EXHIBIT 2.2
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SC STORMONT CORPORATION (`STORMONT')
Whereas SC Stormount Corporation (Stormont) and E-Cruiter.com (E-Cruiter) wish
to enter into an agreement for the provision of financial and business advisory
services by Stormont to E-Cruiter, the following terms and conditions shall
apply:
TERM: Commencing March 1, 2000 , open-ended, termination on
30 days notice. On issuance of a notice of
cancellation by E-Cruiter, E-Cruiter will be
responsible for paying retainer fees for the month in
which notice is given and for one full month
following the month in which notice is given. On
issuance of a notice of cancellation by Stormont,
Stormont will continue to provide services for the
current month, and will be paid the monthly retainer
fee for that month, but no further fees will be paid
by E-Cruiter.
FEES: a) a monthly retainer fee of $28,333, plus all
applicable taxes, due on the first of each
month for the months of March, April and May
of 2000, thereafter a monthly retainer fee
of $15,000, plus all applicable taxes due on
the first of each month.
b) transaction fees, on successful completion
of a Transaction (as defined below) based on
the Capital Value (as defined below) of such
transaction.
TRANSACTIONS: Transactions on which fees are entitled to be
received by Stormont are restricted to those
transactions identified as such between the parties
in advance of closing.
CAPITAL TRANSACTIONS are transactions which involve
a) the issue of shares or other securities,
including debt, of E-Cruiter, for cash
Transaction fee:2% of cash generated
b) the purchase of shares in another company by
E-Cruiter, with payment by cash or
securities of E-Cruiter
Transaction fee:1% of cash or cash paid
2% of debt issued *
2% of share value issued
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c) the purchase by E-Cruiter of all or
substantially all of the assets of another
company, or the assets of a business unit or
division of another company, with payment by
cash or securities of E-Cruiter
Transaction fee:1% of cash paid
2% of debt issued *
2% of share value issued
d) the purchase of E-Cruiter by a third party
Transaction fee:2% of cash received
1% of debt received *
1% of share value received
* In each case, if debt issued or received carries an
effective interest rate of less than 90 day bankers
acceptance as issued by CIBC, plus 4%, the face value
of the debt, for the purposes of calculation of
Transaction Fees, shall be adjusted to reflect an
equivalent amount of debt using an interest rate
equal to 90 day bankers acceptance as issued by CIBC,
plus 4%.
MAJOR RELATIONSHIP TRANSACTIONS involve the conclusion of
partnering or other agreements (excluding merger/acquisition
agreements) between E-Cruiter and a third party pursuant to
which the parties agree to work cooperatively in offering a
combined product offering for sale to their respective
marketplaces.
Transaction fees for major relationship transactions
shall be calculated as 1% of the amount, if any, by
which the average market capitalization of E-Cruiter
following the public announcement, calculated by
summing the market capitalization on the 25th, 26th,
27th, 28th and 29th trading days and dividing be 5 of
such transaction exceeds 115% of its market
capitalization immediately preceding the announcement
date calculated by summing the market capitalization
for the 5 trading days immediately preceeding the
announcement and dividing by 5.
The amount of such fee may be paid at the election of
E-Cruiter by issue of treasury shares at the price on
which the amount of the fee was based. If shares are
issues as payment, E-Cruiter shall register each
share within 120 days of such issue.
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TERMINATION: In the event of termination by E-Cruiter, Stormont
shall be paid Transaction Fees on account of any
Transaction subsequently completed by E-Cruiter
within 6 months of notice of such termination.
ACCEPTED:
(signed)
Per: Robert C. McInnis
President, SC Stormont Corporation
Signed on March 6, 2000
ACCEPTED
(signed)
Per: Gerry Stanton
President, E-Cruiter.com
Signed on February 25, 2000
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