<PAGE>

                                                                     EXHIBIT 4.4
                                 CANADA BUSINESS
                                CORPORATIONS ACT

                                     FORM 4

                              ARTICLES OF AMENDMENT
                               (SECTION 27 OR 177)
<TABLE>
<CAPTION>
<S>                                                                                     <C>
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1 -      Name of the Corporation                                                        2 -      Corporation No.

         WORKSTREAM INC.                                                                326278-2
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3 -      The articles of the above-named corporation are amended as follows:
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(a) to create an unlimited number of Class A Preferred Shares, issuable in Series, which, as a class, shall have attached
    thereto the rights, privileges, restrictions and conditions as set out in Schedule I attached hereto;

(b) to create an unlimited number of Class A, Series A Preferred Shares which shall have attached thereto the rights,
    privileges, restrictions and conditions as set out in Schedule II attached hereto.








----------------------------------------------------------------------------------------------------------------------------
Date                                       Signature                                4 - Capacity of
                                           /s/ Michael Mullarkey
November 7, 2002                                                                    Chief Executive Officer
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For Departmental Use Only                  Printed Name
Filed
                                           MICHAEL MULLARKEY
-----------------------------------------------------------------------------------
</TABLE>
<PAGE>


                                   SCHEDULE I
                           TO ARTICLES OF AMENDMENT OF
                                 WORKSTREAM INC.

                         CLASS A PREFERRED SHARES RIGHTS


         The Class A Preferred Shares, as a class, shall have attached thereto
the following rights, privileges, restrictions and conditions:

1. Directors' Authority to Issue in One or More Series

   The board of directors of the Corporation may issue the Class A Preferred
   Shares at any time and from time to time in one or more series. Before the
   first shares of a particular series are issued, the board of directors of the
   Corporation shall fix the number of shares in such series and shall
   determine, subject to the limitations set out in the articles, the
   designation, rights, privileges, restrictions and conditions to be attached
   to the shares of such series including, without limitation, the rate or
   rates, amount or method or methods of calculation of dividends thereon, the
   time and place of payment of dividends, whether cumulative or non-cumulative
   or partially cumulative and whether such rate, amount or method of
   calculation shall be subject to change or adjustment in the future, the
   currency or currencies of payment of dividends, the consideration and the
   terms and conditions of any purchase for cancellation, retraction or
   redemption rights (if any), the conversion or exchange rights attached
   thereto (if any), the voting rights attached thereto (if any), and the terms
   and conditions of any share purchase plan or sinking fund with respect
   thereto. Before the issue of the first shares of a series, the board of
   directors of the Corporation shall send to the Director (as defined in the
   Canada Business Corporations Act) articles of amendment containing a
   description of such series including the designation, rights, privileges,
   restrictions and conditions determined by the board of directors of the
   Corporation.

2. Ranking of Class A Preferred Shares

   No rights, privileges, restrictions or conditions attached to a series of
   Class A Preferred Shares shall confer upon a series a priority in respect of
   dividends or return of capital over any other series of Class A Preferred
   Shares then outstanding. The Class A Preferred Shares shall be entitled to
   priority over the Common Shares of the Corporation and over any other shares
   of the Corporation ranking junior to the Class A Preferred Shares with
   respect to priority in the distribution of assets in the event of the
   liquidation, dissolution or winding-up of the Corporation, whether voluntary
   or involuntary, or any other distribution of the assets of the Corporation
   among its shareholders for the purpose of winding-up its affairs. If any
   cumulative dividends or amounts payable on a return of capital in respect of
   a series of Class A Preferred Shares are not paid in full, the Class A
   Preferred Shares of all series shall participate rateably in respect of such
   dividends, including accumulations, if any, in accordance with the sums that
   would be payable on such shares if all such dividends were declared and paid
   in full, and in respect of any repayment of capital in accordance with the
   sums that would be payable on such repayment of capital if all sums so
   payable were paid in full; provided however, that in the event of there being
   insufficient assets to satisfy in full all such claims to dividends and
   return of capital, the claims of the holders of the Class A Preferred Shares
   with respect to repayment of capital shall first be paid and satisfied and
   any assets remaining thereafter shall be applied towards the payment and

<PAGE>

                                        2





   satisfaction of claims in respect of dividends. The Class A Preferred Shares
   of any series may also be given such other preferences, not inconsistent with
   sections 1 and 2 hereof, over the Common Shares and over any other shares
   ranking junior to the Class A Preferred Shares as may be determined in the
   case of such series of Class A Preferred Shares.









<PAGE>



                                   SCHEDULE II

                           TO ARTICLES OF AMENDMENT OF

                                 WORKSTREAM INC.

                       CLASS A, SERIES A PREFERRED SHARES

                                  SHARE RIGHTS

         The first series of Class A Preferred Shares of the Corporation shall
consist of an unlimited number of Class A Preferred Shares which shall be
designated as Series A Convertible Preferred Shares (hereinafter referred to as
the "Series A Shares") which shall have attached thereto the following rights,
privileges, restrictions and conditions:

1.1 Liquidation

1.1.1 Liquidation Payments. The following amounts ("Series A Liquidation
      Payments") shall be payable with respect to Series A Shares upon the
      occurrence of a Liquidation Event, subject to the other terms set out
      below:

1.1.1.1 Upon the occurrence of a Liquidation Event, the holders of any Series A
        Shares shall be entitled in preference to the holders of Common Shares
        or any shares ranking junior to the Series A Shares, and pari passu in
        respect of the holders of any other series of Class A Preferred Shares,
        to be paid first out of the assets of the Corporation available for
        distribution to holders of the Corporation's capital stock of all
        classes an amount equal to two (2) times the Original Series A Issue
        Price for each Series A Share held by them (such amount to be
        proportionately adjusted for stock splits, stock dividends, stock
        combinations, stock recapitalizations and similar events), together with
        all declared but unpaid dividends thereon.

