No. INCORPORATED UNDER THE CANADA BUSINESS CORPORATIONS ACT Shares - -------------------------------------------------------------------------------- E-CRUITER.COM INC. - -------------------------------------------------------------------------------- This is to Certify that is the registered holder of shares of E-CRUITER.COM INC. The class or series of shares represented by this Certificate has rights, privileges, restrictions or conditions attached thereto and the Corporation will furnish to the holder, on demand and without charge, a full copy of the text of, (i) the rights, privileges, restrictions and conditions attached to the said shares and to each class authorized to be issued and to each series insofar as the same have been fixed by the directors, and (ii) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series, if applicable. IN WITNESS WHEREOF the Corporation has caused this Certificate to be signed by its duly authorized officers this day of , . NO PAR VALUE ================================================================================ CERTIFICATE FOR shares of E-CRUITER.COM INC. ISSUED TO Date ================================================================================ FOR VALUE RECEIVED, the undersigned hereby assigns and transfers unto_____________________________________________________________________ __________________________________________________________________ shares represented by the within Certificate. DATED ________________________ ________________________________ In the presence of ________________________ NOTICE: the signature of this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement or any change whatever.