Exhibit 4.3

                            ASSET PURCHASE AGREEMENT

THIS AGREEMENT made as of the 2nd day of July, 2001

BETWEEN:
             E-CRUITER.COM INC.,
             a corporation incorporated under the laws of Canada

             (hereinafter referred to as the "Purchaser")

AND:
             GONYEA CAREER MARKETING INC.,
             a corporation incorporated under the laws of the State of Florida

             (hereinafter referred to as the "Vendor")

WHEREAS:

A.         The Vendor carries on the business of resume distribution services
           the ("Business");

B.         The Vendor wishes to sell and assign to the Purchaser, and the
           Purchaser wishes to purchase and assume from Vendor certain of the
           assets of such 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 Ontario, Canada.


<PAGE>
           1.4.       TIME OF ESSENCE. Time shall be of the essence.

2.         PURCHASE AND SALE

           2.1.       PURCHASED ASSETS. On the terms and subject to the
                      fulfilment 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 * day of * , 2001 (the "Closing Date"),
                      assets, rights and interests of the Vendor listed in
                      Schedule 2.1, as attached hereto (the "Purchased Assets").

           2.2.       EXCLUDED LIABILITIES AND INDEMNITY. The Purchaser will not
                      assume and will not be liable for, and the Vendor will
                      indemnify the Purchaser from and against, 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. The price payable by the Purchaser to the
                      Vendor for the Purchased Assets will be the sum of
                      $168,000.

           2.4.       PAYMENT OF PURCHASE PRICE AND HOLD BACK. Purchaser and
                      Vendor mutually agree that the Purchase Price, less the
                      Hold Back Funds (as herein described) will be paid and
                      satisfied at the Closing Time by certified check or bank
                      draft. Of the Purchase Price, $108,000.00 shall be
                      retained by the Purchaser (the "Hold Back Funds"). The
                      Purchaser shall pay $9,000.00 of the Hold Back Funds each
                      month for a period of twelve (12) months from the Closing
                      Time. Any claims for indemnification arising out of this
                      Agreement made by the Purchaser which are not settled by
                      the Vendor or the Shareholders may be paid out of the Hold
                      Back Funds.

           2.5.       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.

           2.6.       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.


                                       2
<PAGE>
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. 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 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. The
                                 Vendor is not under any obligation, contractual
                                 or otherwise, to request or obtain the consent
                                 of any person, and 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.

                      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
                                            licences, registrations and
                                            qualifications in each jurisdiction
                                            in which,

                                       3
<PAGE>
                                 (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 licences, 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 licences,
                                 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 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 constating documents of the
                                 Vendor,

                      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 including,
                                 or

                      3.1.4.3.   any term or provision of any licences or any
                                 order of any court, governmental authority or
                                 regulatory body or any law or regulation of any
                                 jurisdiction in which the Business is carried
                                 on.

                      3.1.4.4.   Absence of Undisclosed 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


                                       4
<PAGE>
                      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. There are no grounds
                      on which any such action, suit or proceeding might be
                      commenced with any reasonable likelihood of success.

           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, labour, 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 which is
                      in contravention of any statute, regulation, rule, code,
                      standard or policy.

           3.1.8.     Intellectual Property.

                      3.1.8.1.   Schedule 3.1.8 attached hereto lists and
                                 contains a complete description of:

                                 (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;
                                            and

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


                                       5
<PAGE>
                                 (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 Encumbrances, except in the case of
                                 any Intellectual Property licensed to the
                                 Vendor. 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 and has not granted any licence or
                                 other rights to any other person in respect of
                                 the Intellectual Property. Complete and correct
                                 copies of all agreements whereby any rights in
                                 any of the Intellectual 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.   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.   The use of the Purchased Assets and the use of
                                 the Intellectual Property does not infringe,
                                 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, and the
                                 use of the Purchased Assets does not include
                                 any activity which may constitute passing off.

           3.1.9.     Partnerships or Joint Ventures. 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


                                       6
<PAGE>
                      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. The Vendor has no knowledge of any
                      facts that could reasonably be expected to result in the
                      loss of any customers or sources of revenue of the
                      Purchased Assets that, in the aggregate, would be material
                      to the condition of the Purchased Assets.

           3.1.11.    Licences, Agency and Distributorship Agreements. 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 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 executory agreement, contract
                      or commitment, whether written or oral, relating to the
                      Purchased Assets, except for any contract or agreement
                      described or referred to in this Agreement or in the
                      Schedules hereto.