1.1.1.2 If all assets of the Corporation shall be insufficient to permit the
        payment in full to the holders of Class A Preferred Shares of all
        amounts so distributable to them, then the entire assets of the
        Corporation available for such distribution shall be distributed
        rateably among the holders of Class A Preferred Shares, pari passu, in
        proportion to the full preferential amount each such holder is otherwise
        entitled to receive.


1.1.1.3 After the payment referred to in Section 1.1.1.1 has been made in full
        to such holders of Series A Shares, or funds necessary for such payment
        have been set aside by the Corporation in trust for the exclusive
        benefit of such holder so as to be available for such payment, any
        assets remaining available for distribution will be distributed ratably
        among the holders of Class A Preferred Shares and Common Shares.

<PAGE>

                                       2

1.1.1.4 After conversion of any Series A Shares into Common Shares pursuant to
        the rights attaching to such Series A Shares as set out in the Articles,
        the holder of such Series A Shares shall not be entitled to the
        preferential payment or distribution which is described in this
        Subsection 1.1.1 but shall share ratably in any distribution of the
        assets of the Corporation among the holders of Common Shares.

1.1.2 Distribution Other than Cash. Whenever the distributions provided for in
      this Section 1.1 shall be payable in property other than cash, the value
      of such distribution shall (i) in the case of publicly traded securities,
      be equal to the average of the closing sale price of such securities on
      their principal exchange over the thirty (30) business days immediately
      preceding the effective date of the Liquidation Event, or (ii) in all
      other cases, be the fair market value of such property as determined in
      good faith by the Board of Directors of the Corporation.

1.1.3 Sale of Assets as Liquidation, Etc. The sale of all or substantially all
      of the Corporation's property and assets or the acquisition of the
      Corporation by another entity (including, without limitation, any
      reorganization, merger or consolidation) resulting in the exchange of all
      of the outstanding shares of the Corporation for securities issued or
      other consideration paid, by the acquiring entity or any affiliate thereof
      (except for a merger or consolidation after the consummation of which the
      shareholders of the Corporation own at least 51% of the voting securities
      of the surviving corporation or its parent corporation) shall be deemed to
      be a Liquidation Event for purposes of this Section 1.1.

1.1.4 Notice. Written notice of any proposed Liquidation Event stating an
      estimated payment date, the amount of the Series A Share Liquidation
      Payments and the place where such Series A Share Liquidation Payments
      shall be payable, shall be delivered to the holders of Series A Shares not
      less than 30 days prior to the proposed date of such proposed Liquidation
      Event.

1.2 Conversion.

         The holders of Series A Shares shall have conversion rights as follows
(the "Series A Conversion Rights"):

1.2.1 Optional Conversion.

1.2.1.1 Optional Conversion. Each Series A Share shall be convertible, without
        the payment of any additional consideration by the holder thereof and at
        the option of the holder thereof, at any time after the Original Series
        A Issue Date at the office of the Corporation or any transfer agent for
        the Series A Shares, and after a registration statement for the Common
        Shares issued upon conversion is effected by the Securities Exchange
        Commission into such number of fully paid and non-assessable Common
        Shares as is determined by making the following calculation: each Series
        A Share shall be converted into that number of fully paid and
        non-assessable Common Shares determined by multiplying each such share
        by the ratio determined by dividing the Original Series A Issue Price by

<PAGE>

                                       3

        the Series A Conversion Price, determined as hereinafter provided, in
        effect at the time of conversion. The Series A Conversion Price at which
        Common Shares will be deliverable upon conversion of Series A Shares
        without the payment of any additional consideration by the holder
        thereof shall initially be US$3.00 per Common Share.

1.2.1.2 Adjustments to Series A Conversion Price. The Series A Conversion Price
        shall be subject to the following adjustments:

1.2.1.2.1 the anti-dilution adjustments prescribed by Subsection 1.2.3 hereof;
          and

1.2.1.2.2 the adjustment prescribed by Subsection 1.2.4 to account for any
          unpaid dividends on the Series A Shares, as such dividends may be
          declared pursuant to Subsection 1.4.1 hereof;

          notwithstanding any adjustment provisions set forth herein, in no
          event shall the Series A Conversion Price be more than 80% of the
          market price of the Common Shares of the Corporation for the 5 days
          immediately preceding the date of conversion.

1.2.1.3 Mechanics of Optional Conversions. Before any holder of Series A Shares
        shall be entitled to convert the same into Common Shares, the holder
        shall surrender the certificate or certificates therefor at the office
        of the Corporation or of any transfer agent for Series A Shares, and
        shall give written notice to the Corporation at such office that the
        holder elects to convert the same and shall state therein the holder's
        name or the name or, subject to any legal or contractual restrictions on
        transfer thereof, names of the holder's nominees in which the holder
        wishes the certificate or certificates for Common Shares to be issued.
        On the date of conversion, all rights with respect to the Series A
        Shares so converted shall terminate, except for any of the rights of the
        holder thereof, upon surrender of the holder's certificate or
        certificates therefor, to receive certificates for the number of Common
        Shares into which such Series A Shares have been converted. If so
        required by the Corporation, certificates surrendered for conversion
        shall be endorsed or accompanied by written instrument or instruments of
        transfer, in form satisfactory to the Corporation, duly executed by the
        registered holder or by the holder's attorney duly authorized in
        writing. No fractional Common Share shall be issued upon the optional
        conversion of Series A Shares. In lieu of any fractional share to which
        the holder would otherwise be entitled, the Corporation shall pay cash
        equal to such fraction multiplied by the Series A Conversion Price. The
        Corporation shall, as soon as practicable after surrender of the

