EXHIBIT 10.1

                             SUBSCRIPTION AGREEMENT

A COMPLETED AND ORIGINALLY EXECUTED COPY OF THIS SUBSCRIPTION AGREEMENT AND A
COMPLETED SCHEDULE A (IF THE PURCHASER IS A RESIDENT OF ONTARIO) MUST BE
DELIVERED BY NO LATER THAN 10:00 A.M. (TORONTO TIME) ON DECEMBER 8, 2003 TO:
STANDARD SECURITIES CAPITAL CORPORATION, 24 HAZELTON AVENUE, TORONTO, ONTARIO
M5R 2E2, ATTN: MICHAEL MARCELLO, TEL: (416) 515-0505, FAX: (416) 515-8895.

--------------------------------------------------------------------------------

TO:         WORKSTREAM INC.
AND TO:     STANDARD SECURITIES CAPITAL CORPORATION

ISSUER:     Workstream Inc.               ISSUE:  Common Shares

PRICE PER COMMON SHARE:  U.S. $1.60

NUMBER OF COMMON SHARES PURCHASED:
                                    ------------------------------------------

TOTAL SUBSCRIPTION PRICE:  $
                            --------------------------------------------------

NUMBER OF COMMON SHARES CURRENTLY OWNED (DIRECTLY AND INDIRECTLY):
                                                                   -----------

NAME AND ADDRESS OF SUBSCRIBER:

Name:                                   Address:
     ---------------------------------          --------------------------------
                                                (Street Address)

     ---------------------------------          --------------------------------
     (Official Capacity or Title if             (City and Province or Country)
     Subscriber is not an individual.)
                                                --------------------------------
                                                (Postal Code)

ALTERNATE  REGISTRATION  INSTRUCTIONS FOR COMMON SHARE  CERTIFICATE:  If other
than in the name of the Subscriber:

Name:                                   Address:
     ---------------------------------          --------------------------------
                                                (Street Address)

     ---------------------------------          --------------------------------
                                                (City and Province or Country)

     ---------------------------------          --------------------------------
                                                (Postal Code)

DELIVERY INSTRUCTIONS: The name and address (including contact name and
telephone number) of the person to whom the certificates representing the
securities are to be delivered, if other than the Subscriber:

Name:                                   Address:
     ---------------------------------          --------------------------------
                                                (Street Address)
Contact Name:
             -------------------------          --------------------------------
                                                (City and Province or Country)
Telephone No.:
              ------------------------          --------------------------------
                                                (Postal Code)


                    [PLEASE GO TO SIGNATURE LINE ON PAGE 14]


<PAGE>


                      TERMS AND CONDITIONS OF SUBSCRIPTION

1. SUBSCRIPTION.  The undersigned (the "PURCHASER") hereby tenders to Workstream
Inc. (the  "CORPORATION")  this subscription offer which, upon acceptance by the
Corporation,  will constitute an agreement (the "SUBSCRIPTION AGREEMENT") of the
Purchaser with the Corporation to purchase from the Corporation and, on the part
of the  Corporation,  to sell to the Purchaser  that number of Common Shares set
out on the face page of this  Subscription  Agreement (the  "PURCHASER'S  COMMON
SHARES") at the price (the "PURCHASE PRICE") of $1.60 per Common Share and equal
to the total  subscription price set forth on the face page of this Subscription
Agreement,  all on the terms and  subject  to the  conditions  set forth in this
Subscription Agreement.

2. AGENCY  AGREEMENT.  The Purchaser  acknowledges  that the Purchaser's  Common
Shares  will be  issued  in  connection  with the  issue of up to a  maximum  of
$4,000,000 of Common Shares (the  "OFFERING")  to be sold by the  Corporation by
private placement pursuant to an agency agreement (the "AGENCY AGREEMENT") to be
dated on or before the Closing Date (as defined below) between the  Corporation,
and Standard  Securities  Capital  Corporation  (the  "AGENT") and the Purchaser
acknowledges  that  the  Offering  may be done  but is not  required  to be done
concurrently  with  a  United  States  offering  of  up  to  $1,000,000  of  the
Corporation's securities.


3. (A) DEFINITIONS. In this Subscription Agreement, unless the context otherwise
requires:

            "AFFILIATE",   "DISTRIBUTION"  and  "INSIDER"  have  the  respective
            meanings ascribed to them in the Securities Act (Ontario);

            "CANADIAN  SECURITIES  LAWS"  means,  collectively,  the  applicable
            securities  laws of the Designated  Province and the regulations and
            rules  made  and  forms  prescribed  thereunder  together  with  all
            applicable published policy statements,  blanket orders, rulings and
            notices of the Ontario Securities Commission;

            "CLOSING"  means  the  completion  of  the  issue  and  sale  by the
            Corporation  and the purchase by the Purchasers of the Common Shares
            pursuant to the Agency Agreement and this Subscription Agreement;

            "CLOSING  DATE"  means  December  9, 2003 or such  other date as the
            Corporation   and  the  Agent  may  agree  pursuant  to  the  Agency
            Agreement;

            "CLOSING TIME" means 9:00 a.m. (Toronto time) on the Closing Date or
            such other time as the  Corporation and the Agent may agree pursuant
            to the Agency Agreement;

            "COMMON SHARES" means common shares,  no par value per share, in the
            capital of the Corporation;

            "DESIGNATED PROVINCE" means the Province of Ontario;

            "MATERIAL"  means  material in relation to the  Corporation  and its
            subsidiaries considered on a consolidated basis;

            "MATERIAL  CHANGE"  means any  change in the  business,  operations,
            assets, liabilities, ownership or capital of the Corporation (except
            the  transactions  contemplated  herein)  that would  reasonably  be
            expected to have a  significant  effect on the market price or value
            of the Common  Shares and  includes a decision to  implement  such a
            change  made by the  board of  directors  of the  Corporation  or by

                                       -1-
<PAGE>


            senior  management of the Corporation who believe that  confirmation
            of the decision by the board of directors is probable;

            "ONTARIO   ACCREDITED   INVESTOR  STATUS   CERTIFICATE"   means  the
            accredited  investor status  certificate,  in the form of Schedule A
            attached hereto, required to be completed by each Purchaser;

            "PRIVATE   PLACEMENT   EXEMPTIONS"   means  the  exemptions  to  the
            prospectus and registration  requirements under Canadian  Securities
            Laws;

