                 Vendor, enforceable against it in accordance
                                 with its terms.

                      3.1.2.     Contractual and Regulatory Approvals. Except as
                                 set forth on Schedule 3.1.2, the Vendor is not
                                 under any obligation, contractual or otherwise,
                                 to request or obtain the consent of any person
                                 in order to consumate the transaction
                                 contemplated hereby, and except as set forth on
                                 Schedule 3.1.2, no permits, licences,
                                 certifications, authorizations or approvals of,
                                 or notifications to, any federal, state,
                                 municipal or local government or governmental
                                 agency, board, commission or authority are
                                 required to be obtained by the Vendor in order
                                 to consumate the transaction contemplated
                                 hereby.

                      3.1.3.     Status and Governmental Licences.

                                 3.1.3.1.   The Vendor is a corporation duly
                                            incorporated, validly existing and
                                            in good standing in all respects
                                            under the laws of its jurisdiction
                                            of incorporation. The Vendor has all
                                            necessary corporate power to own,
                                            lease and operate its assets,
                                            properties and business and to carry
                                            on its business as it is now being
                                            conducted and is in good standing in
                                            every jurisdiction in which the
                                            nature of its business or the
                                            location of its properties requires
                                            such qualification or licensing.

                                 3.1.3.2.   The Vendor holds all necessary
                                            licenses, registrations and
                                            qualifications in each jurisdiction
                                            in which,

                                            (i)        it owns any of the
                                                       Purchased Assets, or

                                            (ii)       the nature of the
                                                       Purchased Assets or any
                                                       part thereof, makes such
                                                       qualification necessary
                                                       or desirable to enable
                                                       the Purchased Assets to
                                                       be owned and operated.

                                          The Vendor is in compliance with all
                                          terms and conditions of the licenses,
                                          registrations and qualifications.
                                          There are no proceedings in progress,
                                          pending or, to the best of the
                                          knowledge of the Vendor, threatened,
                                          which could result in the revocation,
                                          cancellation or suspension of any of
                                          the licenses, registrations or
                                          qualifications.

                      3.1.4.     Compliance with Constating Documents,
                                 Agreements and Laws. The execution, delivery
                                 and performance of this Agreement and each of
                                 the other agreements contemplated or referred
                                 to herein by the Vendor, and the completion of


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                                 the transactions contemplated hereby, will not
                                 constitute or result in a violation, breach or
                                 default, or cause the acceleration of any
                                 obligations under:

                                 3.1.4.1.   any term or provision of any of the
                                            articles, by-laws or other
                                            constituent documents of the Vendor,
                                            or

                                 3.1.4.2.   the terms of any indenture,
                                            agreement (written or oral),
                                            instrument or understanding or other
                                            obligation or restriction to which
                                            the Vendor is a party or by which it
                                            is bound except with respect to
                                            those consents identified on
                                            Schedule 3.1.2 which are not
                                            obtained by the Closing , or

                                 3.1.4.3.   any term or provision of any
                                            licenses or any order of any court,
                                            governmental authority or regulatory
                                            body or any law or regulation
                                            applicable to the Vendor.

                                 3.1.4.4.   Absence of Undisclosed Liabilities.
                                            Other than the Assumed Liabilities,
                                            there are no liabilities (contingent
                                            or otherwise) of the Vendor of any
                                            kind whatsoever in respect of which
                                            the Purchaser may become liable on
                                            or after the consummation of the
                                            transactions contemplated by this
                                            Agreement.

                      3.1.5.     Litigation. There are no actions, suits or
                                 proceedings, judicial or administrative
                                 (whether or not purportedly on behalf of the
                                 Vendor) pending or, to the best of the
                                 knowledge of the Vendor, threatened, by or
                                 against or affecting the Vendor which relate to
                                 the Purchased Assets, at law or in equity, or
                                 before or by any court or any federal, state,
                                 municipal or other governmental department,
                                 commission, board, bureau, agency or
                                 instrumentality, domestic or foreign.

                      3.1.6.     Title to Assets. The Vendor is the owner of and
                                 has good and marketable title to all of the
                                 Purchased Assets.

                      3.1.7.     Works Orders and Deficiencies. There are no
                                 outstanding work orders, non-compliance orders,
                                 deficiency notices or other such notices
                                 relative to the Purchased Assets which have
                                 been issued by any regulatory authority, police
                                 or fire department, sanitation, environment,
                                 labor, health or other governmental authorities
                                 or agencies. There are no matters under
                                 discussion with any such department or
                                 authority relating to work orders,
                                 non-compliance orders, deficiency notices or
                                 other such notices. None of the Purchased
                                 Assets are being operated, in a manner that is
                                 in contravention in any material respect of any


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                                 statute, regulation, rule, code, standard or
                                 policy.

                      3.1.8.     Intellectual Property.

                                 3.1.8.1.   Schedule 3.1.8 attached hereto
                                            lists:

                                            (i)        all patents, patent
                                                       applications and
                                                       registrations, trade
                                                       marks, trade mark
                                                       applications and
                                                       registrations,
                                                       copyrights, copyright
                                                       applications and
                                                       registrations, trade
                                                       names and industrial
                                                       designs, domestic or
                                                       foreign, owned or used by
                                                       the Vendor relating to
                                                       the Purchased Assets,

                                            (ii)       all trade secrets,
                                                       know-how, inventions and
                                                       other intellectual
                                                       property owned or used by
                                                       the Vendor relating to
                                                       the Purchased Assets,

                                            (iii)      all domain names, URLs,
                                                       source code, object code,
                                                       management tools,
                                                       database content, contact
                                                       information, support
                                                       software and resumes
                                                       related to the Web Sites,
                                                       and

                                            (iv)       all computer systems and
                                                       application software,
                                                       including without
                                                       limitation all
                                                       documentation relating
                                                       thereto and the latest
                                                       revisions of all related
                                                       object and source codes
                                                       therefore, owned or used
                                                       by the Vendor relating to
                                                       the Purchased Assets,

                                            (all of the foregoing being
                                            collectively called the
                                            "Intellectual Property").