<PAGE>

                                       4

        certificate or certificates for conversion, issue and deliver at such
        office to such holder of Series A Shares, or, subject to any legal or
        contractual restrictions on transfer thereof, to the holder's nominee or
        nominees, a certificate or certificates for the number of Common Shares
        to which the holder shall be entitled as aforesaid. Such conversion
        shall be deemed to have been made immediately prior to the close of
        business on the date of such surrender of Series A Shares to be
        converted, and the person or persons entitled to receive the Common
        Shares issuable upon conversion shall be treated for all purposes as the
        record holder or holders of such Common Shares on such date.

1.2.2 Automatic Conversion.

1.2.2.1 Automatic Conversion. Each Series A Share shall be converted
        automatically into Common Shares at the then effective Series A
        Conversion Price for each such Series A Share:

1.2.2.1.1 Immediately prior to or contemporaneously with the closing of an
          offering or offerings (a "Qualified PO") pursuant to a receipted
          prospectus under the Securities Act (Ontario), as amended, or similar
          document filed under other applicable securities laws in Canada or the
          United States, covering the offer and sale to the public of Common
          Shares into which the Series A Shares may be converted and/or for the
          account of the Corporation in which:

1.2.2.1.1.1 the Common Shares are listed on the Toronto Stock Exchange, the New
            York Stock Exchange, or the American Stock Exchange, or quoted on
            NASDAQ or any combination thereof;

1.2.2.1.1.2 the minimum gross proceeds to the Corporation from such offering or
            offerings is/are not less than US$20,000,000; and

1.2.2.1.1.3 the offering price of the Common Shares in such offering shall be
            not less than US$7.00 per Common Share (as adjusted for any stock,
            split, stock dividend, stock combinations, stock recapitalization
            and similar events); or

1.2.2.1.2 at the election of the holders of at least 66-2/3% of the Series A
          Shares, collectively as a single series.

<PAGE>

                                        5

1.2.2.2 Mechanics of Automatic Conversions. Upon the occurrence of an event
        specified in Subsections 1.2.2.1.1 or 1.2.2.1.2, all the Series A Shares
        shall be converted automatically without any further action by the
        holders of the Series A Shares and whether or not the certificates
        representing such shares are surrendered to the Corporation or its
        transfer agent; provided, however, that all holders of Series A Shares
        being converted shall be given written notice of the occurrence of an
        event specified in Subsection 1.2.2.1 including the date such event
        occurred (the "Automatic Conversion Date"), and the Corporation shall
        not be obligated to issue certificates evidencing the Common Shares
        issuable upon such conversion unless certificates evidencing such Series
        A Shares being converted are either delivered to the Corporation or its
        transfer agent, or the holder notifies the Corporation or any transfer
        agent that such certificates have been lost, stolen, or destroyed and
        executes an agreement satisfactory to the Corporation to indemnify the
        Corporation from any loss incurred by it in connection therewith and, if
        the Corporation so elects, provides an appropriate indemnity bond. On
        the Automatic Conversion Date, all rights with respect to the Series A
        Shares so converted shall terminate, except for any of the rights of the
        holder thereof, upon surrender of the holder's certificate or
        certificates therefor, to receive certificates for the number of Common
        Shares into which such Series A Shares have been converted. Upon the
        automatic conversion of the Series A Shares, the holders of such Series
        A Shares shall surrender the certificates representing such shares at
        the office of the Corporation or of its transfer agent. If so required
        by the Corporation, certificates surrendered for conversion shall be
        endorsed or accompanied by written instrument or instruments of
        transfer, in form satisfactory to the Corporation, duly executed by the
        registered holder or by the holder's attorney duly authorized in
        writing. Upon surrender of such certificates, the Corporation shall
        promptly issue and deliver to such holder, in such holder's name as
        shown on such surrendered certificate or certificates, a certificate or
        certificates for the number of Common Shares into which the Series A
        Shares surrendered were convertible on the Automatic Conversion Date. No
        fractional Common Share shall be issued upon the automatic conversion of
        Series A Shares. In lieu of any fractional share to which the holder
        would otherwise be entitled, the Corporation shall pay cash equal to
        such fraction multiplied by the then effective Series A Conversion
        Price. Such conversion shall be deemed to have been made upon the
        occurrence of any event described in Subsection 1.2.2.1, and the person
        or persons entitled to receive the Common Shares issuable upon
        conversion shall be treated for all purposes as the record holder or
        holders of such Common Shares at such time.


<PAGE>
                                       6

1.2.3 Adjustments to Series A Conversion Price.

1.2.3.1 Special Definitions. For purposes of this Subsection 1.2.3, the
        following definitions shall apply:

        "Additional Common Shares" shall mean all Common Shares issued (or,
        pursuant to Subsection 1.2.3.3, deemed to be issued) by the Corporation
        after the Original Series A Issue Date, other than:

        (i)  Common Shares issued or issuable upon conversion of any Convertible
             Securities or exercise of any Options outstanding on the Original
             Series A Issue Date; and

        (ii) any Common Shares allotted for issuance, issued or issuable
             pursuant to the existing stock purchase or option plans of the
             Corporation as at the Original Series A Issue Date or pursuant to
             any increase thereof, or any new stock purchase or option plan,
             approved thereafter by holders of a majority of the outstanding
             shares of all classes.