            "PURCHASER'S  COMMON  SHARES" means Common Shares  subscribed for by
            the Purchaser;

            "PURCHASERS" means all purchasers of the Common Shares including the
            Purchaser;

            "SEC" means the United States Securities and Exchange Commission;

            "SEC FILINGS" means the Corporation's  most recent Form 20-F for the
            fiscal  year ended May 31,  2003 and all other  reports,  schedules,
            forms or statements  filed by the  Corporation  or its  subsidiaries
            with the SEC under the 1933 Act or the 1934 Act on or during  the 18
            months preceding the date hereof;

            "STOCK  EXCHANGES"  means the NASDAQ Small Cap Market and the Boston
            Stock Exchange;

            "SUBSIDIARIES"  has the meaning  ascribed to such term in the Canada
            Business Corporations Act;

            "U.S.  SECURITIES  LAWS" means,  collectively,  the 1933 Act and the
            1934 Act as well as all applicable federal and state securities laws
            in the  United  States,  including  all  "Blue  Sky"  laws,  and all
            regulations  and  forms  prescribed  thereunder,  together  with all
            applicable published policy statements,  releases and rulings of the
            SEC and any applicable state securities regulatory authorities,  and
            together with all published  policies,  rules and regulations of the
            Stock Exchange;

            "1933  ACT"  means the  United  States  Securities  Act of 1933,  as
            amended, and the rules and regulations promulgated thereunder; and

            "1934 ACT" means the United States Securities  Exchange Act of 1934,
            as amended, and the rules and regulations promulgated thereunder.


      (B) GENDER AND NUMBER.  Words  importing  the  singular  number only shall
include the plural and vice versa,  words  importing the masculine  gender shall
include the feminine gender and words importing  persons shall include firms and
corporations and vice versa.


      (C) CURRENCY.  Unless otherwise  stated,  all amounts  expressed herein in
terms of money refer to the lawful currency of the United States and all payment
to be made hereunder shall be made in such currency.


      (D) HEADINGS. The division of the Subscription Agreement into Sections and
the use of headings are for  convenience  of reference only and shall not affect
the interpretation of this Subscription Agreement.


                                       -2-
<PAGE>

4.  DELIVERY AND  PAYMENT.  The  Purchaser  agrees that the  following  shall be
delivered  to the Agent at the  address  and by the date and time set out on the
face page hereof, or such other time, date or place as the Agent may advise:

      (a)   a completed and duly signed copy of this Subscription Agreement;

      (b)   a completed and duly signed copy of the Ontario Accredited  Investor
            Status Certificate in form annexed as Schedule "A";

      (c)   a  completed  and  duly  signed  copy  of  the  Accredited  Investor
            Questionnaire in form annexed as Schedule "B";

      (d)   any other documents required by the applicable  Canadian  Securities
            Laws and the U.S. Securities Laws which the Agent or the Corporation
            request; and

      (e)   a  certified  cheque or bank  draft  made  payable  on or before the
            Closing  Date (or such other  date as the Agent may  advise) in same
            day  freely  transferable  United  States  funds at par in  Toronto,
            Ontario to "Standard  Securities Capital  Corporation"  representing
            the  aggregate  Purchase  Price  payable  by the  Purchaser  for the
            Purchaser's  Common  Shares,  or such other method of payment of the
            same amount against delivery of the Purchaser's Common Shares as the
            Agent may accept.

            The Purchaser  acknowledges  and agrees that such  certificates  and
other documents, when executed and delivered by the Purchaser, will form part of
and will be incorporated into this  Subscription  Agreement with the same effect
as if  each  constituted  a  representation  and  warranty  or  covenant  of the
Purchaser  hereunder in favour of the Corporation  and the Agent.  The Purchaser
consents  to and hereby  authorizes  the filing of such  certificates  and other
documents  as may be  required  to be filed  with the Stock  Exchanges  or other
securities regulatory authority in connection with the transactions contemplated
hereby. The Purchaser acknowledges and agrees that this Subscription  Agreement,
the Purchase Price and any other documents delivered in connection herewith will
be held by the Agent until such time as the conditions  referred to in section 8
below are satisfied by the Corporation or waived by the Agent.


      5. CLOSING.  Subject to the satisfaction of the conditions  referred to in
section 7 hereof, the transactions  contemplated hereby will be completed at the
Closing at the offices of Fraser  Milner  Casgrain  LLP in Toronto,  Ontario and
Perley-Robertson, Hill & McDougall LLP in Ottawa, Ontario at the Closing Time.

            The Purchaser  acknowledges that the Purchaser's  Common Shares will
be available for delivery to it at the Closing  against payment of the amount of
the aggregate Purchase Price (in fully transferable United States funds) for the
Purchaser's Common Shares.

            The Agent is hereby appointed as the Purchaser's  agent to represent
the  Purchaser  at the  Closing  for the  purpose  of all  closing  matters  and
deliveries of documents and Purchaser's  Common Shares and is hereby  authorized
by the Purchaser for and on behalf of the Purchaser, to extend such time periods
and  modify or waive such  conditions  as may be  contemplated  herein or in the
Agency  Agreement  or,  in its  absolute  discretion,  as it deems  appropriate.
Without limiting the generality of the foregoing,  the Agent is specifically and
exclusively authorized:

      (a)   to negotiate and waive,  in whole or in part, or extend the time for
            compliance  with  any  of  the  Corporation's   representations  and
            warranties,   covenants  or  conditions   contained  in  the  Agency
            Agreement  including,  without in any way limiting the generality of
            the foregoing, extending the time for Closing all in such manner and
            on such  terms and  conditions  as the Agent may  determine,  acting
            reasonably,  and  without  in  any  way  affecting  the  Purchaser's
            obligations hereunder;

                                       -3-
<PAGE>

      (b)   to  correct  manifest  errors  or  to  complete   omissions  in  the
            information   provided  by  the   Purchaser  in  this   Subscription
            Agreement,  the  Schedules  attached  hereto and in any other  forms
            delivered  by the  Purchaser  in  connection  with the  transactions
            contemplated hereby, if any;

      (c)   to act as the  Purchaser's  representative  at the Closing to, among
            other things,  receive  certificates  representing the Common Shares
            subscribed for by the Purchaser;  and to swear, execute and file any
            receipts or other required documentation on behalf of the Purchaser;
            and

      (d)   to terminate  this  subscription  on behalf of the  Purchaser in the
            event that any condition precedent to the completion of the Offering
            as  referred  to in section 7 hereof has not been  satisfied  by the
            date set therefore; and

      (e)   to  negotiate  the terms of a  registration  rights  agreement to be
            dated the date of Closing (the  "REGISTRATION  RIGHTS AGREEMENT") to
            be entered  into by and  between the  Corporation  and the Agent (on
            behalf  of the  Purchasers),  and to  execute  same on behalf of the
            Purchasers as their lawful attorney.