           3.1.13.    Good Standing of Agreements. The Vendor is not in default
                      or breach 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,
                      the Vendor is entitled to all benefits thereunder 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


                                       7
<PAGE>
                      their obligations thereunder. 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 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, and no statement contained in any
                      Schedule, certificate, list, summary or other disclosure
                      document provided or to be provided to the Purchaser
                      pursuant hereto, or in connection with the transactions
                      contemplated hereby, 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:

           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,
                      licences, certifications, authorizations or approvals of,


                                       8
<PAGE>
                      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 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 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 licences,
                                 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.

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, notwithstanding
                      such closing or any investigation made by or on behalf of
                      the Purchaser or any other person or any knowledge of the
                      Purchaser or any other person, shall continue in full
                      force and effect for the benefit of the Purchaser,
                      provided that no Warranty Claim ("Warranty Claim" means a
                      claim 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


                                       9
<PAGE>
                      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 damages 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 Purchaser
                                 will be limited to the Purchase Price.

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
                                 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


                                       10
<PAGE>
                                 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 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.

                      5.1.2.     such investigations and inspections shall not
                                 mitigate or affect the representations and
                                 warranties of the Vendor hereunder, which shall
                                 continue in full force and effect.

                      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 or 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 registrable and
                                 acceptable to the Purchaser.

           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,


                                       11
<PAGE>
                                 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,
                                 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 fulfilment of the following
                      conditions by the Vendor at or prior to the Closing Date.

                      6.1.1.     Accuracy of Representations and Warranties and
                                 Performance of Covenants. The representations
                                 and warranties of the Vendor contained in this
                                 Agreement or in any documents delivered in
                                 order to carry out the transactions
                                 contemplated hereby shall be true and accurate
                                 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


                                       12
<PAGE>
                                 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, 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
                                 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. On and at any time after
                                 the Closing Date, the Vendor shall furnish the
                                 Purchaser at no additional charge 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.       WAIVER OR TERMINATION BY PURCHASER. The conditions
                      contained in Section 6.1 are inserted for the exclusive
                      benefit of the Purchaser and may be waived in whole or in
                      part by the Purchaser at any time. The Vendor acknowledges
                      that the waiver by the Purchaser of any condition or any
                      part of any condition shall constitute a waiver only of
                      such condition or such part of such condition, as the case
                      may be, and shall not constitute a waiver of any covenant,
                      agreement, representation or warranty made by the Vendor


                                       13
<PAGE>
                      herein that corresponds or is related to such condition or
                      such part of such condition, as the case may be. If any of
                      the conditions contained in Section 6.1 are not fulfilled
                      or complied with as herein provided, the Purchaser may, at
                      or prior to the Closing Date at its option, rescind this
                      Agreement by notice in writing to the Vendor and in such
                      event the Purchaser shall be released from all obligations
                      hereunder and, unless the condition or conditions which
                      have not been fulfilled are reasonably capable of being
                      fulfilled or caused to be fulfilled by the Vendor, then
                      the Vendor shall also be released from all obligations
                      hereunder.

           6.3.       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 fulfilment of the following
                      conditions at or prior to the Closing Date, and the
                      Purchaser will use its best efforts to ensure that such
                      conditions are fulfilled.

                      6.3.1.     Accuracy of Representations and Warranties and
                                 Performance of Covenants. The representations
                                 and warranties of the Purchaser contained in
                                 this Agreement or in any documents delivered in
                                 order to carry out the transactions
                                 contemplated hereby will be true and accurate
                                 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.

                      6.3.2.     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.

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


                                       14
<PAGE>
                                 and agreements binding upon the parties hereto
                                 shall have been obtained.

           6.4.       WAIVER OR TERMINATION BY VENDOR. The conditions contained
                      in Section 6.3 are inserted for the exclusive benefit of
                      the Vendor and may be waived in whole or in part by the
                      Vendor at any time. The Purchaser acknowledges that the
                      waiver by the Vendor of any condition or any part of any
                      condition shall constitute a waiver only of such condition
                      or such part of such condition, as the case may be, and
                      shall not constitute a waiver of any covenant, agreement,
                      representation or warranty made by the Purchaser herein
                      that corresponds or is related to such condition or such
                      part of such condition, as the case may be. If any of the
                      conditions contained in Section 6.3 are not fulfilled or
                      complied with as herein provided, the Vendor may, at or
                      prior to the Closing Date at their option, rescind this
                      Agreement by notice in writing to the Purchaser and in
                      such event the Vendor shall each be released from all
                      obligations hereunder, unless the condition or conditions
                      which have not been fulfilled are reasonably capable of
                      being fulfilled or caused to be fulfilled by the
                      Purchaser, then the Purchaser shall also be released from
                      all obligations hereunder.