                                 3.1.8.2.   The Vendor has good and valid title
                                            to all of the Intellectual Property,
                                            free and clear of any and all liens
                                            and encumbrances, except in the case
                                            of any Intellectual Property
                                            licensed to the Vendor and Permitted
                                            Liens. Complete and correct copies
                                            of all agreements whereby any rights
                                            in any of the Intellectual Property
                                            have been granted or licensed to or
                                            from the Vendor have been provided
                                            to the Purchaser. No royalty or
                                            other fee is required to be paid by
                                            the Vendor to any other person in
                                            respect of the use of any of the
                                            Intellectual Property except as
                                            provided in such agreements
                                            delivered to the Purchaser. The
                                            Vendor has protected its rights in
                                            the Intellectual Property. The
                                            Vendor has the exclusive right to
                                            use all of the Intellectual Property
                                            which is owned by the Vendor and has
                                            not granted any licence or other
                                            rights to any other person in
                                            respect of such Intellectual
                                            Property. Complete and correct
                                            copies of all agreements whereby any
                                            rights in any of the Intellectual


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                                            Property have been granted or
                                            licensed by the Vendor to any other
                                            person have been provided to the
                                            Purchaser. The Vendor is entitled to
                                            assign all of its rights and
                                            interest in and to the Intellectual
                                            Property to the Purchaser.

                                 3.1.8.3.   Except as provided in agreements
                                            delivered to the Purchaser, there
                                            are no restrictions on the ability
                                            of the Vendor or any successor to or
                                            assignee from the Vendor to use and
                                            exploit all rights in the
                                            Intellectual Property. All
                                            statements contained in all
                                            applications for registration of the
                                            Intellectual Property were true and
                                            correct as of the date of this
                                            Agreement of such applications. Each
                                            of trade marks and trade names
                                            included in the Intellectual
                                            Property is in use.

                                 3.1.8.4.   To the knowledge of the Vendor, the
                                            use of the Purchased Assets and the
                                            use of the Intellectual Property
                                            does not infringe or otherwise
                                            encroach upon, and the Vendor has
                                            not received any notice, complaint,
                                            threat or claim alleging
                                            infringement of, any patent, trade
                                            mark, trade name, copyright,
                                            industrial design, trade secret or
                                            other Intellectual Property or
                                            propriety right of any other person.

                      3.1.9.     Partnerships or Joint Ventures. Except with
                                 respect to contracts identified on Schedule
                                 3.1.12, the Vendor is not, in relation to the
                                 Purchased Assets, a partner or participant in
                                 any partnership, joint venture, profit-sharing
                                 arrangement or other association of any kind
                                 and is not party to any agreement under which
                                 the Vendor agrees to carry on any part of the
                                 Business in such manner or by which the Vendor
                                 agrees to share any revenue or profit of the
                                 Business with any other person.

                      3.1.10.    Customers. The Vendor has previously delivered
                                 to the Purchaser a true and complete list of
                                 all customers of the Business as of the date of
                                 this Agreement. The Vendor is the sole and
                                 exclusive owner of, and has the unrestricted
                                 right to use, such customer list. Neither the
                                 customer list nor any information relating to
                                 the customers of the Business have, within
                                 three years prior to the date of this
                                 Agreement, been made available to any person
                                 other than the Purchaser. To the Vendor's
                                 knowledge, no such customer has threatened to
                                 cease to be a customer of the Business where
                                 such cessation would be material to the
                                 condition of the Purchased Assets.

                      3.1.11.    Licenses, Agency and Distributorship
                                 Agreements. Except as set forth on Schedule
                                 3.1.11, there are no agreements to which the
                                 Vendor is a party or by which it is bound under
                                 which the right to manufacture, use or market
                                 any product, service, technology, information,
                                 data, computer hardware or software or other
                                 property used in or produced or sold in
                                 relation to the Purchased Assets has been


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                                 granted, licensed or otherwise provided to the
                                 Vendor or by the Vendor to any other person, or
                                 under which the Vendor has been appointed or
                                 any person has been appointed by the Vendor as
                                 an agent, distributor, licensee or franchisee
                                 for any of the foregoing.

                      3.1.12.    Outstanding Agreements. The Vendor is not a
                                 party to or bound by any outstanding or
                                 executor agreement, contract or commitment,
                                 whether written or oral, relating to the
                                 Purchased Assets, except for any contract or
                                 agreement described on Schedule 3.1.12.

                      3.1.13.    Good Standing of Agreements. Except with
                                 respect to those consents identified on
                                 Schedule 3.1.2 which are not obtained by the
                                 Closing, the Vendor is not in default or breach
                                 in any material respect of any of its
                                 obligations under any one or more contracts,
                                 agreements (written or oral), commitments,
                                 indentures or other instruments to which it is
                                 a party or by which it is bound relating to the
                                 Purchased Assets, and there exists no state of
                                 facts which, after notice or lapse of time or
                                 both, would constitute such a default or
                                 breach. All such contracts, agreements,
                                 commitments, indentures and other instruments
                                 are now in good standing and in full force and
                                 effect without amendment thereto, except as
                                 indicated on Schedule 3.1.12, the Vendor is
                                 entitled to all benefits there under and, to
                                 the best of the knowledge of the Vendor, the
                                 other parties to such contracts, agreements,
                                 commitments, indentures and other instruments
                                 are not in default or breach of any of their
                                 obligations there under. Except as indicated on
                                 Schedule 3.1.13, there are no contracts,
                                 agreements, commitments, indentures or other
                                 instruments relating to the Purchased Assets
                                 under which the Vendor's rights or the
                                 performance of its obligations are dependent on
                                 or supported by the guarantee of or any
                                 security provided by any other person.