            In addition, the Purchaser acknowledges and agrees that the Agent is
entitled to exercise or not to exercise, in its absolute discretion,  the rights
of termination in the Agency Agreement.

            The  Purchaser  will take up,  purchase and pay for the  Purchaser's
Common Shares at the Closing upon  acceptance  of this offer by the  Corporation
and the satisfaction by the Corporation, or waiver on behalf of the Purchaser by
the Agent, of the conditions referred to in section 7 below.

            The  Corporation  intends to use proceeds from the Offering to repay
debt, for working capital and general corporate  purposes,  including payment of
the costs incurred by the Corporation in connection with this Offering.


6.  REPRESENTATIONS,  WARRANTIES AND COVENANTS OF THE CORPORATION.  By accepting
this offer, the Corporation represents and warrants to the Purchaser as follows:

      (a)   the Corporation has been duly  incorporated  and is validly existing
            and in good standing  under the laws of Canada and has all requisite
            corporate  power to own, lease and operate its properties and assets
            and to carry on its  business  as now being  conducted  and has full
            capacity to enter  into,  and carry out its  obligations  under this
            Subscription Agreement;

      (b)   each  of the  Corporation's  material  subsidiaries  has  been  duly
            incorporated  and is validly existing in good standing under the law
            of its  jurisdiction  and has all requisite  corporate power to own,
            lease and operate its  property  and assets and to carry on business
            as now being conducted;

      (c)   on the Closing Date, the  Corporation  will have taken all corporate
            steps  and  proceedings   necessary  to  approve  the   transactions
            contemplated  hereby,  including  the execution and delivery of this
            Subscription  Agreement  and the Agency  Agreement and each of which
            will  constitute a legal and binding  obligation of the  Corporation
            enforceable in accordance with its terms;

                                      -4-
<PAGE>

      (d)   the  Corporation  has complied  and will comply with all  applicable
            U.S.  Securities Law and Canadian Securities Laws in connection with
            the offer, issuance and sale of the Common Shares hereunder. Neither
            the  Corporation  nor  anyone  acting  on its  behalf,  directly  or
            indirectly,  excluding the Agent, has or will sell, offer to sell or
            solicit  offers  in  Canada  to buy the  Common  Shares  or  similar
            securities to, or solicit offers with respect thereto from, or enter
            into any preliminary  conversations or negotiations relating thereto
            with,  any person  (other  than the  Purchaser),  so as to bring the
            issuance  and  sale of the  Common  Shares  under  the  registration
            provisions of the 1933 Act and  applicable  state  securities  laws.
            Neither the Corporation  nor any of its  affiliates,  nor any person
            acting on its or their  behalf,  has  engaged in any form of general
            solicitation   or  general   advertising   (within  the  meaning  of
            Regulation  D under  the 1933 Act) in  connection  with the offer or
            sale of the Common Shares;

      (e)   no representation  or warranty of the Corporation  contained in this
            Subscription  Agreement  and the  exhibits  and  schedules  attached
            hereto and thereto, any certificate  furnished or to be furnished to
            the Purchaser at the Closing or other written information  furnished
            to the Purchaser or its counsel in connection with the  transactions
            contemplated  by this  Subscription  Agreement  contains  any untrue
            statement  of a  material  fact or omits to  state a  material  fact
            necessary  in order  to make  the  statements  contained  herein  or
            therein not  misleading  in light of the  circumstances  under which
            they were made.  There is no material fact known to the  Corporation
            that has not  been  disclosed  herein,  or in any  other  agreement,
            document or written  statement  furnished by the  Corporation to the
            Purchaser in connection with the  transactions  contemplated  hereby
            and thereby which is specific to the Corporation,  as opposed to the
            industry in which the  Corporation  operates,  and which  materially
            adversely   affects  or  is  reasonably  likely  to  materially  and
            adversely  affect  the  business,  properties,  assets or  financial
            condition of the Corporation;

      (f)   the Corporation  will file, in connection with the issuance and sale
            of the Common  Shares,  all  required  forms and  reports  under the
            Canadian  Securities  Laws and the U.S.  Securities  Laws within the
            time periods  therein  prescribed and shall pay all required fees in
            connection therewith;

      (g)   the  creation,  issuance  and  sale  of  the  Common  Shares  by the
            Corporation  does not and will  not  conflict  with and does not and
            will not  result  in a breach  of any of the  terms,  conditions  or
            provisions  of  its   constating   documents  or  any  agreement  or
            instrument to which the Corporation is a party;

      (h)   at the Closing, every consent, approval, authorization or order that
            is required for the transactions herein contemplated to occur at the
            Closing will have been obtained and will be in effect;

      (i)   the issued and  outstanding  Common Shares are listed and posted for
            trading on the Stock Exchanges;

      (j)   to the best of the knowledge of the Corporation, no order ceasing or
            suspending   trading  in  the  securities  of  the  Corporation  nor
            prohibiting  the sale of such  securities  or the Common  Shares has
            been  issued  to the  Corporation  or  its  directors,  officers  or
            promoters and, no  investigations  or proceedings  for such purposes
            are pending or threatened;

      (k)   prior to the Closing Date,  the  Corporation  will have obtained all
            required  approvals from the Stock  Exchanges in order to permit the
            completion of the transactions contemplated hereby;

                                      -5-
<PAGE>

      (l)   the  Corporation has full corporate power and authority to undertake
            the offering of the Common  Shares  contemplated  hereby and, at the
            Closing Time,  the Common  Shares will be duly and validly  created,
            authorized and issued as fully paid and non-assessable shares;

      (m)   the Corporation and its subsidiaries are the beneficial owners of or
            have the right to acquire the interests in the properties,  business
            and assets  referred  to in the SEC  Filings  as being  owned by the
            Corporation or its subsidiaries;

