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                                                                    EXHIBIT 10.1
                                    TERM NOTE

$1,287,901.04                          Lake Forrest, Illinois January 31, 2003

         FOR VALUE  RECEIVED,  WORKSTREAM  INC., a corporation  formed under the
laws of Canada  ("WORKSTREAM"),  WORKSTREAM  USA,  INC., a Delaware  corporation
("USA"),  6FIGUREJOBS.COM,  INC., a Delaware corporation ("6Figures"),  ICARIAN,
INC., a Delaware corporation ("ICARIAN"), REZLOGIC, INC., a Colorado corporation
("REZLOGIC"), THE OMNI PARTNERS, INC., a Florida corporation ("OMNI"), and XYLO,
INC., a Delaware  corporation ("XYLO" and together with USA, 6Figures,  Icarian,
RezLogic and Omni, the "COMPANIES") (the Companies together with Workstream, the
("BORROWERS"),  jointly  and  severally,  hereby  promise to pay to the order of
MICHAEL  MULLARKEY,  an individual (the "HOLDER"),  the principal  amount of ONE
MILLION TWO HUNDRED  EIGHTY  SEVEN  THOUSAND  NINE  HUNDRED ONE DOLLARS AND FOUR
CENTS  ($1,287,901.04) (the "PRINCIPAL  AMOUNT"),  in lawful money of the United
States of  America,  at such place or places as the Holder may from time to time
designate, and at the times set forth in Section 1.1 below but in no event later
than  January 31,  2008 (the  "MATURITY  DATE").  The  Borrowers  shall also pay
interest from the date hereof on the unpaid Principal Amount, in lawful money of
the United  States of America on the dates and at the rates set forth in Section
1.2 below.

         The Borrowers and Holder each  acknowledge and agree that the Principal
Amount  represents  certain  indebtedness  owned by the  Borrowers to the Holder
prior to the date hereof and for which funds have already  been  advanced to the
Borrowers by the Lender. The Principal Amount is a continuing  obligation of the
Borrowers  to  Holder,  and  nothing  herein  shall be  construed  to deem  such
indebtedness   paid  or  to  otherwise   release  or  terminate  the  Borrowers'
obligations with respect to the Principal Amount.

         The following terms shall apply to this Note:

                                    ARTICLE I
                       PRINCIPAL; INTEREST; GRACE PERIODS

     1.1 PRINCIPAL PAYMENTS; PREPAYMENTS.

          1.1.1 Subject to Paragraph 1.1.2 below,  the Principal Amount shall be
paid in thirty six (36) equal  monthly  installments,  commencing on the January
31, 2005 and ending on the Maturity  Date, of THIRTY FIVE THOUSAND SEVEN HUNDRED
FIFTY EIGHT DOLLARS AND THIRTY SIX CENTS ($35,758.36) each.

          1.1.2 The Borrowers shall have the right at any time, and from time to
time, to prepay all or any portion of the outstanding  Principal  Amount without
notice to Holder,  and without  penalty or  premium.  All  prepayments  shall be
applied  first to  accrued  interest,  and second to the  outstanding  Principal
Amount.

     1.2 INTEREST RATE; DEFAULT INTEREST RATE.

          1.2.1  Interest  payable on the  Principal  Amount shall accrue at the
annual rate of eight  percent  (8%) per annum (the  "INTEREST  RATE").  Interest
shall be payable in arrears  commencing  on the first day of the calendar  month
immediately  following  the date  hereof and on the first  business  day of each
consecutive  calendar month thereafter  through and including the Maturity Date.
If the Maturity Date is not the first day of a calendar month, then the interest
on the  outstanding  Principal  Amount  shall be  prorated  and  payable  on the
Maturity  Date.  Interest  shall be  calculated  on the basis of a three hundred
sixty-five  (365) day year for the actual  number of days  elapsed in the period
during which it accrues.



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          1.2.2 If any  Principal  Amount is not paid when  due,  following  the
expiration  of any notice  and cure or grace  periods,  whether on the  Maturity
Date, by acceleration or otherwise,  and, to the extent  permitted by applicable
law, any unpaid interest on the Principal  Amount,  shall bear interest from the
date when due until such amounts are  satisfied in full,  at a rate equal to the
lesser of the Interest  Rate plus two percent (2%) or the maximum  interest rate
then permitted by applicable law (the "DEFAULT RATE").

     1.3 PAYMENT GRACE  PERIODS.  The Borrower  shall have a seven Business Days
(as defined below) grace period to pay any amounts due to Holder under this Term
Note. If an installment of the Principal  Amount or interest thereon becomes due
and payable  hereunder  other than on a Business  Day, then the due date of such
payment  shall be extended to the next  succeeding  Business  Day,  and interest
shall be payable  thereon  during such extension at the Interest Rate or Default
Rate, as  applicable.  For purposes of this Term Note,  the term  "BUSINESS DAY"
shall  mean a day  that is not a  Saturday,  a  Sunday  or  other  day on  which
commercial  banks are  required  or  permitted  to be closed in the State of New
York.