1.2.3.2 No Adjustment of Conversion Price. No adjustment in the number of Common
        Shares into which the Series A Shares is convertible shall be made by
        the adjustment of the Series A Conversion Price thereof: (i) unless the
        Consideration Per Share (as defined herein) for an Additional Common
        Share issued or deemed to be issued by the Corporation is less than the
        Series A Conversion Price for the Series A Share in effect immediately
        prior to the issued of such Additional Common Shares, or (ii) if prior
        to such issuance, the Corporation receives written notice from the
        holders of at least 66 2/3% of the then outstanding Series A Shares,
        agreeing that no such adjustment shall be made as the result of the
        issuance or deemed issuance of such Additional Common Shares.

1.2.3.3 Deemed Issue of Additional Common Shares.

1.2.3.3.1 Options and Convertible Securities. In the event the Corporation at
          any time or from time to time after the Original Series A Issue Date
          shall issue any Options or Convertible Securities or shall fix a
          record date for the determination of holders of any class or series of
          securities entitled to receive any such Options or Convertible
          Securities (other than as contemplated by Subsection 1.2.3.1 hereof),
          then the maximum number of Common Shares (as set forth in the

<PAGE>

                                       7

          instrument relating thereto without regard to any provisions contained
          therein for a subsequent adjustment of such number) issuable upon the
          exercise of such Options or, in the case of Convertible Securities and
          Options therefor, the conversion or exchange of such Convertible
          Securities, shall be deemed to be Additional Common Shares issued as
          of the time of issue of such Options or Convertible Securities or, in
          case such a record date shall have been fixed, as of the close of
          business on such record date, provided that in any such case in which
          Additional Common Shares are deemed to be issued:

1.2.3.3.1.1 no further adjustment of the Series A Conversion Price shall be made
            upon the subsequent issue of Convertible Securities or Common Shares
            upon the exercise of such Options or conversion or exchange of such
            Convertible Securities;

1.2.3.3.1.2 if such Options or Convertible Securities by their terms provide,
            with the passage of time or otherwise, for any increase in the
            Consideration (as defined in Subsection 1.2.3.6), payable to the
            Corporation, or decrease in the number of Common Shares issuable,
            upon the exercise, conversion or exchange thereof, the Series A
            Conversion Price computed upon the original issue thereof (or upon
            the occurrence of a record date with respect thereto), and any
            subsequent adjustments based thereon, shall, upon any such increase
            or decrease becoming effective, be recomputed to reflect such
            increase or decrease insofar as it affects such Options or the
            rights of conversion or exchange under such Convertible Securities;

1.2.3.3.1.3 upon the expiration of any such Options or any rights of conversion
            or exchange under such Convertible Securities which shall not have
            been exercised, the Series A Conversion Price computed upon the
            original issue thereof (or upon the occurrence of a record date with
            respect thereto), and any subsequent adjustments based thereon,
            shall, upon such expiration, be recomputed as if:

            (A) in the case of the Convertible Securities or Options for Common
                Shares, the only Additional Common Shares issued were the Common
                Shares, if any, actually issued upon the exercise of such

<PAGE>

                                       8

                Options or the conversion or exchange of such Convertible
                Securities and the Consideration received therefor was the
                Consideration actually received by the Corporation for the issue
                of all such Options, whether or not exercised, plus the
                Consideration actually received by the Corporation upon such
                exercise, or for the issue of all such Convertible Securities
                which were actually converted or exchanged, plus the additional
                Consideration, if any, actually received by the Corporation upon
                such conversion or exchange; and

            (B) in the case of Options for Convertible Securities, only the
                Convertible Securities, if any, actually issued upon the
                exercise thereof were issued at the time of issue of such
                Options, and the Consideration received by the Corporation for
                the Additional Common Shares deemed to have been then issued was
                the Consideration actually received by the Corporation for the
                issue of all such Options, whether or not exercised, plus the
                Consideration deemed to have been received by the Corporation
                upon the issue of the Convertible Securities with respect to
                which such Options were actually exercised;

1.2.3.3.2 no readjustment pursuant to Subsections 1.2.3.3.1.2 or 1.2.3.3.1.3
          above shall have the effect of increasing the Series A Conversion
          Price to an amount which exceeds the lower of (i) the Series A
          Conversion Price on the original adjustment date; or (ii) the Series A
          Conversion Price that would have resulted from any issue of Additional
          Common Shares between the original adjustment date and such
          readjustment date;

1.2.3.3.3 in the case of any Options which expire by their terms not more than
          30 days after the date of issue thereof, no adjustment of the Series A
          Conversion Price shall be made until the expiration or exercise of all
          such Options, whereupon such adjustment shall be made in the same
          manner provided in subsection 1.2.3.3.1.3(A) above; and


<PAGE>

                                        9

1.2.3.3.4 if such record date shall have been fixed and such Options or
          Convertible Securities are not issued on the date fixed therefor, the
          adjustment previously made in the Series A Conversion Price which
          became effective on such record date shall be cancelled as of the
          close of business on such record date, and thereafter the Series A
          Conversion Price shall be adjusted pursuant to this Section 1.2.3 as
          of the actual date of their issue.

1.2.3.4 Stock Dividends, Stock Distribution and Subdivisions. In the event the
        Corporation at any time or from time to time after the Original Series A
        Issue Date shall declare or pay any dividend or make any other
        distribution on the Common Shares payable in Common Shares or effect a
        subdivision of the outstanding Common Shares (by reclassification or
        otherwise other than by payment of a dividend in Common Shares), then
        and in any such event, Additional Common Shares shall be deemed to have
        been issued:

1.2.3.4.1 in the case of any such dividend or distribution, immediately after
          the close of business on the record date for the determination of
          holders of any class or series of securities entitled to receive such
          dividend or distribution; or

1.2.3.4.2 in the case of any such subdivision, at the close of business on the
          date immediately prior to the date upon which such corporate action
          becomes effective.