      (n)   at the time of filing thereof,  the SEC Filings  complied as to form
            in all material  respects with the  requirements  of the 1934 Act or
            the  1933  Act,  as  applicable,  and did  not  contain  any  untrue
            statement  of a  material  fact or omit to state any  material  fact
            necessary in order to make the statements made therein, in the light
            of the circumstances under which they were made, not misleading;

      (o)   the  Corporation  is  eligible  to  use  Form  S-3 to  register  the
            Registrable  Securities (as such term is defined in the Registration
            Rights  Agreement) for sale by the Purchasers as contemplated by the
            Registration Rights Agreement;

      (p)   the  Corporation  has filed in a timely  manner all  documents  that
            comprise  the SEC  Filings and that the  Corporation  is required to
            file under the  continuous  disclosure  provisions  of the  Canadian
            Securities  Laws  and the  U.S.  Securities  Laws  and  each of such
            documents  complied  as to form in all  material  respects  with all
            applicable  statutory  requirements  as of their  respective  filing
            dates, and the information  contained therein as of the date thereof
            did not contain any untrue  statement of a material  fact or omit to
            state a material fact required to be stated  therein or necessary to
            make the  statements  therein  in light of the  circumstances  under
            which the were made not misleading; and

      (q)   the  authorized  share  capital of the  Corporation  consists  of an
            unlimited number of Common Shares and an unlimited number of Class A
            Preferred  Shares  issuable  in series of which,  as of  December 2,
            2003,  23,200,659  Common Shares and 0 Class A Preferred  Shares are
            currently  issued and  outstanding as fully paid and non assessable,
            and  issued in  material  compliance  with all  applicable  federal,
            provincial and state securities laws.

            The  Corporation  agrees that the Purchaser will have the benefit of
all the  representations,  warranties and covenants  given by the Corporation in
the  Agency  Agreement  and  further  agrees  that  all  such   representations,
warranties  and covenants  will be deemed to be  incorporated  herein as if they
were reproduced in their  entirety,  with such changes as are necessary in order
to reflect that such representations, warranties and covenants are being made by
the Corporation to the Purchaser.

7.  CONDITIONS  OF CLOSING.  The  obligations  of the  Purchaser to complete the
purchase of the Common Shares as contemplated  hereby shall be conditional  upon
the  fulfilment  at or before the Closing Time of each of the  conditions of the
Closing  set forth in the Agency  Agreement  except  those  conditions  that are
waived by the Agent.

            The  Purchaser  acknowledges  and agrees that as the initial sale of
the Purchaser's  Common Shares will not be qualified by a prospectus,  such sale
is subject to the condition that the Purchaser  (or, if  applicable,  any others
for whom  the  Purchaser  is  contracting  hereunder)  sign  and  return  to the
Corporation  or the Agent all  relevant  documentation  required by the Canadian
Securities Laws and the U.S.  Securities  Laws. The Purchaser  acknowledges  and
agrees that the Corporation may be required to provide to the Ontario Securities
Commission  and to the Stock  Exchanges  and to the SEC a list setting forth the
identities of the beneficial  purchasers of the Common  Shares.  Notwithstanding

                                       -6-
<PAGE>

that the Purchaser  may be purchasing  Common Shares as an agent on behalf of an
undisclosed principal, the Purchaser agrees to provide, on request,  particulars
as to the identity of such undisclosed principal as may be required by the Agent
or the Corporation in order to comply with the foregoing requirements.


8.  ACCEPTANCE OR REJECTION.  The  Corporation  will have the right to accept or
reject  this  offer in  whole or in part at any time at or prior to the  Closing
Time.  The Purchaser  acknowledges  and agrees that the acceptance of this offer
will be  conditional  upon  the sale of the  Purchaser's  Common  Shares  to the
Purchaser being exempt from any prospectus or offering  memorandum  requirements
of all applicable  U.S.  Securities  Laws and Canadian  Securities  Laws and the
equivalent  provisions of securities laws of any other applicable  jurisdiction.
The   Corporation   will  be  deemed  to  have  accepted  this  offer  upon  the
Corporation's  execution of the acceptance form at the end of this Agreement and
the  delivery at the Closing of the  certificate  representing  the  Purchaser's
Common  Shares  to or upon the  direction  of the Agent in  accordance  with the
provisions hereof.

9.  PURCHASER'S  REPRESENTATIONS  AND WARRANTIES.  The Purchaser  represents and
warrants to the  Corporation and the Agent,  as  representations  and warranties
that are true as of the date of this  offer  and will be true as of the  Closing
Date, that:

      (a)   AUTHORIZATION AND EFFECTIVENESS.  If the Purchaser is an individual,
            it is of the  full  age of  majority  and  has all  requisite  legal
            capacity and competence to execute and deliver this Agreement and to
            observe and perform its covenants and obligations  hereunder,  or if
            the Purchaser is a corporation,  the Purchaser is a validly existing
            corporation,  has the necessary  corporate capacity and authority to
            execute and deliver this  Subscription  Agreement and to observe and
            perform its  covenants and  obligations  hereunder and has taken all
            necessary corporate action in respect thereof,  or, if the Purchaser
            is  a  partnership,   syndicate  or  other  form  of  unincorporated
            organization,  the Purchaser has the  necessary  legal  capacity and
            authority to execute and deliver this Subscription  Agreement and to
            observe and perform its covenants and obligations  hereunder and has
            obtained all  necessary  approvals in respect  thereof,  and, in any
            case, upon acceptance by the Corporation, this offer will constitute
            a legal,  valid and binding  contract of the  Purchaser  enforceable
            against  the  Purchaser  in  accordance  with its terms and will not
            result in a violation of any of the Purchaser's constating documents
            (if  applicable)  or any agreement to which the Purchaser is a party
            or by which it is bound;

      (b)   RESIDENCE.  The Purchaser is a resident of the jurisdiction referred
            to under "Name and Address of  Subscriber"  set out on the face page
            hereof and: (i) is not a resident of any other  jurisdiction  nor is
            it  purchasing  the  Purchaser's  Common  Shares for the  account or
            benefit  of a  resident  of any  other  jurisdiction;  (ii)  was not
            offered the Common Shares in another  jurisdiction  in Canada or the
            United  States;  (iii) did not execute or deliver this  Subscription
            Agreement in another jurisdiction; and (iv) is not a U.S. Person (as
            such term is  defined  in  Regulation  S under the 1933 Act) and the
            Common  Shares  are not being  acquired  by it for or on behalf of a
            U.S. Person.