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 harmless from and against any
                                 claims, demands, actions, causes of action,
                                 damage, loss, deficiency, cost, liability and
                                 expense which may be made or brought against
                                 the Purchaser or which the Purchaser may suffer


                                       15
<PAGE>
                                 or incur as a result of, in respect of or
                                 arising out of:

                                 8.1.1.1.   any non-performance or
                                            non-fulfilment of any covenant or
                                            agreement on the part of the Vendor
                                            contained in this Agreement or in
                                            any document given in order to carry
                                            out the transactions contemplated
                                            hereby;

                                 8.1.1.2.   any misrepresentation, inaccuracy,
                                            incorrectness or breach of any
                                            representation or warranty made by
                                            the Vendor contained in this
                                            Agreement or contained in any
                                            document or certificate given in
                                            order to carry out the transactions
                                            contemplated hereby;

                                 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 which is not specifically
                                            assumed by Purchaser pursuant to
                                            this Agreement;

                                 8.1.1.5.   except relates to liabilities
                                            expressed assumed herein, 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;
                                            and

                                 8.1.1.6.   all costs and expenses including,
                                            without limitation, attorney's fees,
                                            incidental to, arising from or in
                                            respect of the foregoing.

                      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
                                            8.2.


                                       16
<PAGE>
           8.2.       PROVISIONS RELATING TO INDEMNITY CLAIMS. The following
                      provisions will apply to any claim by the Purchaser for
                      indemnification by the Vendor pursuant to Section 8.1 (an
                      "Indemnity Claim").

                      8.2.1.     Promptly after becoming aware of any matter
                                 that may give rise to an Indemnity Claim, the
                                 Purchaser will provide to the Vendor written
                                 notice of the Indemnity Claim specifying (to
                                 the extent that information is available) the
                                 factual basis for the Indemnity Claim and the
                                 amount of the Indemnity Claim or, if an amount
                                 is not then determinable, an estimate of the
                                 amount of the Indemnity Claim, if an estimate
                                 is feasible in the circumstances.

                      8.2.2.     If an Indemnity Claim relates to an alleged
                                 liability to any other person (a "Third Party
                                 Liability"), including without limitation any
                                 governmental or regulatory body or any taxing
                                 authority, which is of a nature such that the
                                 Purchaser is required by applicable law to make
                                 a payment to a third party before the relevant
                                 procedure for challenging the existence or
                                 quantum of the alleged liability can be
                                 implemented or completed, then the Purchaser
                                 may, notwithstanding the provisions of sections
                                 8.2.3. and 8.2.4 of this section, make such
                                 payment and forthwith demand reimbursement for
                                 such payment from the Vendor in accordance with
                                 this Agreement; provided that, if the alleged
                                 Third Party Liability as finally determined on
                                 completion of settlement negotiations or
                                 related legal proceedings is less than the
                                 amount which is paid by the Vendor in respect
                                 of the related Indemnity Claim, then the
                                 Purchaser shall forthwith following the final
                                 determination pay to the Vendor the amount by
                                 which the amount of the Third Party Liability
                                 as finally determined is less than the amount
                                 which is so paid by the Vendor.

                      8.2.3.     The Purchaser shall not negotiate, settle,
                                 compromise or pay (except in the case of
                                 payment of a judgement) any Third Party
                                 Liability as to which it proposes to assert an
                                 Indemnity Claim, except with the prior consent
                                 of the Vendor (which consent shall not be
                                 unreasonably withheld or delayed), unless there
                                 is a reasonable possibility that such Third
                                 Party Liability may materially and adversely
                                 affect the condition of the Purchased Assets or
                                 the Purchaser, in which case the Purchaser
                                 shall have the right, after notifying the
                                 Vendor, to negotiate, settle, compromise or pay
                                 such Third Party Liability without prejudice to
                                 its rights of indemnification hereunder. The
                                 Purchaser shall notify the Vendor within one
                                 (1) week of any third party claims being
                                 asserted.