          If such record date shall have been fixed and no part of such dividend
          shall have been paid on the date fixed therefor, the adjustment
          previously made in the Series A Conversion Price which became
          effective on such record date shall be cancelled as of the close of
          business on such record date, and thereafter the Series A Conversion
          Price shall be adjusted pursuant to this Subsection 1.2.3 as of the
          time of actual payment of such dividend.

1.2.3.5 Adjustment of the Series A Conversion Price Upon Issue of Additional
        Common Shares. In the event that at any time or from time to time after
        the Original Series A Issue Date and prior to the closing of a Qualified
        IPO, the Corporation shall issue Additional Common Shares (including,
        without limitation, Additional Common Shares deemed to be issued
        pursuant to Subsection 1.2.3.3 but excluding Additional Common Shares
        deemed to be issued pursuant to 1.2.3.4, which event is dealt with in
        1.2.3.7), without consideration or for a Consideration Per Share which
        is less than the Series A Conversion Price, then and in such event, such
        Series A Conversion Price shall be reduced, concurrently with such
        issue, to the lowest consideration per share received by the Corporation
        for any such Additional Common Shares.
<PAGE>

                                       10

1.2.3.6 Determination of Consideration. For purposes of this Subsection 1.2.3,
        the consideration (the "Consideration") received or receivable by the
        Corporation for the issue of any Additional Common Shares shall be
        computed as follows:

1.2.3.6.1 Cash and Property. Such Consideration shall:

1.2.3.6.1.1 insofar as it consists of cash, be computed at the aggregate amounts
            of cash received or receivable by the Corporation excluding amounts
            paid or payable for accrued interest or accrued dividends;

1.2.3.6.1.2 insofar as it consists of property other than cash, be computed at
            the fair value thereof at the time of such issue, as determined in
            good faith by the Board of Directors; and

1.2.3.6.1.3 in the event Additional Common Shares are issued together with other
            shares, securities or other assets of the Corporation for
            consideration which covers the Additional Common Shares and the
            other shares, securities or other assets, be the proportion of such
            consideration so received or receivable, computed as provided in
            Subsections 1.2.3.6.1.1 and 1.2.3.6.1.2 above, allocable to such
            Additional Common Shares as determined in good faith by the Board of
            Directors.

1.2.3.6.2 Additional Common Shares other than Options and Convertible
          Securities. The Consideration per share (the "Consideration Per
          Share") for the issue of any Additional Common Shares other than
          Options and Convertible Securities shall be the Consideration for the
          issue of any Additional Common Shares other than Options or
          Convertible Securities, divided by the total number of such Additional
          Common Shares issued by the Corporation in exchange therefor.
<PAGE>

                                       11

1.2.3.6.3 Options and Convertible Securities. The Consideration per share (also
          the "Consideration Per Share", as the context requires) for Additional
          Common Shares deemed to have been issued pursuant to Subsection
          1.2.3.3.1, relating to Options and Convertible Securities, shall be
          computed by dividing (x) the Consideration for the issue of such
          Options or Convertible Securities, plus the aggregate amount of
          additional consideration (as set forth in the instruments relating
          thereto, without regard to any provision contained therein for a
          subsequent adjustment of such Consideration), payable to the
          Corporation upon the exercise of such Options or the conversion or
          exchange of such Convertible Securities, or in the case of Options for
          Convertible Securities, the exercise of such Options for Convertible
          Securities and the conversion or exchange of such Convertible
          Securities, by (y) the number of Additional Common Shares (as set
          forth in the instruments relating thereto, without regard to any
          provision contained therein for a subsequent adjustment of such
          number) issuable upon the exercise of such Options or the conversion
          or exchange of such Convertible Securities.

1.2.3.7 Adjustment of the Series A Conversion Price for Dividends,
        Distributions, Subdivisions, Combinations or Consolidations of Common
        Shares.

1.2.3.7.1 Stock Dividends, Distributions or Subdivisions. In the event the
          Corporation shall be deemed to have issued Additional Common Shares
          pursuant to Subsection 1.2.3.4 in a stock dividend, stock distribution
          or subdivision, the Series A Conversion Price in effect immediately
          before such deemed issue shall, concurrently with the effectiveness of
          such deemed issue, be proportionately decreased.

1.2.3.7.2 Combinations or Consolidations. In the event the outstanding shares of
          Common Shares shall be combined or consolidated, by reclassification
          or otherwise, into a lesser number of shares of Common Shares, the
          Series A Conversion Price in effect immediately prior to such
          combination or consolidation shall, concurrently with the
          effectiveness of such combination or consolidation, be proportionately
          increased.
<PAGE>

                                       12

1.2.3.7.3 Adjustment for Reclassification, Exchange or Substitution. In the
          event that at any time or from time to time after the Original Series
          A Issue Date, the Common Shares issuable upon the conversion of Series
          A Shares shall be changed into the same or a different number of
          shares of any class or series of stock, whether by capital
          reorganization, reclassification, or otherwise other than a merger,
          consolidation, or sale of assets provided for in Subsection 1.1.3
          above, then and in each such event the holder of any Series A Shares
          shall have the right thereafter to convert such shares into the kind
          and amount of shares of stock and other securities and property
          receivable upon such reorganization, reclassification, or other
          change, by the holder of a number of Common Shares equal to the number
          of Common Shares into which such Series A Shares might have been
          converted immediately prior to such reorganization, reclassification,
          or change, all subject to further adjustment as provided herein.