      (c)   PURCHASING  FOR  INVESTMENT  ONLY.  The Purchaser is purchasing  the
            Purchaser's Common Shares for investment only and not with a view to
            resale or distribution in contravention  of the Canadian  Securities
            Laws or the U.S.  Securities  Laws and the  Purchaser has no present
            intention of selling,  granting any  participation  in, or otherwise
            distributing  the same in violation of the Canadian  Securities Laws
            or the U.S. Securities Laws;

      (d)   PURCHASING  AS AGENT OR TRUSTEE.  In the case of the purchase by the
            Purchaser of the  Purchaser's  Common  Shares as agent or trustee as
            contemplated  herein,  for any principal whose identity is disclosed

                                      -7-
<PAGE>

            or  undisclosed  or identified by account number only, the Purchaser
            has due and proper  authority  to act as agent or trustee for and on
            behalf  of  such   beneficial   purchaser  in  connection  with  the
            transactions contemplated hereby.

      (e)   PURCHASER HAS BENEFIT OF STATUTORY PRIVATE PLACEMENT EXEMPTIONS. The
            Purchaser:

            (i)   the  Purchaser  is  purchasing  as  principal  and not for the
                  benefit of any other person,  and is an "accredited  investor"
                  as such term is defined in Ontario Securities  Commission Rule
                  45-501 and  specifically  represents  and warrants that one or
                  more of the  categories  set forth in the  Ontario  Accredited
                  Investor Status  Certificate  correctly,  and in all respects,
                  describes the Purchaser, and will describe the Purchaser as at
                  Closing, and the Purchaser has so indicated by marking the box
                  next to the category  which so describes it and  executing and
                  delivering a copy of the Ontario  Accredited  Investor  Status
                  Certificate;

            (ii)  has status as an exempt  purchaser or the equivalent under the
                  securities  legislation applicable to it, which status has the
                  effect of  eliminating  any  requirement  for a prospectus  in
                  respect of the purchase of Common  Shares by the Purchaser and
                  shall deliver to the Corporation  such further  particulars of
                  the Purchaser's exempt purchaser status as the Corporation may
                  reasonably request; or

            (iii) is  purchasing   pursuant  to  a  statutory  exemption  or  an
                  exemption order  permitting such purchase,  which exemption or
                  order has the  effect of  eliminating  any  requirement  for a
                  prospectus  or similar  disclosure  document in respect of the
                  purchase of Common Shares by the Purchaser,  and shall deliver
                  to  the   Corporation   such   further   particulars   of  the
                  exemption(s)  or order(s) and the  Purchaser's  qualifications
                  thereunder as the Corporation may request.

      (f)   ABSENCE  OF  OFFERING  MEMORANDUM.   Except  for  this  Subscription
            Agreement and the Disclosure  Documents (as defined below), the only
            documents, if any, delivered or otherwise furnished to the Purchaser
            in connection  with such offering and sale was a term sheet provided
            by the Agent and publicly available research reports,  memoranda and
            other  materials  concerning  the  Corporation  which  have not been
            prepared for delivery to, and review by,  prospective  purchasers in
            order to assist such purchasers in making an investment  decision in
            respect  of  the  Common  Shares,   which  documents  the  Purchaser
            acknowledges  do not,  individually or  collectively,  constitute an
            offering   memorandum   or  similar   document  and  have  not  been
            independently verified by the Agent;

      (g)   NO UNDISCLOSED  INFORMATION.  The Purchaser's  Common Shares are not
            being  purchased  by the  Purchaser  as a  result  of  any  material
            information  concerning the  Corporation  that has not been publicly
            disclosed  and the  Purchaser's  decision  to tender  this offer and
            acquire the Purchaser's  Common Shares has not been made as a result
            of any oral or written  representation  as to fact or otherwise made
            by or on behalf of the  Corporation,  the Agent or any other  person
            and is based entirely upon currently  available  public  information
            concerning the Corporation;

      (h)   INVESTMENT  SUITABILITY.   The  Purchaser  has  such  knowledge  and
            experience  in financial  and  business  affairs as to be capable of
            evaluating the merits and risks of the  investment  hereunder in the
            Purchaser's  Common  Shares and is able to bear the economic risk of
            loss of such investment; and

                                      -8-
<PAGE>


      (i)   LEGAL ADVISORS. In connection with the Purchaser's investment in the
            Common Shares,  the Purchaser has not relied upon the Corporation or
            the  Corporation's  legal  counsel or  advisors  or the Agent or the
            Agent's  legal  counsel or  advisors  for  investment,  legal or tax
            advice,  and has, if desired,  in all cases sought the advice of the
            Purchaser's own personal investment  advisor,  legal counsel and tax
            advisors,   and  the   Purchaser   is  either   experienced   in  or
            knowledgeable  with  regard to the  affairs of the  Corporation  or,
            either alone or with its professional advisors, is capable by reason
            of knowledge and  experience  in financial  and business  matters in
            general, and investments in particular, of evaluating the merits and
            risks of an investment in the Common Shares,  and it is able to bear
            the  economic  risk of an  investment  in the Common  Shares and can
            otherwise be reasonably  assumed to have the capacity to protect its
            own interest in connection with the investment.

      (j)   ACCREDITED INVESTOR STATUS. The Purchaser:

            (i)   is an  "Accredited  Investor," as such term is defined in Rule
                  501 of  Regulation  D of the 1933  Act,  as  evidenced  in the
                  questionnaire  attached  as  Schedule  B to this  Subscription
                  Agreement (the "Investor Questionnaire");

            (ii)  represents and warrants that the  information  provided to the
                  Corporation  in the  Investor  Questionnaire,  and  any  other
                  information  provided to the Corporation by the Purchaser,  is
                  true, complete and correct in all material respects; and

            (iii) understands  that the Common Shares are being offered and sold
                  in reliance upon  specific  exemptions  from the  registration
                  requirements  of United  States  federal and state  securities
                  laws and that the  Corporation  is relying  upon the truth and
                  accuracy  of  the  representations,   warranties,  agreements,
                  acknowledgements  and  understandings  set forth herein and in
                  the  Investor   Questionnaire   in  order  to  determine   the
                  applicability  of such  exemptions and the  suitability of the
                  undersigned to acquire the Common Shares;

      (k)   SECURITIES  FILINGS.  The  Purchaser  acknowledges  that it has been
            provided with the opportunity to review and to receive copies of the
            following  documents,  which have been filed by the Corporation with
            the SEC  pursuant  to the 1934 Act  (collectively,  the  "Disclosure
            Documents"):  (i) the  Corporation's  Annual Report on Form 10-K, as
            amended,   for  the  fiscal  year  ended  May  31,  2003;  (ii)  the
            Corporation's  Quarterly  Report on Form 10-Q for the quarter  ended
            August 31, 2003; and (iii) the  Corporation's  proxy  statement with
            respect to its 2003 annual meeting; and

      (l)   ACCESS TO INFORMATION.  The Purchaser  acknowledges that it has been
            afforded the  opportunity  to ask questions of, and receive  answers
            from, the Corporation  concerning the Purchaser's  Common Shares and
            the  terms  and  conditions  of  the  offering  and  to  obtain  any
            additional  information  the  Purchaser  may  consider  necessary in
            making an  informed  investment  decision  or in order to verify the
            accuracy of any information set forth in this Subscription Agreement
            or otherwise provided to the Purchaser.