                      3.1.14.    Compliance with Laws. In relation to the
                                 Purchased Assets, the Vendor is not in
                                 violation in any material respect of any
                                 federal, state or other law, regulation or
                                 order of any government or governmental or
                                 regulatory authority, domestic or foreign.

                      3.1.15.    Disclosure. No representation or warranty
                                 contained in this Section 3.1, contains or will
                                 contain any untrue statement of a material
                                 fact, or omits or will omit to state any
                                 material fact which is necessary in order to
                                 make the statements contained therein not
                                 misleading.

           3.2.       REPRESENTATIONS AND WARRANTIES BY THE PURCHASER. The
                      Purchaser hereby represents and warrants to the Vendor as
                      follows, and confirms that the Vendor is relying on the
                      accuracy of each of such representations and warranties in
                      connection with the sale of the Purchased Assets and the
                      completion of the other transactions hereunder:


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                      3.2.1.     Corporate Authority and Binding Obligation. The
                                 Purchaser is a corporation duly incorporated
                                 and validly subsisting in all respects under
                                 the laws of its jurisdiction of incorporation.
                                 The Purchaser has good right, full corporate
                                 power and absolute authority to enter into this
                                 Agreement and to purchase the Purchased Assets
                                 from the Vendor in the manner contemplated
                                 herein and to perform all of the Purchaser's
                                 obligations under this Agreement. The Purchaser
                                 and its shareholders and board of directors
                                 have taken all necessary or desirable actions,
                                 steps and corporate and other proceedings to
                                 approve or authorize, validly and effectively,
                                 the entering into of, and the execution,
                                 delivery and performance of, this Agreement and
                                 the purchase of the Purchased Assets by the
                                 Purchaser from the Vendor. This Agreement is a
                                 legal, valid and binding obligation of the
                                 Purchaser, enforceable against it in accordance
                                 with its terms.

                      3.2.2.     Contractual and Regulatory Approvals. The
                                 Purchaser is not under any obligation,
                                 contractual or otherwise to request or obtain
                                 the consent of any person, and no permits,
                                 licenses, certifications, authorizations or
                                 approvals of, or notifications to, any federal,
                                 state, municipal or local government or
                                 governmental agency, board, commission or
                                 authority are required to be obtained by the
                                 Purchaser in connection with the execution,
                                 delivery or performance by the Purchaser of
                                 this Agreement or the completion of any of the
                                 transactions contemplated herein. Complete and
                                 correct copies of any agreements under which
                                 the Purchaser is obligated to request or obtain
                                 any such consent have been provided to the
                                 Vendor.

                      3.2.3.     Compliance with Constituent Documents,
                                 Agreements and Laws. The execution, delivery
                                 and performance of this Agreement and each of
                                 the other agreements contemplated or referred
                                 to herein by the Purchaser, and the completion
                                 of the transactions contemplated hereby, will
                                 not constitute or result in a violation or
                                 breach of or default under:

                                 3.2.3.1.   any term or provision of any of the
                                            articles, by-laws or other
                                            constating documents of the
                                            Purchaser,

                                 3.2.3.2.   the terms of any indenture,
                                            agreement (written or oral),
                                            instrument or understanding or other
                                            obligation or restriction to which
                                            the Purchaser is a party or by which
                                            it is bound, or

                                 3.2.3.3.   any term or provision of any
                                            licenses, registrations or
                                            qualification of the Purchaser or
                                            any order of any court, governmental
                                            authority or regulatory body or any
                                            applicable law or regulation of any
                                            jurisdiction.


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4.         SURVIVAL AND LIMITATIONS OF REPRESENTATIONS AND WARRANTIES

           4.1.       SURVIVAL OF WARRANTIES BY THE VENDOR. The representations
                      and warranties made by the Vendor and contained in this
                      Agreement, or contained in any document or certificate
                      given in order to carry out the transactions contemplated
                      hereby, will survive the closing of the purchase of the
                      Purchased Assets provided for herein and shall continue in
                      full force and effect for the benefit of the Purchaser,
                      provided that no Warranty Claim ("Warranty Claim" means a
                      claim for indemnity pursuant to Article 8 hereof) made by
                      either the Purchaser or the Vendor based on or with
                      respect to the inaccuracy or non-performance or
                      non-fulfillment or breach of any representation or
                      warranty made by the other party contained in this
                      Agreement or contained in any document or certificate
                      given in order to carry out the transactions contemplated
                      herein.) may be made or brought by the Purchaser after the
                      date which is two years following the Closing Date.

           4.2.       SURVIVAL OF WARRANTIES BY PURCHASER. The representations
                      and warranties made by the Purchaser and contained in this
                      Agreement or contained in any document or certificate
                      given in order to carry out the transactions contemplated
                      hereby will survive the closing of the purchase and sale
                      of the Purchased Assets provided for herein and,
                      notwithstanding such closing or any investigation made by
                      or on behalf of the Vendor or any other person or any
                      knowledge of the Vendor or any other person, shall
                      continue in full force and effect for the benefit of the
                      Vendor; provided that no Warranty Claim may be made or
                      brought by the Vendor after the date which is two years
                      following the Closing Date.