1.2.3.8 No Impairment. The Corporation shall not, by amendment of its Articles
        or through any reorganization, transfer of assets, consolidation,
        amalgamation, merger, dissolution, issue or sale of securities or any
        other voluntary action, including, without limitation, voluntary
        bankruptcy proceedings, avoid or seek to avoid the observance or
        performance of any of the terms to be observed or performed hereunder by
        the Corporation but shall at all times in good faith assist in the
        carrying out of all the provisions of this Section 1.2 and in the taking
        of all such action as may be necessary or appropriate in order to
        protect the Series A Conversion Rights under this Section 1.2 against
        impairment.

1.2.3.9 Certificate as to Adjustments. Upon the occurrence of each adjustment or
        readjustment pursuant to this Section 1.2, the Corporation at its
        expense shall promptly compute such adjustment or readjustment in
        accordance with the terms hereof and furnish to each affected holder of
        Series A Shares a certificate setting forth such adjustment or
        readjustment and showing in detail the facts upon which such adjustment
        or readjustment is based. The Corporation shall, upon the written
        request at any time of any affected holder of Series A Shares, furnish
        or cause to be furnished to such holder a like certificate setting forth
        (i) such adjustments and readjustments; (ii) the number of Common Shares

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                                       13

        and the amount, if any, of other property which at the time would be
        received upon the conversion of each Series A Share; (iii) any amendment
        to the Articles of the Corporation that may adversely affect the rights
        of the holders of the Series A Shares; and (iv) the Series A Conversion
        Price at the time in effect.

1.2.3.10 Notices of Record Date. In the event of any taking by the Corporation
         of a record of the holders of any class or series of securities for the
         purpose of determining the holders thereof who are entitled to receive
         any dividend (other than a cash dividend which is the same as cash
         dividends paid in previous quarters) or other distribution, the
         Corporation shall deliver to each holder of Series A Shares at least
         twenty (20) days prior to such record date a notice specifying the date
         on which any such record is to be taken for the purpose of such
         dividend or distribution.

1.2.3.11 Common Shares Reserved. The Corporation shall reserve and keep
         available out of its authorized but unissued Common Shares such number
         of Common Shares as shall from time to time be sufficient to effect
         conversion of the Series A Shares, as adjusted from time to time.

1.2.3.12 Certain Taxes. The Corporation shall pay any issue or transfer taxes
         duly payable by the Corporation in connection with the conversion of
         Series A Shares, provided, however, that the Corporation shall not be
         required to pay any tax which may be payable in respect of any transfer
         to a name other than that of the holder of the Series A Shares.

1.2.3.13 Closing of Books. The Corporation shall at no time close its transfer
         books against the transfer of any Series A Shares or any Common Shares
         issued or issuable upon the conversion of any Series A Shares in any
         manner that interferes with the timely conversion or transfer of any
         Series A Shares or Common Shares.

1.2.4 Adjustment for Declared But Unpaid Dividends. The Series A Conversion
      Price shall be reduced, on a per share basis, to a price (calculated to
      the nearest cent) equal to the Series A Conversion Price in effect at such
      time for a Series A Share less any unpaid dividends on such Series A
      Share, as declared pursuant to Subsection 1.4.1 hereof. For greater
      certainty, the adjustment shall exclude any dividends paid in cash by the
      Corporation to the holders of the Series A Shares in accordance with

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                                       14

      Subsection 1.4.1 hereof. The Corporation shall account for this adjustment
      only at such time as the Series A Shares are converted into Common Shares
      in accordance with Subsection 1.2.1 or 1.2.2 above and the Corporation
      shall not be required to issue a certificate relating to the adjustment
      prescribed by this section in accordance with Subsection 1.2.3.9 above.

1.2.5 Notwithstanding anything contained herein to the contrary, the aggregate
      number of Common Shares issued upon conversion and exercise of the Future
      Priced Securities (as defined below) cannot equal or exceed 20% of the
      Common Shares outstanding immediately before the issuance of a Future
      Priced Security, unless the Corporation has obtained prior shareholder
      approval for such issuance. In the event the aggregate number of Common
      Shares that would be issued upon conversion and exercise of the Future
      Priced Securities equals or exceeds 20% of the Common Shares so
      outstanding, and the Corporation has failed to obtain prior shareholder
      approval for such issuance, then the number of Common Shares which the
      holders of the Future Priced Securities would be entitled to acquire
      through the conversion and exercise of the Future Priced Securities shall
      be reduced on a pro rata basis (in proportion to a fraction, the numerator
      of which shall be the total number of Common Shares issuable to the holder
      of a Future Priced Security upon exercise and conversion of such holder's
      Future Priced Security, and the denominator of which shall be the
      aggregate number of Common Shares issuable upon exercise and conversion of
      all of the Future Priced Securities) so that the aggregate number of
      Common Shares issuable upon exercise and conversion of the Future Priced
      Securities does not equal or exceed 20% of the Common Shares outstanding
      immediately before the first issuance of a Future Priced Security. For
      purposes of this Subsection, "Future Priced Securities" shall mean the 8%
      senior subordinated secured convertible notes (the "Notes") and common
      stock purchase warrants issued in connection with the transactions
      contemplated by the Amended and Restated Securities Purchase Agreement
      dated as of May 14, 2002 by and among the Corporation and the purchasers
      set forth on Schedule A thereto, and the Corporation's Class A Preferred
      Shares issuable upon conversion of the Notes.