            The   Purchaser   acknowledges   and  agrees   that  the   foregoing
representations  and  warranties are made by it with the intention that they may
be relied upon in determining its eligibility or (if applicable) the eligibility
of  others  on  whose  behalf  it  is  contracting  hereunder  to  purchase  the
Purchaser's Common Shares under relevant securities  legislation.  The Purchaser
further agrees that by accepting  delivery of the  Purchaser's  Common Shares on
the Closing Date, it shall be  representing  and  warranting  that the foregoing

                                      -9-
<PAGE>

representations  and warranties are true and correct as at the Closing Date with
the same force and effect as if they had been made by the  Purchaser at the time
of the Closing and that they shall  survive the purchase by the Purchaser of the
Purchaser's   Common  Shares  and  shall  continue  in  full  force  and  effect
notwithstanding  any subsequent  disposition by the Purchaser of the Purchaser's
Common Shares. The Purchaser undertakes to notify the Corporation immediately of
any change in any representation,  warranty or other information relating to the
Purchaser set forth herein which takes place prior to the Closing Time.

10. PURCHASER'S ACKNOWLEDGEMENTS.

      (a)   PRIVATE PLACEMENT EXEMPTIONS.  The Purchaser hereby acknowledges and
            agrees that the Offering is being made pursuant to Private Placement
            Exemptions.  As a result of the  Corporation's  reliance  on Private
            Placement   Exemptions,   the  Common  Shares  will  be  subject  to
            restrictions on resale and  transferability  contained in applicable
            securities  legislation,  as well as any  restrictions on resale and
            transferability  imposed by the Stock  Exchanges.  The Common Shares
            may not be sold or otherwise transferred unless the sale or transfer
            is  made  in  accordance  with  the  provisions  of  all  applicable
            securities laws and Stock Exchanges requirements.  Such restrictions
            will require the appropriate legending of the Common Shares.

      (b)   RESTRICTED  SECURITIES.  The Purchaser  understands  that the Common
            Shares have not been  registered  under the 1933 Act, by reason of a
            specific exemption from the registration  provisions of the 1933 Act
            which depends upon, among other things,  the bona fide nature of the
            investment    intent   and   the   accuracy   of   the   Purchaser's
            representations as expressed herein. The Purchaser  understands that
            the Common Shares are "restricted  securities" under applicable U.S.
            Securities Laws and that, pursuant to those laws, the Purchaser must
            hold the Common  Shares  indefinitely  unless the Common  Shares are
            registered with the Securities and Exchange Commission and qualified
            by state  authorities,  or an exemption from such  registration  and
            qualification  requirements is available.  The Purchaser acknowledge
            that the Corporation has under the terms of the Agency  Agreement an
            obligation to use its commercial best efforts to register or qualify
            the Common  Shares for resale  within 45 days  following  Closing as
            more  specifically  provided  for in the  Agency  Agreement  and the
            Registration Rights Agreement.

      (c)   NO  APPROVAL  BY  GOVERNMENT  AUTHORITY.  No  agency,   governmental
            authority,  regulatory body, stock exchange or other entity has made
            any finding or  determination as to the merit for investment of, nor
            have  any  such  agencies  or  governmental   authorities  made  any
            recommendation or endorsement with respect to, the offer and sale of
            the Common Shares;

      (d)   ACCESS  TO  INFORMATION.  The  Purchaser  has had  access to and has
            received all such  information  concerning the Corporation  that the
            Purchaser  has   considered   necessary  in   connection   with  the
            Purchaser's investment decision;

      (e)   RELIANCE.   The   Corporation   and  the  Agent  will  rely  on  the
            acknowledgments,  representations  and  warranties  made  herein  or
            otherwise provided by the Purchaser to the Corporation in completing
            the sale and issue of the Common Shares to the Purchaser; and

      (f)   FILING OF FORM  45-501F2.  As a resident of the Province of Ontario,
            the  Purchaser  acknowledges  that it  must  file a  report  on Form
            45-501F2 with the Ontario Securities  Commission,  within 10 days of
            any disposition of the Purchaser's Common Shares.

                                      -10-
<PAGE>

11. NO INVESTIGATION  BY THE AGENT.  The Purchaser  acknowledges and agrees that
the Agent assumes no  responsibility  or liability of any nature  whatsoever for
the  accuracy  or  adequacy  of  the  SEC  Filings  or  any  publicly  available
information  concerning  the  Corporation  or  as  to  whether  all  information
concerning the Corporation  required to be disclosed by the Corporation has been
generally  disclosed.  The Purchaser  further  acknowledges  and agrees that the
Agent has not engaged in or conducted any independent investigation with respect
to the Corporation or any such information contained in the SEC Filings.

12. PURCHASER'S EXPENSES.  The Purchaser  acknowledges and agrees that except as
otherwise  provided  herein or in the Agency  Agreement,  all costs and expenses
incurred  by the  Purchaser  (including  any fees and  disbursements  of special
counsel retained by the Purchaser) relating to the purchase of the Common Shares
shall be borne by the Purchaser.


13. RESALE  RESTRICTIONS.  The Purchaser  understands and acknowledges  that the
Purchaser's  Common Shares will be subject to certain resale  restrictions under
applicable  Canadian  Securities Laws and U.S. Securities Laws and the Purchaser
agrees to comply with such restrictions. The Purchaser also acknowledges that it
has been advised to consult its own legal  advisors  with respect to  applicable
resale  restrictions  and  that  it  is  solely  responsible  (and  neither  the
Corporation nor the Agent are in any manner responsible) for complying with such
restrictions.