           4.3.       LIMITATIONS ON WARRANTY CLAIMS.

                      4.3.1.     The Purchaser shall not be entitled to make a
                                 Warranty Claim if the Purchaser has been
                                 advised in writing or otherwise has actual
                                 knowledge prior to the Closing Date of the
                                 inaccuracy, non-performance, non-fulfillment or
                                 breach, which is the basis for such Warranty
                                 Claim and the Purchaser completes the
                                 transactions hereunder notwithstanding such
                                 inaccuracy, non-performance, non-fulfillment or
                                 breach.

                      4.3.2.     The amount of any Losses that may be claimed by
                                 the Purchaser pursuant to a Warranty Claim
                                 shall be calculated to be the cost or loss to
                                 the Purchaser after giving effect to any
                                 insurance proceeds available to the Purchaser
                                 in relation to the matter which is the subject
                                 of the Warranty Claim.

                      4.3.3.     Notwithstanding any other provisions of this
                                 Agreement or of any agreement, certificate or
                                 other document made in order to carry out the
                                 transactions contemplated hereby, the maximum
                                 aggregate liability of the Vendor together in
                                 respect of all Warranty Claims by the


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                                 Purchaser, whether pursuant to Article 8 hereof
                                 or otherwise, will be limited to the Purchase
                                 Price.

                      4.3.4.     The Vendor will not assert any Warranty Claim
                                 by the Purchaser until the aggregate Losses
                                 incurred by the Vendor with respect to all
                                 Warranty Claims exceeds $25,000.


5.         COVENANTS

           5.1.       COVENANTS BY THE VENDOR. The Vendor covenants to the
                      Purchaser that it will do or cause to be done the
                      following:

                      5.1.1.     Investigation of Business and Examination of
                                 Documents. During the period from and including
                                 the date of this Agreement to and including the
                                 Closing Date (the "Interim Period"), the
                                 Vendor, during normal business hours and upon
                                 reasonable prior notice will provide access to
                                 and will permit the Purchaser, through its
                                 representatives, to make such investigation of,
                                 the operations, properties, assets and records
                                 of the Business and of its financial and legal
                                 condition as the Purchaser deems necessary or
                                 advisable to familiarize itself with such
                                 operations, properties, assets, records and
                                 other matters. Without limiting the generality
                                 of the foregoing, during the Interim Period the
                                 Vendor will permit, during normal business
                                 hours and upon reasonable prior notice, the
                                 Purchaser and its representatives to have
                                 access to the premises used in connection with
                                 the Business and will produce for inspection
                                 and provide copies to the Purchaser of any and
                                 all documents in the possession of the Vendor
                                 relating to the Business, provided however that
                                 such investigations and inspections shall not
                                 unreasonably disrupt the personnel and
                                 operations of the Business.

                      5.1.2.     Exclusivity. During the Interim Period, the
                                 Vendor agrees that it will not enter into
                                 discussions with any third parties with regards
                                 to a sale of assets, merger, acquisition,
                                 partnership or joint venture without prior
                                 written consent of the Purchaser.

                      5.1.3.     Transfer of Purchased Assets. At or before the
                                 Closing Date, the Vendor will cause all
                                 necessary steps and corporate proceedings to be
                                 taken in order to permit the Purchased Assets
                                 to be duly and regularly transferred to the
                                 Purchaser.

                      5.1.4.     Forms of Conveyance. On the Closing Date, the
                                 Vendor will deliver to the Purchaser good and
                                 marketable title to and exclusive possession of
                                 the Purchased Assets, free and clear of any and
                                 all mortgages, charges, pledges, security
                                 interests, liens, encumbrances, actions,
                                 claims, demands and equities of any nature
                                 whatsoever, other than Permitted Liens, or


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                                 howsoever arising and any rights or privileges
                                 capable of becoming any of the foregoing. On
                                 the Closing Date, the Vendor will execute and
                                 deliver to the Purchaser one or more forms of
                                 general conveyance, or bills of sale, deeds,
                                 transfers and other documents reasonably
                                 requested by the Purchaser in respect of the
                                 assignment, conveyance, transfer and delivery
                                 of the Purchased Assets to the Purchaser in
                                 form which is remittable and acceptable to the
                                 Purchaser. As used in this Agreement,
                                 "Permitted Liens" shall mean, collectively, (i)
                                 mechanics', materialmen's, carriers',
                                 workmen's, warehousemen's, repairmen's,
                                 landlords or other like liens securing
                                 obligations that are not delinquent, (ii) liens
                                 for taxes and other governmental charges which
                                 are not yet due or payable, (iii) purchase
                                 money liens securing the purchase price of the
                                 related property described on Schedule 5.1.4
                                 and (iv) those liens and encumbrances described
                                 on Schedule 5.1.4

           5.2.       COVENANTS BY THE PURCHASER. The Purchaser covenants to the
                      Vendor that it will do or cause to be done the following:

                      5.2.1.     Confidentiality. Prior to and including the
                                 Closing Date and, if the transaction
                                 contemplated hereby is not completed, at all
                                 times after the Closing Date, the Purchaser
                                 will keep confidential all information obtained
                                 by it relating to the Business, except such
                                 information which:

                                 5.2.1.1.   prior to the date of this Agreement
                                            was already in the possession of the
                                            Purchaser, as demonstrated by
                                            written records,

                                 5.2.1.2.   is generally available to the
                                            public, other than as a result of a
                                            disclosure by the Purchaser, or

                                 5.2.1.3.   is made available to the Purchaser
                                            on a non-confidential basis from a
                                            source other than the Vendor or its
                                            representatives.