<PAGE>


                                       15

1.3 Voting Rights

1.3.1 Voting Rights. In addition to the rights of holders of Series A Shares to
      vote as a separate series or as a member of the separate class of Class A
      Preferred Shares in accordance with applicable law, each holder of
      outstanding Series A Shares shall be entitled to notice of any meeting of
      shareholders and shall be entitled to the number of votes equal to the
      number of whole Common Shares into which each such Series A Share held by
      such holder could be converted on the date for determination of
      shareholders entitled to vote at the meeting or on the date of any written
      consent. Except as otherwise required by law, holder of the Series A
      Shares and any other outstanding series of Class A Preferred Shares shall
      vote together with the holders of Common Shares as a single class upon any
      matter submitted to the shareholders for a vote.

1.3.2 Change of Rights, Etc. Attaching to Series A Shares. The Corporation shall
      not add to, change or remove any right, privilege, restriction or
      condition attaching to the Series A Shares as a class without a resolution
      signed by the holders of at least two-thirds (2/3) of the Series A Shares
      or passed by the affirmative vote of at least two-thirds (2/3) of the
      votes cast by holders of Series A Shares voting separately as a class at a
      meeting of the holders of the Series A Shares duly called for that
      purpose.

1.3.3 Consents and Approvals. In addition to any other rights provided by law,
      for so long as any Series A Shares are outstanding, the Corporation shall
      not, without the prior written consent or affirmative vote of the holders
      of not less that two-thirds (2/3) of the then outstanding Series A Shares,
      voting as a separate class:

1.3.3.1 effect or obligate itself to effect, any merger, sale, lease,
        assignment, transfer or other conveyance of all or substantially all of
        the assets of the Corporation (which shall include any effective
        transfer of assets regardless of the structure of any such transaction
        as a license or otherwise), or any consolidation, amalgamation, merger
        or other reorganization involving the Corporation resulting the
        shareholder of the Corporation owning less than fifty percent (50%) of
        the voting securities of the surviving corporation or its parent
        corporation;

1.3.3.2 authorize or issue any new or existing class or classes or series of
        shares having any preference or priority as to dividends or liquidation
        preferences superior to or on a parity with any such preference or
        priority of the Series A Shares, or authorize or issue shares or any
        bonds, debentures, notes or other obligations convertible into or
        exchangeable for, any share of the Corporation having any preference or
        priority as to dividends or liquidations preferences superior to or on a
        parity with any such preference or on a parity with any such preference
        or priority of the Series A Shares;


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                                       16

1.3.3.3 increase or decrease the authorized number of shares of Series A Shares;
        or

1.3.3.4 declare or pay any dividend on any security of the Corporation or redeem
        or purchase any of its shares, except pursuant to an agreement to
        repurchase Common Shares held by an employee, director or consultant of
        the Corporation upon termination of their employment or services with
        the Corporation.

1.3.4 Board Representation. The holders of record of Series A Shares, voting as
      a separate class, shall be entitled to elect one (1) director of the
      Corporation. At any meeting held for the purpose of electing directors,
      the presence in person or by proxy of the holders of a majority of the
      Series A Shares shall constitute a quorum of such Series A Shares. A
      vacancy in any directorship elected solely by the holders of Series A
      Shares shall be filled only by vote or written action in lieu of meeting
      of the holders of Series A Shares.

1.3.5 Formalities of Shareholder Meeting. The formalities to be observed with
      respect to the giving of notice of any such meeting or any adjourned
      meeting, the quorum required therefor and the conduct thereof shall be
      those from time to time prescribed by the by-laws of the Corporation with
      respect to meetings of shareholders, or if not so prescribed, as required
      by the Act as in force at the time of the meeting. On every poll taken at
      every meeting of the holders of the Class A Preferred Shares as a class,
      or at any joint meeting of the holders of two or more series of Class A
      Preferred Shares, each holder of Series A Shares entitled to vote thereat
      shall have one vote in respect of each Series A Share held.

1.4 Dividends

1.4.1 The holders of outstanding Series A Shares shall be entitled to receive
      equally, share for share, as and when declared by the Board of Directors
      and out of the funds legally available therefore, non-cumulative dividends
      at an annual rate equal to (i) 0.08 multiplied by (ii) the Original Series
      A Issue Price. No dividends shall be declared or paid to the holders of
      Common Shares unless a dividend at the rate specified in this section 1.4
      is declared on the Series A Shares and the holders of Series A Shares have
      been paid in full all of the dividends to which they are entitled.

1.4.2 Notwithstanding anything contained herein to the contrary, no holder of
      Series A Shares that were originally issued in connection with a specific
      Purchase Agreement (as defined below) shall cast a number of votes with
      respect to those shares on any matter on which the holders of Series A

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                                       17