            For purposes of  complying  with the  Canadian  Securities  Laws and
Multilateral   Instrument  45-102  Resale  of  Securities,   and  the  Purchaser
understands  and   acknowledges   that  upon  their  issuance  the  certificates
representing the Common Shares shall bear the following legends:


      (i) "UNLESS  PERMITTED  UNDER  SECURITIES  LEGISLATION,  THE HOLDER OF THE
      SECURITIES  SHALL NOT TRADE THE  SECURITIES  BEFORE THE EARLIER OF (I) THE
      DATE THAT IS 12 MONTHS AND A DAY AFTER THE DATE THE ISSUER  FIRST BECAME A
      REPORTING  ISSUER IN ANY OF  ALBERTA,  BRITISH  COLUMBIA,  MANITOBA,  NOVA
      SCOTIA, ONTARIO, QUEBEC AND SASKATCHEWAN,  IF THE ISSUER IS A SEDAR FILER;
      AND (II) THE DATE THAT IS 12  MONTHS  AND A DAY AFTER THE LATER OF (A) THE
      DISTRIBUTION  DATE, AND (B) THE DATE THE ISSUER BECAME A REPORTING  ISSUER
      IN THE LOCAL  JURISDICTION OF THE PURCHASER OF THE SECURITIES THAT ARE THE
      SUBJECT OF THE TRADE."


      (ii)  "THE  SECURITIES   EVIDENCED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
      REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  HAVE  BEEN  TAKEN  FOR
      INVESTMENT  AND MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS A  REGISTRATION
      STATEMENT  UNDER THE  FEDERAL  SECURITIES  ACT OF 1933,  AS  AMENDED  WITH
      RESPECT  TO THESE  SHARES,  IS THEN IN  EFFECT  OR AN  EXEMPTION  FROM THE
      REGISTRATION  REQUIREMENTS  OF THE ACT IS THEN IN FACT  APPLICABLE  TO THE
      OFFER OR SALE."


If required by the  authorities of any state in connection with the issuance and
sale of Common  Shares,  the  legend  required  by such  state  authority  under
applicable "Blue Sky" laws.


14. Upon Rule 144(k) under the 1933 becoming  available,  the Corporation shall,
upon an Purchaser's written request,  promptly cause certificates evidencing the
Common  Shares to be replaced  with  certificates  which do not the  restrictive
legend set forth in Section 13(b).


15.  LEGAL AND TAX  ADVICE.  The  Purchaser  acknowledges  and agrees that it is
solely  responsible  for  obtaining  such  legal  advice  and tax  advice  as it

                                      -11-
<PAGE>

considers appropriate in connection with the execution, delivery and performance
by it of this  Subscription  Agreement and the  completion  of the  transactions
contemplated hereby.

16. NO STATUTORY  RIGHT OF RESCISSION OR DAMAGES;  ADDITIONAL  ACKNOWLEDGEMENTS.
The Purchaser  acknowledges  and agrees that:  (a) no  securities  commission or
similar  regulatory  authority  has  reviewed  or  passed  on the  merits of the
Purchaser's  Common  Shares;  (b)  there is no  government  or  other  insurance
covering the  Purchaser's  Common  Shares;  (c) the purchase of the  Purchaser's
Common Shares is a speculative  investment and there are risks  associated  with
the purchase of the Purchaser's Common Shares; (d) there are restrictions on the
Purchaser's  ability to resell the securities  comprising the Purchaser's Common
Shares,  and it is the  responsibility  of the Purchaser to determine what those
restrictions are and to comply with them before selling such securities, and (e)
the  Corporation has advised the Purchaser that the Corporation is relying on an
exemption from the  requirements  to provide the Purchaser with a prospectus and
to sell  securities  through a person  registered to sell  securities  under the
Canadian  Securities  Laws and, as a  consequence  of  acquiring  Common  Shares
pursuant to the Private Placement Exemptions:  (i) the Purchaser may not receive
information  that might  otherwise  be  required  to be provided to it under the
Canadian  Securities  Laws;  and (ii) certain  protections,  rights and remedies
provided  by  the  Canadian  Securities  Laws,  including  statutory  rights  of
rescission or damages, will not be available to the Purchaser.

17. NO  REVOCATION.  The  Purchaser  agrees that this offer is made for valuable
consideration and may not be withdrawn,  cancelled, terminated or revoked by the
Purchaser without the consent of the Corporation.

18. INDEMNITY.  Each of the Agent and the Corporation is entitled to rely on the
statements, representations, warranties and covenants of the Purchaser contained
in this  Subscription  Agreement  including the schedules  attached hereto.  The
Purchaser  agrees to indemnify and hold harmless the  Corporation  and the Agent
and their  respective  directors,  officers,  employees,  agents,  advisers  and
shareholders  from and against any and all loss,  liability,  claim,  damage and
expense whatsoever  (including,  but not limited to, any and all fees, costs and
expenses whatsoever reasonably incurred in investigating, preparing or defending
against any claim, law suit,  administrative proceeding or investigation whether
commenced  or  threatened)  arising out of or based upon any  representation  or
warranty of the Purchaser  contained herein or in any document  furnished by the
Purchaser to the Corporation or the Agent in connection herewith being untrue in
any  material  respect or any breach or failure by the  Purchaser to comply with
any  covenant  or  agreement  made by the  Purchaser  herein or in any  document
furnished  by the  Purchaser  to the  Corporation  or the  Agent  in  connection
herewith.

19.  MODIFICATION.  Subject  to the  terms  hereof,  neither  this  Subscription
Agreement nor any  provision  hereof shall be modified,  changed,  discharged or
terminated  except by an instrument in writing  signed by the party against whom
any waiver, change, discharge or termination is sought.

20. ASSIGNMENT. The terms and provisions of this Subscription Agreement shall be
binding  upon and enure to the benefit of the  Purchaser,  the  Corporation  and
their respective successors,  heirs, executors,  legal personal  representatives
and assigns;  provided that this Subscription  Agreement shall not be assignable
by any party without the prior written consent of the other party.

21.  MISCELLANEOUS.  All representations,  warranties,  agreements and covenants
made or deemed to be made by the Purchaser herein will survive the execution and
delivery,  and  acceptance,  of this offer and the  Closing.  This  Subscription
Agreement  may be  executed  in any number of  counterparts,  each of which when
delivered,  either  in  original  or  facsimile  form,  shall be deemed to be an
original and all of which together shall constitute one and the same document.