                               The Purchaser further agrees that such
                               information will be disclosed only to those of
                               its employees and representatives of its advisors
                               who need to know such information for the
                               purposes of evaluating and implementing the
                               transaction contemplated hereby. Notwithstanding
                               the foregoing provisions of this paragraph, the
                               obligation to maintain the confidentiality of
                               such information will not apply to the extent
                               that disclosure of such information is required
                               in connection with governmental or other
                               applicable filings relating to the transactions
                               hereunder, provided that, in such case, unless
                               the Vendor otherwise agrees, the Purchaser will,
                               if possible, request confidentiality in respect
                               of such governmental or other filings. If the
                               transactions contemplated hereby are not
                               consummated for any reason, the Purchaser will
                               return forthwith, without retaining any copies,


                                       11
<PAGE>
                               all information and documents obtained from the
                               Vendor.

6.         CONDITIONS

           6.1.       CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER.
                      Notwithstanding anything herein contained, the obligation
                      of the Purchaser to complete the transactions provided for
                      herein will be subject to the fulfillment of the following
                      conditions by the Vendor at or prior to the Closing Date
                      (any or all of which may be waived by the Purchaser).

                      6.1.1.     Accuracy of Representations and Warranties and
                                 Performance of Covenants. The representations
                                 and warranties of the Vendor contained in this
                                 Agreement shall be true and accurate in all
                                 material respects on the date and at the
                                 Closing Date with the same force and effect as
                                 though such representations and warranties had
                                 been made as of the Closing Date (regardless of
                                 the date as of which the information in this
                                 Agreement or in any Schedule or other document
                                 made pursuant hereto is given). In addition,
                                 the Vendor shall have complied with all
                                 covenants and agreements herein agreed to be
                                 performed or caused to be performed by it at or
                                 prior to the Closing Date. In addition, the
                                 Vendor shall have delivered to the Purchaser a
                                 certificate in the form of Schedule 6.1.1
                                 attached hereto confirming that the facts with
                                 respect to each of such representations and
                                 warranties by the Vendor are as set out herein
                                 at the Closing Date and that the Vendor has
                                 performed all covenants required to be
                                 performed by it hereunder.

                      6.1.2.     Material Adverse Changes. During the Interim
                                 Period there will have been no change in the
                                 condition of the Purchased Assets, howsoever
                                 arising, except changes which have occurred in
                                 the ordinary course of the Business and which,
                                 individually or in the aggregate, have not
                                 affected and may not affect the condition of
                                 the Purchased Assets in any material adverse
                                 respect. Without limiting the generality of the
                                 foregoing, during the Interim Period no damage
                                 to or destruction of any material part of the
                                 Purchased Assets shall have occurred, whether
                                 or not covered by insurance.

                      6.1.3.     No Restraining Proceedings. No order, decision
                                 or ruling of any court, tribunal or regulatory
                                 authority having jurisdiction shall have been
                                 made, and no action or proceeding shall be
                                 pending or threatened which, in the opinion of
                                 counsel to the Purchaser, is likely to result
                                 in an order, decision or ruling, to disallow,
                                 enjoin, prohibit or impose any limitations or
                                 conditions on the purchase and sale of the
                                 Purchased Assets contemplated hereby or the
                                 right of the Purchaser to own the Purchased
                                 Assets.

                      6.1.4.     Consents. All consents required to be obtained
                                 in order to carry out the transactions
                                 contemplated hereby in compliance with all laws


                                       12
<PAGE>
                                 and agreements binding on the parties hereto
                                 shall have been obtained.

                      6.1.5.     Assignment and Waiver of Intellectual Property
                                 Rights. At the Closing Time, the Vendor shall
                                 have delivered to the Purchaser a certificate
                                 of the Vendor in the form of the draft attached
                                 hereto as Schedule 6.1.5, whereby the Vendor
                                 assigns all of its intellectual property rights
                                 in the Purchased Assets.

                      6.1.6.     Further Assurances. The Vendor shall furnish
                                 the Purchaser with such further written
                                 documentation in order to enable the Purchaser
                                 to establish, prove or perfect the Purchaser's
                                 ownership of any of the assets herein conveyed.


           6.2.       CONDITIONS TO THE OBLIGATIONS OF THE VENDOR.
                      Notwithstanding anything herein contained, the obligations
                      of the Vendor to complete the transactions provided for
                      herein will be subject to the fulfillment of the following
                      conditions at or prior to the Closing Date (any or all of
                      which may be waived by the Vendor).

                      6.2.1.     Accuracy of Representations and Warranties and
                                 Performance of Covenants. The representations
                                 and warranties of the Purchaser contained in
                                 this Agreement will be true and accurate in all
                                 material respects on the date and at the
                                 Closing Date with the same force and effect as
                                 though such representations and warranties had
                                 been made as of the Closing Date (regardless of
                                 the date as of which the information in this
                                 Agreement or any such Schedule or other
                                 document made pursuant hereto is given). In
                                 addition, the Purchaser shall have complied
                                 with all covenants and agreements herein agreed
                                 to be performed or caused to be performed by it
                                 at or prior to the Closing Date. In addition,
                                 the Purchaser shall have delivered to the
                                 Vendor a certificate in the form of Schedule
                                 6.3.1 attached hereto confirming that the facts
                                 with respect to each of the representations and
                                 warranties of the Purchaser are as set out
                                 herein at the Closing Date and that the
                                 Purchaser has performed each of the covenants
                                 required to be performed by it hereunder.

