Unassociated Document


    Exhibit
      10.1

    CONSULTING
      AGREEMENT

    


    THIS
      AGREEMENT is
      made
      as of the 1st day of March, 2007


    


    BETWEEN:


     

    MICHAEL
      MULLARKEY, or his nominee

    of
      the
      City of Lake Forest, in the State of Illinois


    


    AND:

    


    WORKSTREAM
      INC., 

    a
      corporation incorporated under the laws of Canada


    WHEREAS
      on the
      28th
      day of
      January, 2004, Workstream Inc. (“Workstream”) entered into a contract of
      employment with Michael Mullarkey (“Mullarkey”) (the “Employment
      Agreement”);

    


    AND
      WHEREAS on
      the
      1st
      day of
      March, 2007, Workstream and Mullarkey entered into an agreement to terminate
      the
      Employment Agreement (the “Agreement to Accept Resignation”); 

    


    AND
      WHEREAS
      Workstream and Mullarkey wish to enter into consulting agreement whereby
      Mullarkey will provide to Workstream business development and strategic planning
      services on an independent contractor basis;


    


    NOW
      THEREFORE,
      for good
      and valuable consideration (the receipt and sufficiency of which are hereby
      acknowledged), Workstream and Mullarkey agree as follows:

    


    CONSULTING

     

    	1.  	
            Effective
              March 1, 2007, Mullarkey will be retained by Workstream as a consultant,
              providing business development and strategic planning services to
              Workstream, including the sale or attempted sale of certain assets
              of
              Workstream, and shall report to the board of directors of Workstream
              (the
              “Board”). 

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    TERM

    


    	2.  	
            The
              term of this consulting contract shall be from March 1, 2007 to September
              1, 2007 (the “Term”), at which time this agreement shall terminate unless
              otherwise extended by the written agreement of all
              parties.

          


    


    COMPENSATION

    


    	3.  	
            Mullarkey
              will be paid a retainer in the amount of One Hundred, Ninety Thousand
              Dollars ($190,000) on March 1, 2007;

          


    


    	4.  	
            Mullarkey
              will be compensated on a monthly basis at the rate of $12,500 per
              month;

          


    


    	5.  	
            Mullarkey
              will be compensated for all travel related expenses which, in the sole
              opinion of the Board, are reasonable, within thirty (30) days of
              Mullarkey’s submission to Workstream of receipts for such expenses during
              the Term;

          


    


    	6.  	
            Mullarkey
              will be granted 100,000 restricted stock units (“RSUs”) which will vest on
              an equal monthly basis over the Term. Any such RSU’s which have vested,
              shall be issued to Mullarkey on January 1,
              2008;

          


    


    	7.  	
            Should
              Workstream complete a sale or other disposition of certain assets of
              Workstream, which have been approved by the Board during the Term (a
              “Disposition”), Mullarkey shall be entitled to a payment equal to two and
              a half percent (2.5%) of the total lump sum cash price paid at closing
              in
              the Disposition.

          


     

    INDEPENDENT
      CONTRACTOR

    


    	8.  	
            As
              an independent contractor, Mullarkey is responsible for the remittance
              of
              any applicable taxes or other remittances to any governmental bodies,
              in
              any and all jurisdictions.

          


    


    	9.  	
            Except
              as otherwise provided, as an independent contractor to Workstream and
              not
              an employee, Mullarkey will not be entitled to any Workstream employee
              benefits, nor will Mullarkey be entitled to any statutory benefits
              or
              protections granted to employees. Any payments or arrangements made
              pursuant to the Termination Agreement relate to the terminated Employment
              Agreement and are not meant by either party to relate to this agreement
              or
              have any implications for the independent contractor relationship
              established herein.

          


    


    NON-SOLICITATION
      AND NON-COMPETITION

     

    	10.  	
            Mullarkey
              acknowledges paragraph 9 of the Employment Agreement, “Non-Competition”
              and agrees to continue to be bound by such provision, which is hereby
              incorporated into this Agreement.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    TERMINATION

     

    	11.  	
            This
              contract shall terminate on September 1, 2007 and neither party shall
              bear
              any further obligation to the other as a result of the relationship
              established hereunder.

          


     

    ASSIGNMENT

    


    	12.  	
            The
              rights which accrue to Workstream under this agreement shall pass to
              its
              successors or assigns. Mullarkey’s rights under this agreement are not
              assignable or transferable in any manner.

          


     

    INDEPENDENT
      LEGAL ADVICE

     

    	13.  	
            Mullarkey
              acknowledges that he has obtained or has had an opportunity to obtain
              independent legal advice in connection with this agreement, and further
              acknowledges that he has read, understood, and agrees to be bound by
              all
              of the terms and conditions contained
              herein.

          


     

    GOVERNING
      LAW

     

    	14.  	
            This
              agreement shall be governed by the laws of the Province of Ontario
              and the
              country of Canada.

          


     

    CURRENCY

    


    	15.  	
            All
              amounts referred to in this Agreement are expressed in U.S.
              dollars.

          


    


    Signed
      this  1st  
      day of
  March  ,
      2007 by


     

    
      	 	 	 
	
              Witness 

            	 	
              MICHAEL
                MULLARKEY

            
	
              Name:
                

            	 	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Signed
      this _1st_
      day of
  March   ,
      2007 by


    


    
      	 	
              WORKSTREAM
                INC.

            
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	
              I
                have authority to bind the
                corporation