      Shares vote together with the holders of Common Shares in excess of that
      number determined by (i) dividing (A) the aggregate dollar amount paid
      (directly or by application of principal and interest on convertible notes
      of the Corporation) to the Corporation (by such holder or a prior
      transferor) in connection with the initial issuance by the Corporation of
      such Series A Shares held by such holder by (B) the applicable closing bid
      price (adjusted for any stock dividends, stock splits or similar
      transactions after such date) for the Corporation's Common Shares as
      reported by the Nasdaq Small Cap Market (or other automated quotation
      system or exchange on which the Common Shares may then be quoted or
      listed) on the date that a definitive agreement was signed between such
      holder or a prior transferor and the Corporation (a "Purchase Agreement")
      whereby the Corporation agreed to the initial issuance of the Series A
      Shares currently held by such holder or the convertible securities which
      were converted into the Series A Shares currently held by such holder, as
      applicable, and (ii) dividing that quotient by the number of Series A
      Shares (adjusted for any stock dividends, stock splits or similar
      transactions after such date) that the Corporation actually issued to such
      holder or a prior transferor, directly or upon conversion of its
      convertible securities, pursuant to such Purchase Agreement, and (iii)
      multiplying that quotient by the number of Series A Shares currently held
      by such holder which were originally acquired by such holder or a prior
      transferor from the Corporation, directly or upon conversion of
      convertible securities, pursuant to such Purchase Agreement. If as a
      result of the foregoing calculation, the maximum number of votes to which
      a holder of Series A Shares is entitled to cast includes (a) a fraction
      equal to or greater than one-half, then the number of votes it shall be
      entitled to cast shall be rounded up to the next whole number, or (b) a
      fraction less than one-half, then the number of votes it shall be entitled
      to cast shall be rounded down to the next whole number. Nothing contained
      herein shall limit or otherwise restrict the right of any holder of Series
      A Shares to convert any Series A Shares held by it into Common Shares or
      the voting rights that it will have as a holder of the Common Shares upon
      such conversion.

1.5 Optional Redemption

1.5.1 From and after the date one (1) year plus one (1) day after the Original
      Series A Issue Date, the Corporation may, at its entire discretion,
      repurchase all, but not less that all, of the issued and outstanding
      Series A Shares from the holders thereof at a purchase price for each such
      Series A Share equal to a twenty-five percent (25%) per annum premium
      above the Original Series A Issue Price (the "Redemption Price"). Such
      election may be made only by delivering to the holders of the then
      outstanding Series A Shares a written notice signed by an authorized
      officer of the Corporation (the "Redemption Notice").
<PAGE>

                                       18

1.5.2 The holders of Series A Shares shall have thirty (30) days from their
      receipt of a Redemption Notice to effectuate a conversion of their Series
      A Shares into Common Shares and not participate in the redemption.

1.5.3 Within forty five (45) days of its delivery of the Redemption Notice, the
      Corporation shall redeem all the Series A Shares from the remaining
      holders of Series A Shares out of funds legally available for such purpose
      by paying to the holder an amount per Series A Share equal to the number
      of Series A Shares held by the holder multiplied by the Redemption Price.
      Concurrent with the payment of the Redemption Price, the holders shall
      deliver their Series A Share certificates to the Corporation.

1.6 Notices.

         All notices, requests, consents, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given, made and received (a) when delivered against receipt; (b) upon
transmitter's confirmation of the receipt of a facsimile transmission, which
shall be followed by an original sent otherwise in accordance with this Section
1.6; (c) upon confirmed delivery by a standard overnight carrier; or (d) upon
expiration of 5 business days after the date when deposited in the mail, first
class postage prepaid, addressed to the Corporation at its registered office or
at such other address of which the Corporation may notify the holders of Series
A Shares from time to time, or if to a holder of Series A Shares or Common
Shares, to such holder's address as shown by the records of the Corporation.

2.1 Defined Terms

    In  this Schedule:

    (a) "Act" means the Canada Business Corporations Act;

    (b) "Articles" means the articles of incorporation of the Corporation, as
        amended from time to time;

    (c) "Automatic Conversion Date" has the meaning set out in Subsection
        1.2.2.2;

    (d) "Class A Preferred Shares" means the Class A Preferred Shares of any
        series in the capital of the Corporation;

    (e) "Common Shares" means the common shares in the capital of the
        Corporation;

    (f) "Convertible Securities" shall mean any evidences of indebtedness,
        shares of capital stock (other than Common Shares) or other securities
        directly or indirectly convertible into or exchangeable for Common
        Shares other than Series A Shares;


<PAGE>

                                       19

    (g) "Consideration" has the meaning set out in Subsection 1.2.3.6;

    (h) "Consideration Per Share" has the meaning, as the context requires, set
        out in Subsections 1.2.3.6.2 and 1.2.3.6.3;

    (i) "Corporation" means Workstream Inc. or its successors, including without
        limitation, a successor created by amalgamation, merger or court order;

    (j) "Liquidation Event" means the voluntary or involuntary occurrence and
        continuation of any of the following:

        (i)  the liquidation, dissolution or winding-up of the Corporation; and

        (ii) any event deemed to be a Liquidation Event pursuant to Subsection
             1.1.3 hereof.

    (k) "NASDAQ" means the NASDAQ National Market;

    (l) "Option" shall mean rights, options or warrants to subscribe for,
        purchase or otherwise acquire either Common Shares or Convertible
        Securities;

    (m) "Original Series A Issue Date" means [insert date of subscription];

    (n) "Original Series A Issue Price" means $100.00 per Series A Share;

    (o) "Person" means an individual, partnership, corporation, trust,
        unincorporated association, joint venture, governmental agency or other
        entity;

    (p) "Qualified PO" has the meaning set out in Subsection 1.2.2.1.1;

    (q) "Redemption Notice" has the meaning set out in Subsection 1.5.1;

    (r) "Redemption Price" has the meaning set out in Subsection 1.5.1;

    (s) "Series A Conversion Price" means, initially, $3.00 per share, as such
        price may be adjusted from time to time in accordance with Subsections
        1.2.1.2 and 1.2.3 hereof;

    (t) "Series A Conversion Rights" has the meaning set out in Section 1.2;

    (u) "Series A Liquidation Payments" has the meaning set out in Subsection
        1.1.1;

    (v) "Series A Shares" means the Class A, Series A Preferred Shares in the
        capital of the Corporation.
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                                       20

         This Schedule, as from time to time amended, shall be read without
regard to paragraph headings, which are included for ease of reference only, and
with all changes in gender and number permitted by the context.