                                   ARTICLE II
                           OTHER TERMS AND CONDITIONS

     2.1 PAYMENTS.  The amount and date of all payments of the Principal  Amount
and any interest  thereon shall be entered by the Holder into Holder's  records,
which records shall be conclusive evidence of the amount and date thereof absent
manifest error.

     2.2  REPRESENTATIONS  AND WARRANTIES.  Each Borrower hereby  represents and
warrants to Holder that (a) it has the  corporate  power and  authority to enter
into this Term Note and perform  its  obligations  hereunder;  and (b) that this
Term  Note  represents  a  valid  and  binding   obligation  of  such  Borrower,
enforceable in accordance with its terms, but subject to applicable  bankruptcy,
insolvency,  reorganization,  moratorium and similar laws  affecting  creditors'
rights and remedies  generally,  and subject,  as to enforceability,  to general
principles of equity,  including principles of commercial  reasonableness,  good
faith  and fair  dealing  (regardless  of  whether  enforcement  is  sought in a
proceeding at law or in equity).

     2.3  SECURITY  INTEREST.  In order to  secure  the  payment  of  Borrower's
obligations  under  this Term  Note,  the  Holder  has been  granted a  security
interest in certain assets of the Borrowers, as more fully described in (a) that
certain Security Agreement dated January 31, 2003 among the Companies and Holder
(the "U.S. SECURITY  AGREEMENT"),  and (b) that certain Security Agreement dated
January  31,  2003  between   Workstream  and  Holder  (the  "CANADIAN  SECURITY
AGREEMENT,"  and  together  with  the U.S.  Security  Agreement,  the  "SECURITY
AGREEMENT").

     2.4  SUBORDINATION.  The  obligations  of the  Borrowers  and the rights of
Holder under this Term Note may be subordinated in right of payment,  preference
or  priority  to  the  obligations  of the  Borrowers  to  any  bank,  financial
institution or other lender (collectively, the "LENDERS") which was extended, or
proposes  to extend,  a loan to the  Borrowers.  Holder  agrees to  execute  and
deliver such agreement and  instruments as any such Lender may request from time
to time,  and such  amendments  to, or legends on, this Term Note  pertaining to
such  subordination  as such Lender may request to evidence  Holder's  agreement
hereunder.

     2.5 TERMINATION.  Upon satisfaction in full of the Principal Amount and all
interest  accrued  thereon,  Holder shall mark this Term Note "Paid in Full" and
return the original  Term Note to the Borrowers (or if the original Term Note is
then unavailable, deliver to the Borrowers an Affidavit and Indemnity of Loss in
form and substance acceptable to the Borrowers).

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                                   ARTICLE III
                           EVENTS OF DEFAULT; REMEDIES

     3.1 EVENTS OF DEFAULT. The occurrence of any of the following events is an
Event of Default ("EVENT OF DEFAULT"):

          3.1.1  The  Borrowers  fail to pay any  installment  of the  Principal
Amount or interest  thereon when due and such failure  continues for a period of
seven  Business Days after written  notice of such failure has been delivered to
the Borrowers by the Holder.

          3.1.2 A written notice of default is received by the Borrowers for the
failure to pay any  amounts  due under any other  agreement  or  instrument  for
borrowed  money,  and  such  failure  continues  after  the  expiration  of  any
applicable notice and cure or grace periods.

          3.1.3 A default has  occurred  and is  continuing  under the  Security
Agreement,  which  default has not been cured within any  applicable  notice and
cure or grace periods set forth therein.

          3.1.4 If any Borrower  shall make an assignment for the benefit of its
creditors,  or files a voluntary  petition under the bankruptcy  code, any other
federal or state insolvency law, or apply for or consent to the appointment of a
receiver, trustee or custodian of all or part of its property.

          3.1.5 If any Borrower shall file an answer  admitting the jurisdiction
of a court and the material allegations of an involuntary petition filed against
it under the  bankruptcy  code,  any other federal or state  insolvency  law, or
shall fail to have such  petition  dismissed  within 60 calendar  days after its
filing.

          3.1.6 If an order for relief  shall be entered  against  any  Borrower
following the filing of an involuntary  petition under the bankruptcy  code, any
other  federal  or  state  insolvency  law,  or if an  order  shall  be  entered
appointing  a receiver,  trustee or custodian of all or parts of either of their
respective property.

     3.2 REMEDIES.  If an Event of Default occurs and is continuing,  the Holder
may declare the  Principal  Amount and any accrued but unpaid  interest  thereon
then outstanding immediately due and payable, all without demand, presentment or
notice, all of which hereby are expressly waived.

                                   ARTICLE IV
                                  MISCELLANEOUS

     4.1 ENTIRE AGREEMENT;  AMENDMENT. This Term Note and the Security Agreement
constitute  the entire  agreement and  understanding  of the parties hereto with
respect to the subject  matter hereof and  supersedes  all prior  agreements and
understandings,  whether  written or oral,  with respect to such subject matter.
The  term  "Term  Note"  and all  reference  thereto,  as used  throughout  this
instrument,  shall mean this  instrument  as  originally  executed,  or if later
amended or supplemented, then as so amended or supplemented;  PROVIDED that this
Term  Note may only be  amended  or  supplemented  by a  writing  signed  by the
Borrowers and Holder.