                                      -12-
<PAGE>


22.  GOVERNING  LAW.  This  Subscription  Agreement  shall  be  governed  by and
construed in accordance with the laws of the Province of Ontario and the federal
laws of Canada  applicable  therein.  The  Purchaser  on its own behalf  and, if
applicable,  on behalf of others for whom it is  contracting  hereunder,  hereby
irrevocably attorns to the jurisdiction of the courts of the Province of Ontario
with respect to any matters arising out of this Subscription Agreement.

23.  FACSIMILE  SUBSCRIPTIONS.  The  Corporation  shall be  entitled  to rely on
delivery  by  facsimile  machine  of  an  executed  copy  of  this  Subscription
Agreement,  including  the completed  Schedules  hereto,  and  acceptance by the
Corporation of such facsimile copy shall be legally  effective to create a valid
and binding  agreement  between the Purchaser and the  Corporation in accordance
with the terms hereof.

24. ENTIRE AGREEMENT AND HEADINGS.  This Subscription  Agreement  (including the
Schedules  hereto)  contains the entire agreement of the parties hereto relating
to the subject  matter  hereof and there are no  representations,  covenants  or
other  agreements  relating to the  subject  matter  hereof  except as stated or
referred to herein or in the Agency Agreement.  This Subscription  Agreement may
be amended or modified in any respect by written  instrument  only. The headings
contained  herein are for convenience  only and shall not affect the meanings or
interpretation hereof.

25. AGENT'S FEE. The Purchaser  acknowledges  that the  Corporation has retained
the Agent to act as the Agent in connection with the Offering.  For the services
rendered by the Agent in such capacity,  the  Corporation  has agreed to pay the
Agent a cash  commission of 7.0% of the gross proceeds of the Offering  received
by the Corporation. In addition, as part consideration for the services rendered
by the Agent,  the Corporation has agreed,  subject to regulatory  approval,  to
issue Agent's  Warrants  excersiable  at any time up to 24 months  following the
Closing Date  entitling the Agent to purchase that number of Common Shares equal
to 10% of the  number of Common  Shares  sold  pursuant  to the  Offering  at an
exercise  price equal to $1.60 per Common Share.  In addition,  the  Corporation
will pay the expenses of the Agent in connection with the Offering as set out in
the Agency Agreement.

26. SURVIVAL.  This Subscription  Agreement,  including  without  limitation the
representation,  warranties and covenants  contained  herein,  shall survive and
continue in full force and effect for the twelve (12) month period following the
Closing  Date,  and shall be  binding  upon the  Purchaser  notwithstanding  the
completion  of the  purchase  of the  Common  Shares by the  Purchaser  pursuant
hereto,  the  completion of the Offering of the Common Shares and any subsequent
disposition in accordance with the applicable U.S.  Securities Laws and Canadian
Securities Laws by the Purchaser of the Purchaser's Common Shares.

27.  TIME  OF  ESSENCE.  Time  shall  be of the  essence  of  this  Subscription
Agreement.

28.  EFFECTIVE DATE. This  Subscription  Agreement is intended to and shall take
effect on the Closing  Date,  notwithstanding  its actual date of  execution  or
delivery by any of the parties.





                         [Signatures on following page.]

                                      -13-
<PAGE>


IN WITNESS WHEREOF the undersigned has executed this  Subscription  Agreement on
the ____ day of December, 2003.






--------------------------------------  ----------------------------------------
Signature of Purchaser                  Name  of  Purchaser
(if an individual)                      (if not an individual)

                                        Per:
--------------------------------------       -----------------------------------
Name of Purchaser (if an individual)         Title

------------------------------------
Social Insurance Number
(if an individual)


                                   ACCEPTANCE

            The foregoing is acknowledged,  accepted and agreed to this ____ day
of December, 2003





                                        WORKSTREAM INC.


                                        Per: /s/ Michael Mullarkey
                                             ---------------------------------
                                             Authorized Signatory


                                      -14-
<PAGE>


                                   SCHEDULE A


                   PURCHASERS OF WORKSTREAM INC. COMMON SHARES

--------------------------------------------------------------------------------

NAME                                        NO. OF SHARES   PURCHASE PRICE
--------------------------------------------------------------------------------

AGF Growth Equity Fund                        660,400         $1,056,640
--------------------------------------------------------------------------------

BTR Global Arbitrage Trading Limited          468,750          $750,000
--------------------------------------------------------------------------------

Northern Rivers Innovation Fund               192,500          $308,000
--------------------------------------------------------------------------------

Delta One Northern Rivers Fund                 19,250          $30,800
--------------------------------------------------------------------------------

Nadal Investments Limited                      28,875          $46,200
--------------------------------------------------------------------------------

Hedda Zaionz                                   6,250           $10,000
--------------------------------------------------------------------------------

Bernard Zaionz                                 12,500          $20,000
--------------------------------------------------------------------------------

Charles Zaionz                                 12,500          $20,000
--------------------------------------------------------------------------------

HJG Partnership                               125,000          $200,000
--------------------------------------------------------------------------------

1120288 Ontario Ltd.                           21,875          $35,000
--------------------------------------------------------------------------------

DGM Bank & Trust Inc.                          71,875          $115,000
--------------------------------------------------------------------------------

Romeo DiBattista                              109,875          $175,800
--------------------------------------------------------------------------------

IG AGF CDN Diversified Growth Class            1,200            $1,920
--------------------------------------------------------------------------------

London Life Growth Equity Fund                 97,500          $156,000
--------------------------------------------------------------------------------

GWL Growth Equity Fund                         55,800          $89,280
--------------------------------------------------------------------------------

IG AGF Canadian Diversified Growth Fund       122,100          $195,360
--------------------------------------------------------------------------------

Front Street Investment Management Inc.       65,625          $105,000
--------------------------------------------------------------------------------

Casurina Performance Fund                      98,125          $157,000
--------------------------------------------------------------------------------

Front Street Canadian Hedge                    28,125          $45,000
--------------------------------------------------------------------------------

Delf Investment & Construction Inc.            31,250          $50,000
--------------------------------------------------------------------------------

Casurina Limited Partnership                  251,875          $403,000
--------------------------------------------------------------------------------

Blumont Strategic Partnership                  18,750          $30,000
--------------------------------------------------------------------------------