                      6.2.2.     No Restraining Proceedings. No order, decision
                                 or ruling of any court, tribunal or regulatory
                                 authority having jurisdiction shall have been
                                 made, and no action or proceeding shall be
                                 pending or threatened which, in the opinion of
                                 the Vendor, is likely to result in an order,
                                 decision or ruling, to disallow, enjoin or
                                 prohibit the purchase and sale of the Purchased
                                 Assets contemplated hereby.


                                       13
<PAGE>
                      6.2.3.     Consents. All consents required to be obtained
                                 in order to carry out the transactions
                                 contemplated hereby in compliance with all laws
                                 and agreements binding upon the parties hereto
                                 shall have been obtained.


                      6.3.5.     Guarantee. The Purchaser shall have delivered
                                 to the Vendor a Guarantee substantially in the
                                 form of Exhibit B duly executed by
                                 E-Cruiter.com, Inc.

7.         CLOSING

           7.1.       CLOSING ARRANGEMENTS. Subject to the terms and conditions,
                      the transactions contemplated herein shall be closed on
                      the Closing Date at the offices of Perley-Robertson, Hill
                      & McDougall LLP, 90 Sparks Street, 4th Floor, Ottawa, ON
                      K1P 1E2, Canada or at such other place or places as may be
                      mutually agreed on by the Vendor and the Purchaser.

           7.2.       DOCUMENTS TO BE DELIVERED. At or before the Closing Date,
                      the Vendor shall execute, or cause to be executed, and
                      shall deliver, or cause to be delivered, to the Purchaser
                      all documents, instruments and things which are to be
                      delivered by the Vendor pursuant to the provisions of this
                      Agreement, and the Purchaser shall execute, or cause to be
                      executed, and shall deliver, or cause to be delivered, to
                      the Vendor all cheques or bank drafts and all documents,
                      instruments and things which the Purchaser is to deliver
                      or to cause to be delivered pursuant to the provisions of
                      this Agreement.

8.         INDEMNIFICATION AND SET-OFF

           8.1.       INDEMNITY BY THE VENDOR.

                      8.1.1.     The Vendor hereby agrees to indemnify and save
                                 the Purchaser, its stockholders, directors,
                                 officers and employees (collectively,
                                 "Purchaser Indemnified Party") harmless from
                                 and against any claims, demands, actions,
                                 causes of action, damage, loss, deficiency,
                                 cost, liability and expense, including, without
                                 limitation, reasonable attorneys fees,
                                 (collectively, "Losses"), which may be made or
                                 brought against a Purchaser Indemnified Party
                                 or which a Purchaser Indemnified Party may
                                 suffer or incur as a result of, in respect of
                                 or arising out of:

                                 8.1.1.1.   any non-performance or
                                            non-fulfillment of any covenant or
                                            agreement on the part of the Vendor
                                            contained in this Agreement;

                                 8.1.1.2.   any misrepresentation, inaccuracy,
                                            incorrectness or breach of any
                                            representation or warranty made by
                                            the Vendor contained in this
                                            Agreement;


                                       14
<PAGE>
                                 8.1.1.3.   any non-compliance with any federal,
                                            state, local, municipal, foreign,
                                            international or other
                                            administrative order, constitution,
                                            law, ordinance, statute, or treaty
                                            applicable to Vendor in the carrying
                                            out of the transaction contemplated
                                            herein;

                                 8.1.1.4.   any claim for a debt, obligation or
                                            liability of the Vendor which is not
                                            specifically assumed by Purchaser
                                            pursuant to this Agreement; and

                                 8.1.1.5.   except with respect to Assumed
                                            Liabilities, any suit, action,
                                            proceeding, claim, investigation
                                            pending or threatened against or
                                            affecting the Purchased Assets,
                                            regardless of whether such is
                                            disclosed in a Schedule hereto, that
                                            arises from the conduct of the
                                            Business prior to the Closing Date;

                      8.1.2.     The obligations of indemnification by the
                                 Vendor pursuant to paragraph 8.1.1 of this
                                 section will be:

                                 8.1.2.1.   subject to the limitations referred
                                            to in Section 4.1 with respect to
                                            the survival of the representations
                                            and warranties by the Vendor;

                                 8.1.2.2.   subject to the limitations referred
                                            to in Section 4.3; and

                                 8.1.2.3.   subject to the provisions of Section
                                            8.3.

8.2.       Indemnity by the Purchaser.

                     8.2.1.    The Purchaser hereby agrees to indemnify and save
                               the Vendor, its stockholders, directors,
                               officers, and employees (collectively, "Vendor
                               Indemnified Party") harmless from and against any
                               Losses which may be made or brought against a
                               Vendor Indemnified Party or which a Vendor
                               Indemnified Party may suffer or incur as a result
                               of, in respect of or arising out of:

                                 8.2.1.1.   any non-performance or
                                            non-fulfillment of any covenant or
                                            agreement on the part of the
                                            Purchaser contained in this
                                            Agreement;

                                 8.2.1.2.   any misrepresentation, inaccuracy,
                                            incorrectness or breach of any
                                            representation or warranty made by
                                            the Purchaser contained in this
                                            Agreement;


                                       15
<PAGE>
                                 8.2.1.3.   any non-compliance with any federal,
                                            state, local, municipal, foreign,
                                            international or other
                                            administrative order, constitution,
                                            law, ordinance, statute, or treaty
                                            applicable to Purchaser in the
                                            carrying out of the transaction
                                            contemplated herein;

                                 8.2.1.4.   any Assumed Liability;

                                 8.2.1.5.   the conduct of the Business after
                                            the Closing Date.

