EMPLOYMENT AGREEMENT entered into in Montreal (Quebec) as of April 30, 1999 by

between:                   RECRUSOFT INC., a company incorporated under the laws
                           of the province of Quebec, having its head office at
                           390, St-Vallier East, Suite 401, Quebec (Quebec) G1K
                           3P6, represented hereunder by Mr. Louis Tetu, its
                           representative, duly authorized as he so declares ;

                           (" Recrusoft ")

and:                       MARTIN OUELLET, domiciled and residing at 181-B, des
                           Franciscains, Quebec (Quebec) G1R 1H9 ;

                           (the " Employee ")


1.1      The Employee will serve in the position of President of Recrusoft. The
         Employee will assume and discharge such responsibilities as are
         commensurate with such position and as the Board of Directors of
         Recrusoft may direct. During the term of his employment, the Employee
         shall devote his full time, skill and attention to his duties and
         responsibilities, shall perform them faithfully, diligently and
         competently and shall use his best efforts to further the business of
         Recrusoft. In addition, the Employee shall comply with and be bound by
         the operating policies, procedures and practices of Recrusoft, in
         effect from time to time during his employment.


2.1      The Employee agrees that his employment with Recrusoft is for an
         unspecified duration that constitutes at-will employment, and that
         either the Employee or Recrusoft can terminate this relationship at any
         time, with or without cause. However, in the event of any involuntary
         termination of the employment of the Employee employment other than for
         cause (as defined herein), the Employee shall be entitled to the
         severance compensation set forth in section 7 hereof.


3.1      In consideration of the Employee's services, effective April 30, 1999,
         the Employee will be paid a base salary of one hundred thousand
         dollars, in

Employment Agreement - Martin Ouellet                                     Page 1


         Canadian Funds, (CDN$100,000) per year, payable twice-monthly in
         accordance with Recrusoft's standard payroll practices. As with other
         managers of Recrusoft, the Employee's base salary will be reviewed
         annually by the Board of Directors of Recrusoft, as appropriate.


4.1      The Employee will be entitled to receive the standard employee benefits
         made available by Recrusoft to its employees and managers to the full
         extent of his eligibility therefore. The Employee shall be entitled to
         three (3) weeks of paid vacation per year (which shall be consistent
         with Recrusoft's vacation policy, if any, and with a maximum of six (6)
         weeks to carry over to the next year). During his employment, the
         Employee shall be permitted, to the extent eligible, to participate in
         any group medical, dental, life insurance and disability insurance
         plans, or similar benefit plan of Recrusoft that is available to other
         comparable employees. Participation in any such plan shall be
         consistent with the Employee's rate of compensation to the extent that
         compensation is a determinative factor with respect to coverage under
         any such plan.

4.2      Recrusoft shall reimburse the Employee for all reasonable business
         expenses actually incurred or paid by the Employee in the performance
         of his services on behalf of Recrusoft, in accordance with Recrusoft's
         expense reimbursement policy, if any, as from time to time in effect.


5.1      The Employee agrees that his employment is contingent upon his
         execution and delivery to Recrusoft of the Non-Competition,
         Confidentiality and Invention Assignment Agreement attached hereto as
         Schedule A.


6.1      The Employee agrees that, during the term of his employment with
         Recrusoft, he will not engage in any other employment, occupation,
         consulting or other business activity related to the business in which
         Recrusoft is now involved or becomes involved during the term of his
         employment, nor will he engage in any other activities that conflict
         with his obligations to Recrusoft.


7.1      In the event that the Employee employment with Recrusoft is
         involuntarily terminated other than "for cause" (as defined herein),
         the Employee shall be entitled to a severance payment equal to six (6)
         months of the Employee's then current base salary as set forth in
         section 3 herein, such amount to be payable in

Employment Agreement - Martin Ouellet                                     Page 2


         equal monthly instalments, plus continued participation in Recrusoft's
         group medical, dental and life insurance coverage, if any, for six (6)

7.2      For purposes of the foregoing, termination "for cause" shall mean (i)
         the wilful failure by the Employee substantially to perform his
         material duties after a written demand for substantial performance is
         delivered to the Employee by the Board of Directors of Recrusoft which
         specifically identifies the manner in which Recrusoft believes that the
         Employee has not substantially performed his duties and the Employee
         fails to rectify the deficiency within a sixty (60) day period, (ii)
         the failure (in any material respect) by the Employee to follow
         reasonable policies or directives established by the Board of Directors
         of Recrusoft after written notice to the Employee by the Board of
         Directors of Recrusoft that the Employee is not following such policies
         or directives and the Employee fails to rectify the deficiency within a
         sixty (60) day period, (iii) conduct that is materially detrimental to
         Recrusoft and the Employee fails to rectify such deficiency within a
         sixty (60) days of having received written notice from Recrusoft
         regarding the same, (iv) the conviction of the Employee of any crime
         involving the property or business of Recrusoft or (v) the
         non-compliance by the Employee with his non-competition obligations
         under the Agreement referred to in section 5 above.

7.3      If the Employee employment is terminated for cause or if the Employee
         resigns his employment voluntarily, no compensation or other payments
         will be paid or provided to the Employee for any period following the
         date when such a termination of employment is effective and any rights
         the Employee may have under any benefit plans of Recrusoft shall be
         determined under the provisions of those plans. If the employment of
         the Employee terminates as a result of his death or disability, no
         compensation or payments will be made to the Employee other than those
         to which the Employee is otherwise entitled under applicable benefit
         plans, if any, of Recrusoft.


8.1      This Agreement will be governed by the laws of the Province of Quebec,
         Canada, applicable to Agreements made and to be performed entirely
         within such province.

8.2      This Agreement sets forth the entire Agreement and understanding
         between Recrusoft and the Employee relating to his employment and
         supersedes all prior verbal discussions between them. Any subsequent
         change or changes in the Employee duties, salary or compensation will
         not affect the validity or scope of this Agreement.

8.3      If one or more of the provisions in this Agreement are deemed void by
         law, then the remaining provisions will continue in full force and

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8.4      This Agreement will be binding upon the Employee's heirs, executors,
         administrators and other legal representatives and will be for the
         benefit of Recrusoft and its successors and assigns.

8.5      The Employee warrants that there is no Agreement between him and any
         other party that would conflict with his obligations under this
         Agreement or otherwise as an employee of Recrusoft.

8.6      The parties hereby acknowledge that it is their express desire that
         this Agreement be prepared in the English language; les parties
         reconnaissent qu'il est de leur volonte expresse que la presente
         convention soit redigee en langue anglaise.

         IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement at the place and as of the date first written above.

                                            RECRUSOFT INC.

                                            by: /s/ Louis Tetu

                                            /s/ Martin Ouellet
                                            MARTIN OUELLET

Employment Agreement - Martin Ouellet                                     Page 4

Source: OneCLE Business Contracts.