                                       17
<PAGE>
                      8.2.4.     With respect to any Third Party Liability,
                                 provided the Vendor first admit the Purchaser's
                                 right to indemnification for the amount of such
                                 Third Party Liability which may at any time be
                                 determined or settled, then, in any legal,
                                 administrative or other proceedings in
                                 connection with the matters forming the basis
                                 of the Third Party Liability, the following
                                 procedures will apply:

                                 8.2.4.1.   except as contemplated by
                                            subparagraph 8.2.4.3 of this
                                            section, the Vendor will have the
                                            right to assume carriage of the
                                            compromise or settlement of the
                                            Third Party Liability and the
                                            conduct of any related legal,
                                            administrative or other proceedings,
                                            but the Purchaser shall have the
                                            right and shall be given the
                                            opportunity to participate in the
                                            defence of the Third Party
                                            Liability, to consult with the
                                            Vendor in the settlement of the
                                            Third Party Liability and the
                                            conduct of related legal,
                                            administrative and other proceedings
                                            (including consultation with
                                            counsel) and to disagree on
                                            reasonable grounds with the
                                            selection and retention of counsel,
                                            in which case counsel satisfactory
                                            to the Vendor and the Purchaser
                                            shall be retained by the Vendor;

                                 8.2.4.2.   the Vendor will co-operate with the
                                            Purchaser in relation to the Third
                                            Party Liability, will keep it fully
                                            advised with respect thereto, will
                                            provide it with copies of all
                                            relevant documentation as it becomes
                                            available, will provide it with
                                            access to all records and files
                                            relating to the defence of the Third
                                            Party Liability and will meet with
                                            representatives of the Purchaser at
                                            all reasonable times to discuss the
                                            Third Party Liability; and

                                 8.2.4.3.   notwithstanding subparagraphs
                                            8.2.4.1 and 8.2.4.2 of this
                                            paragraph, the Vendor will not
                                            settle the Third Party Liability or
                                            conduct any legal, administrative or
                                            other proceedings in any manner
                                            which could, in the reasonable
                                            opinion of the Purchaser, have a
                                            material adverse affect on the
                                            Condition of the Business or the
                                            Purchaser, except with the prior
                                            written consent of the Purchaser.

                      8.2.5.     If, with respect to any Third Party Liability,
                                 the Vendor does not admit the Purchaser's right
                                 to indemnification or decline to assume
                                 carriage of the settlement or of any legal,


                                       18
<PAGE>
                                 administrative or other proceedings relating to
                                 the Third Party Liability, then the following
                                 provisions will apply:

                                 8.2.5.1.   the Purchaser, at its discretion,
                                            may assume carriage of the
                                            settlement or of any legal,
                                            administrative or other proceedings
                                            relating to the Third Party
                                            Liability and may defend or settle
                                            the Third Party Liability on such
                                            terms as the Purchaser, acting in
                                            good faith, considers advisable; and

                                 8.2.5.2.   any cost, lost, damage or expense
                                            incurred or suffered by the
                                            Purchaser in the settlement or
                                            defence of such Third Party
                                            Liability or the conduct of any
                                            legal, administrative or other
                                            proceedings shall be added to the
                                            amount of the Indemnity Claim.

                      8.2.6.     RIGHT OF SET-OFF. The Purchaser shall have the
                                 right to satisfy any amount from time to time
                                 owing by it to the Vendor by way of set-off
                                 against any amount from time to time owing by
                                 the Vendor to the Purchaser, including any
                                 amount owing to the Purchaser pursuant to the
                                 Vendor's indemnification pursuant to Section
                                 8.1.

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 by
                      registered mail addressed to the recipient at the
                      recipient's last known address or such other address or
                      individual as may be designated by notice by any party to
                      the other. Any communication given by personal delivery
                      shall be conclusively deemed to have been given on the day
                      of actual delivery thereof and, if given by registered
                      mail, on the third (3rd) business day following the
                      deposit thereof in the mail. If the party giving any
                      communication knows or ought reasonably to know of any
                      difficulties with the postal system which might affect the
                      delivery of mail, any such communication shall not be
                      mailed but shall be given by personal delivery.

           9.3.       COUNTERPARTS. This Agreement may be executed in several
                      counterparts, each of which so executed shall be deemed to


                                       19
<PAGE>
                      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 Purchaser. 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 the Vendor hereunder shall not
                      be assignable without the written consent of the
                      Purchaser.

           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 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
                      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,


                                       20
<PAGE>
                      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.


                                       E-CRUITER.COM INC.

                                       by: /s/ Michael Mullarkey
                                           -----------------------------------
                                           Michael Mullarkey



                                       GONYEA CAREER MARKETING INC.

                                       by: /s/ Wayne Gonyea
                                           -----------------------------------
                                           Wayne Gonyea





                                       21