     4.2 FAILURE OR  INDULGENCE  NOT WAIVER.  No failure or delay on the part of
the Holder  hereof in the exercise of any power,  right or  privilege  hereunder
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other  right,  power or  privilege.  All  rights  and  remedies  existing
hereunder  are  cumulative  to, and not  exclusive  of,  any rights or  remedies
otherwise available.

     4.3 NOTICES.  Any notice herein  required or permitted to be given shall be
in writing and shall be deemed  effectively given: (a) upon personal delivery to
the party notified, (b) when sent by confirmed telex or facsimile if sent during

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normal  business  hours for the  recipient,  and if sent after regular  business
hours for the  recipient,  then on the next Business Day, (c) five calendar days
after  having  been  sent  by  registered  or  certified  mail,  return  receipt
requested,  postage  prepaid,  or (d) one  Business  Day  after  deposit  with a
nationally  recognized  overnight  courier  specifying  next day  delivery.  All
communications  shall  be  sent as  follows  (or to such  other  address  as the
Borrowers or the Holder may designate in a notice  delivered in accordance  with
this Paragraph 4.3):

         If to Holder:                         Michael Mullarkey
                                               1050 W. Deerpath Road
                                               Lake Forest, IL 60045
                                               Facsimile: (613) 270-0774

         If to Borrowers:                      Workstream Inc.
                                               495 March Road, Suite 300
                                               Ottawa, Ontario, Canada K2K-3G1
                                               Attn.:  Chief Financial Officer
                                               Facsimile: (613) 270-0774

     4.4  ASSIGNABILITY.  This Term Note shall be binding upon the Borrowers and
each of their respective  successors and assigns, and shall inure to the benefit
of the Holder and his heirs, representatives,  successors and permitted assigns.
The Holder may assign his rights under this Term Note to a third party; PROVIDED
that Holder  notifies the Borrowers in writing  prior of the  assignment of this
Term Note and the  identity  of such  assignee,  and the  Borrowers  consent  in
writing prior to such  assignment.  Any  assignment  or attempted  assignment in
violation of this Section 4.4 shall be void ab initio.

     4.5  GOVERNING  LAW.  This Term Note shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without regard to
principles  of  conflicts  of laws.  Any  action  brought  by the  Holder or the
Borrowers  against the other  concerning the  transactions  contemplated by this
Term Note shall be brought  in the  Federal or State  courts of the State of New
York. The Holder and each Borrower agree to submit to the  jurisdiction  of such
courts.  The prevailing  party shall be entitled to recover from the other party
its  reasonable  attorney's  fees and costs.  In the event that any provision of
this Term Note is found to be  invalid  or  unenforceable  under any  applicable
statute or rule of law, then such provision  shall be deemed  inoperative to the
extent that it may conflict  therewith  and shall be deemed  modified to conform
with such statute or rule of law. Any such provision  which may prove invalid or
unenforceable under any law shall not affect the validity or unenforceability of
any other provision of this Term Note.

     4.6   CONSTRUCTION.   Each  party   acknowledges  that  its  legal  counsel
participated  in the  preparation of this Term Note and,  therefore,  stipulates
that the rule of construction  that  ambiguities are to be resolved  against the
drafting party shall not be applied in the  interpretation  of this Term Note to
favor any party against the other.

     4.7  COUNTERPARTS.   This  Term  Note  may  be  executed  in  one  or  more
counterparts  (whether facsimile or original),  each of which shall be deemed to
be an original as against any party whose signature appears thereon,  and all of
which shall together constitute one and the same instrument.

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         IN WITNESS WHEREOF, the parties hereto have caused this Term Note to be
executed on the date and year first above written.

WORKSTREAM INC.                                      XYLO, INC.




By:  /S/ PAUL HAGGARD                       By:  /S/ MICHAEL MULLARKEY
     -----------------------------------       ------------------------------
      Name:  Paul Haggard                      By:  Michael Mullarkey
      Title:  Chief Financial Officer          Title:  President

WORKSTREAM USA, INC.




By: /S/ PAUL HAGGARD                           /S/ MICHAEL MULLARKEY
    ------------------------------------       ------------------------------
      Name:  Paul Haggard                      MICHAEL MULLARKEY
      Title:  Chief Financial Officer

6FIGUREJOBS.COM, INC.




By: /S/ MICHAEL MULLARKEY
  -------------------------------------
      Name:  Michael Mullarkey
      Title:  President

ICARIAN, INC.




By: /S/ MICHAEL MULLARKEY
  -------------------------------------
      Name:  Michael Mullarkey
      Title:  President

REZLOGIC, INC.




By: /S/ MICHAEL MULLARKEY
  -------------------------------------
      Name:  Michael Mullarkey
      Title:  President

THE OMNI PARTNERS, INC.




By: /S/ MICHAEL MULLARKEY
  -------------------------------------
      Name:  Michael Mullarkey
      Title:  President


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