Exhibit 3.1

                                VOTING AGREEMENT


           THIS AGREEMENT is made as of the 24 day of  July, 2001


BETWEEN:       MICHAEL MULLARKEY
               of the City of Lake Forest, Illinois

               (hereinafter referred to as "Mullarkey")

AND:           JOHN GERARD STANTON
               of the City of Ottawa, Province of Ontario

               (hereinafter referred to as "Stanton")

AND:           PAUL CHAMPAGNE
               of the City of Ottawa, Province of Ontario

               (hereinafter referred to as "Champagne")

               (collectively Mullarkey, Stanton and Champagne shall
                be referred to as the "Shareholders")

WHEREAS:

A.         The Shareholders are the registered and beneficial owners of
           7,064,352 of the issued and outstanding common shares of
           E-Cruiter.com.Inc. (the "Corporation") (the "Shares"). Individually,
           Mullarkey is the registered and beneficial owner of 3,500,000 Shares,
           Stanton is the registered and beneficial owner of 1,171,431 Shares,
           and Champagne is the registered and beneficial owner of 2,392,921
           Shares.

B.         The Shareholders wish to enter into this Agreement whereby, in
           exercising their respective voting rights, the Shares shall be voted
           in accordance with the terms and conditions set forth herein.


           NOW THEREFORE in consideration of the premises and the mutual
covenants herein contained, and other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged by each of the parties),
the parties hereto covenant and agree as follows:


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1.         RECITALS

           1.1 The parties hereto hereby acknowledge and confirm that the
           statements contained in the foregoing recitals are true as of the
           date of this Agreement.

2.         APPROVAL OF CERTAIN MATTERS

           2.1 In exercising any voting rights to which any of the Shareholders
           may be entitled by virtue of ownership of the Shares, each
           Shareholder will consult and confer with the others and the
           Shareholders will act jointly, as the majority of them shall decide,
           in exercising such voting rights with respect to any matter where the
           Corporation may:

           2.1.1      assume, incur, guarantee or have outstanding any
                      indebtedness in any amount in excess of $250,000 Dollars
                      in any one calendar year;

           2.1.2      directly or indirectly make loans or advances to invest in
                      or give security for or guarantee the debts of any other
                      corporation or person;

           2.1.3      purchase or lease any capital asset for a sum in excess of
                      $250,000 Dollars in any one calendar year;

           2.1.4      sell, assign, transfer, mortgage, pledge, hypothecate,
                      encumber or otherwise dispose of any of the assets of the
                      Corporation out of the ordinary course of business;

           2.1.5      undergo any fundamental corporate changes, including,
                      without limitation, any amalgamation, arrangement,
                      continuation, reorganization, liquidation, dissolution or
                      winding-up;

           2.1.6      pay any dividend on any of its outstanding Shares;

           2.1.7      issue, or enter into any agreement to issue, or grant any
                      right capable of becoming an agreement to issue, any
                      additional Shares;


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           2.1.8      change the nature of the business currently carried on by
                      the Corporation in any material way;

           2.1.9      amend its articles or enact or amend any bylaw or special
                      resolution;

           2.1.10     redeem or purchase for cancellation any of its Shares from
                      time to time outstanding;

           2.1.11     change the number of the directors of the Corporation;

           2.1.12     make any loans to officers or directors;

           2.1.13     enter into any partnership or any agreement for the
                      sharing of profits or any joint venture with any other
                      person, firm or corporation;

           2.1.14     hold, subscribe for or agree to purchase or acquire shares
                      in the capital stock of any other corporation;

           2.1.15     enter into any action or transaction not in the ordinary
                      course of the business of the Corporation; or

           2.1.16     change the fiscal period of the Corporation.

3.         FUTURE SHARES

           3.1 This Agreement shall relate to the Shares of the Corporation now
           owned by each of the Shareholders, as set forth in the recital to
           this Agreement and to such additional Shares of the Corporation as
           may hereafter be acquired by any one or more of them.

4.         CURRENCY

           4.1 All sums of money referred to in this Agreement are expressed in
           Canadian Dollars unless otherwise stated.


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5.         WAIVERS

           5.1 No amendment, waiver or termination of this Agreement will be
           binding unless executed in writing by the parties to be bound hereby.
           No waiver of any provision of this Agreement will be deemed or will
           constitute a waiver of any other provision, nor will any such waiver
           constitute a continuing waiver unless expressly provided.


6.         FURTHER ASSURANCES

           6.1 The parties hereto shall do all further acts and things and
           execute all further documents reasonably required in the
           circumstances to effect the provisions and intent of this Agreement.

7.         AMENDMENT OF AGREEMENT

           7.1 This Agreement may be altered, amended or annulled at any time by
           the mutual consent in writing of all of the parties hereto.

8.         AGREEMENT NOT ASSIGNABLE

           8.1 This Agreement may not be assigned, either in whole or in part,
           by any of the parties hereto.

9.         GOVERNING LAW

           9.1 This Agreement shall be governed by and construed in accordance
           with the laws of the Province of Ontario and the laws of Canada
           applicable therein.

10.        HEADINGS

           10.1 The headings appearing throughout this Agreement shall not form
           part of this Agreement and are provided for convenience of reference
           only and will not affect the construction or interpretation hereof.



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11.        SEVERABILITY

           11.1 The invalidity or unenforceability of any provision of this
           Agreement will not affect the validity or enforceability of any other
           provision hereof and any such invalid or unenforceable provision will
           be deemed to be severable.

12.        COUNTERPARTS

           12.1 This Agreement may be executed by the parties in separate
           counterparts, each of which when so executed and delivered shall be
           an original, but all such counterparts shall together constitute one
           and the same instrument.

13.        AGREEMENT BINDING

           13.1 This Agreement shall enure to the benefit of and be binding upon
           the parties hereto and their respective personal representatives,
           executors, administrators, heirs, successors and assigns.

14.        TERMINATION

           14.1 This Agreement shall terminate on the earliest of the following
           dates:

           14.1.1     At any time upon agreement in writing of all of the
                      parties hereto; or

           14.1.2     When a Shareholder no longer owns any Shares in the
                      capital of the Corporation; or

           14.1.3     Two years from the date hereof.



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           IN WITNESS WHEREOF this Agreement has been executed by the parties
hereto as of the date first set forth above.

           SIGNED, SEALED AND DELIVERED


/s/ Tammie Brown                                 /s/ Michael Mullarkey
---------------------------                      ------------------------------
WITNESS - TAMMIE BROWN                           MICHAEL MULLARKEY


/s/ Tammie Brown                                 /s/ John Gerard Stanton
---------------------------                      ------------------------------
WITNESS- TAMMIE BROWN                            JOHN GERARD STANTON


/s/ Tammie Brown                                 /s/ Paul Champagne
---------------------------                      ------------------------------
WITNESS- TAMMIE BROWN                            PAUL CHAMPAGNE






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