                      8.2.2.     The obligations of indemnification by the
                                 Purchaser pursuant to Paragraph 8.2.1 of this
                                 section will be subject to the provisions of
                                 Section 8.3 and shall be the sole and exclusive
                                 remedy of the Vendor for any breach by the
                                 Purchaser of any representation or warranty of
                                 the Purchaser herein. The indemnity obligations
                                 of the Purchaser pursuant to Section 8.2.1
                                 shall include, without limitation,
                                 indemnification of the Vendor's shareholders
                                 with respect to any payments required to be
                                 made by them with respect to any Assuemd
                                 Liability, including, without limitation,
                                 payments made under any guaranties by those
                                 shareholders of the Assumed Liabilities,
                                 regardless of whether any Assumed Liability
                                 shall have been accelerated as a result of the
                                 transactions contemplated by this Agreement.

           8.3.       INDEMNIFICATION PROCEDURES.

                      8.3.1.     Upon obtaining knowledge of any claim or demand
                                 which has given rise to, or is expected to give
                                 rise to, a claim for indemnification hereunder,
                                 the party seeking indemnification
                                 ("Indemnitee") shall give written notice
                                 ("Notice of Claim") of such claim or demand to
                                 the indemnifying party ("Indemnitor").
                                 Indemnitee shall furnish to the Indemnitor in
                                 reasonable detail such information as
                                 Indemnitee may have with respect to such
                                 indemnification claim (including copies of any
                                 summons, complaint or other pleading which may
                                 have been served on it and any written claim,
                                 demand, invoice, billing or other document
                                 evidencing or asserting the same). Subject to
                                 the limitations set forth in Section 4.3
                                 hereof, no failure or delay by Indemnitee in
                                 the performance of the foregoing shall reduce
                                 or otherwise affect the obligation of
                                 Indemnitor to indemnify and hold Indemnitee
                                 harmless, except to the extent that such
                                 failure or delay shall have actually adversely
                                 affected Indemnitor's ability to defend
                                 against, settle or satisfy any Liability for
                                 which Indemnitee is entitled to indemnification
                                 hereunder.

                      8.3.2.     If the claim or demand set forth in the Notice
                                 of Claim given by Indemnitee pursuant to
                                 Section 8.3.1 hereof is a claim or demand
                                 asserted by a third party, Indemnitor shall
                                 have 15 days after the date on which Notice of
                                 Claim is given to notify Indemnitee in writing
                                 or its election to defend such third party


                                       16
<PAGE>
                                 claim or demand on behalf of the Indemnitee. If
                                 Indemnitor elects to defend such third party
                                 claim or demand, at its' own expense,
                                 Indemnitee shall make available to Indemnitor
                                 and its agents and representatives all records
                                 and other materials which are reasonably
                                 required in the defense of such third party
                                 claim or demand and shall otherwise cooperate
                                 with, and assist Indemnitor in the defense of,
                                 such third party claim or demand, and so long
                                 as Indemnitor is defending such third party
                                 claim in good faith, Indemnitee shall not pay,
                                 settle or compromise such third party claim or
                                 demand. If Indemnitor elects to defend such
                                 third party claim or demand, Indemnitee shall
                                 have the right to participate in the defense of
                                 such third party claim or demand, at
                                 Indemnitee's own expense. In the event,
                                 however, that Indemnitee reasonably determines
                                 that representation by counsel to Indemnitor of
                                 both Indemnitor and Indemnitee may present such
                                 counsel with a conflict of interest, then such
                                 Indemnitee may employ separate counsel to
                                 represent or defend it in any such action or
                                 proceeding and Indemnitor will pay the fees and
                                 disbursements of such counsel. If Indemnitor
                                 does not elect to defend such third party claim
                                 or demand or does not defend such third party
                                 claim or demand in good faith, Indemnitee shall
                                 have the right, in addition to any other right
                                 or remedy it may have hereunder, at
                                 Indemnitor's expense, to defend such third
                                 party claim or demand; provided, however, that
                                 (a) Indemnitee shall not have any obligation to
                                 participate in the defense of, or defend, any
                                 such third party claim or demand; and (b)
                                 Indemnitee's defense of or its participation in
                                 the defense of any such third party claim or
                                 demand shall not in any way diminish or lessen
                                 the obligations of Indemnitor under the
                                 agreements of indemnification set forth in this
                                 Article 8.

                      8.3.2.     Except for third party claims being defended in
                                 good faith, Indemnitor shall satisfy its
                                 obligations hereunder in respect of a valid
                                 claim for indemnification hereunder in cash
                                 within 30 days after the date on which Notice
                                 of Claim is given.

8A.1       Post Closing Covenants. Purchaser agrees to make monthly payments to
           the creditors set forth below in an amount equal to the greater of
           the amount then due and owing (whether by acceleration or otherwise)
           and the amount set forth below opposite the applicable indebtedness:


               Creditor             Indebtedness             Minimum Payment
               --------             ------------             ---------------

           Chase                Chase Revolving Credit             $3,200
                                      ($55,331)

           Citibank                    $60,000                     $1,500

           Wasco Funding Corp.        $52,281.28                   $4,500

           Leaseline                  $19,025.62                   $1,000



                                       17
<PAGE>
8A.2       Purchaser agrees to use its reasonable best efforts to refinance the
           indebtedness included in the Assumed Liabilities on commercially
           reasonable terms as promptly as practicable.


9.         GENERAL PROVISIONS

           9.1.       FURTHER ASSURANCES. Each of the Vendor and the Purchaser
                      hereby covenants and agrees that at any time and from time
                      to time after the Closing Date it will, on the request of
                      the others, do, execute, acknowledge and deliver or cause
                      to be done, executed, acknowledged and delivered all such
                      further acts, deeds, assignments, transfers, conveyances
                      and assurances as may be required for the better carrying
                      out and performance of all the terms of this Agreement.

           9.2.       NOTICES. Any demand, notice or other communications to be
                      given in connection with this Agreement shall be given in
                      writing and may be given by personal delivery or overnight
                      delivery service or by registered mail, return receipt
                      requested.

                         Notices to the Purchaser shall be addressed to:

                             E-Cruiter.com Inc
                             495 March Road, Suite 300
                             Ottawa, Ontario, Canada K2K 3G1
                             Attention: Mr. Michael Mullarkey


                               or at such other address and to the attention of
                               such other person as the Purchaser may designate
                               by written notice to the Vendor.

                         Notices to the Vendor shall be addressed to:

                             Tech-Engine, Inc.
                             352 Seventh Avenue
                             New York, New York 10001
                             Attention: Mr. Gabriel Klein

                               or at such other address and to the attention of
                               such other person as the Vendor may designate by
                               written notice to the Purchaser.

                     Any communication given by personal delivery shall be
                     conclusively deemed to have been given on the day of actual
                     delivery thereof, if given by registered mail, on the third


                                       18
<PAGE>
                     (3rd) business day following the deposit thereof in the
                     mail, and if by overnight delivery service, the next day.

           9.3.       COUNTERPARTS. This Agreement may be executed in several
                      counterparts, each of which so executed shall be deemed to
                      be an original, and such counterparts together shall
                      constitute but one and the same instrument.

           9.4.       EXPENSES OF PARTIES. Each of the parties hereto shall bear
                      all expenses incurred by it in connection with this
                      Agreement including, without limitation, the charges of
                      their respective counsel, accountants, financial advisors
                      and finders.

           9.5.       BROKERAGE AND FINDER'S FEES. The Vendor agrees to
                      indemnify the Purchaser and hold it harmless in respect of
                      any claim for brokerage or other commissions relative to
                      this Agreement or the transactions contemplated hereby
                      which is caused by actions of the Vendor. The Purchaser
                      will indemnify the Vendor and hold it harmless in respect
                      of any claim for brokerage or other commissions relative
                      to this Agreement or to the transactions contemplated
                      hereby which is caused by actions of the Purchaser.

           9.6.       ANNOUNCEMENTS. No announcement with respect to this
                      Agreement will be made by any party hereto without the
                      prior approval of the other party. The foregoing will not
                      apply to any announcement by any party required in order
                      to comply with laws pertaining to timely disclosure,
                      provided that such party consults with the other parties
                      before making any such announcement.

           9.7.       ASSIGNMENT. The rights of each party hereunder shall not
                      be assignable without the written consent of the other
                      party.

           9.8.       SUCCESSORS AND ASSIGNS. This Agreement shall be binding on
                      and enure to the benefit of the parties hereto and their
                      respective successors and permitted assigns. Nothing
                      herein, express or implied, is intended to confer on any
                      person, other than the parties hereto, the shareholders of
                      the Vendor and their respective successors and assigns,
                      any rights, remedies, obligations or liabilities under or
                      by reason of this Agreement.

           9.9.       ENTIRE AGREEMENT. This Agreement and the Schedules
                      referred to herein constitute the entire agreement between
                      the parties hereto and supersede all prior agreements,
                      representations, warranties, statements, promises,
                      information, arrangements and understandings, whether oral
                      or written, express or implied, with respect to the
                      subject-matter. None of the parties hereto shall be bound
                      or charged with any oral or written agreements,
                      representations, warranties, statements, promises,
                      information, arrangements or understandings not


                                       19
<PAGE>
                      specifically set forth in this Agreement or in the
                      Schedules, documents and instruments to be delivered on or
                      before the Closing Date pursuant to this Agreement. The
                      parties hereto further acknowledge and agree that, in
                      entering into this Agreement and in delivering the
                      Schedules, documents and instruments to be delivered on or
                      before the Closing Date, they have not in any way relied,
                      and will not in any way rely, on any oral or written
                      agreements, representations, warranties, statements,
                      promises, information, arrangements or understandings,
                      express or implied, not specifically set forth in this
                      Agreement or in such Schedules, documents or instruments.

           9.10.      WAIVER. Any party hereto which is entitled to the benefits
                      of this Agreement may, and has the right to, waive any
                      term or condition at any time on or prior to the Closing
                      Time; provided, however, that such waiver shall be
                      evidenced by written instrument duly executed on behalf of
                      such party.

           9.11.      AMENDMENTS. No modification or amendment to this Agreement
                      may be made unless agreed to by the parties hereto in
                      writing.

           IN WITNESS WHEREOF the parties hereto have duly executed this
Agreement under seal as of the day and year first above written.



                                     PAULA ALLEN HOLDINGS, INC.

                                     by:  /s/ Michael Mullarkey
                                          ------------------------------------
                                     Name: Michael Mullarkey
                                     Title: Chief Executive Officer



                                     TECH-ENGINE INC.

                                     by:  /s/ Gabriel Klein
                                          ------------------------------------
                                     Name: Gabriel Klein
                                     Title: President


                                       20
<PAGE>
                                    GUARANTY

           The undersigned, severally and not jointly, hereby guarantee the
prompt and full performance by the Vendor of its obligations pursuant to Section
8.1.1; provided, however, that the aggregate liability of the undersigned
pursuant to this guaranty shall not exceed $15,000 per individual.

           IN WITNESS WHEREOF, the undersigned have executed this Guaranty as of
the 24th day of September, 2001.



                                             /s/ Gabriel Klein
                                             ---------------------------------
                                             Gabriel Klein



                                             /s/ Matthew Sitelman
                                             ---------------------------------
                                             Matthew Sitelman









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