EXHIBIT 10.5


                          SECURITIES PURCHASE AGREEMENT


      THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is entered into as of
December  31, 2003 by and among  Workstream  Inc.,  a Canada  corporation,  with
offices at 495 March Road,  Suite 300,  Ottawa,  Ontario,  Canada  K2K-3G1  (the
"Company"),  and Sunrise Securities  Corporation,  a corporation with offices at
6411 Lexington Avenue, 25th Floor, New York, NY 10022 (the "Purchaser").

                                    RECITALS


WHEREAS,  the Purchaser has acted as the agent of the Company in connection with
the offer for sale (the  "Offering")  in United States of up to U.S.  $1,600,000
worth of the  Company's  Common  Shares,  no par value per  share  (the  "Common
Shares"), at a price of U.S. $1.60 per Common Share; and

WHEREAS,  in  consideration  for the services the  Purchaser has rendered to the
Company in connection  with the Offering,  (a)the Company  desires to compensate
the  Purchaser  by paying the  Purchaser a cash  commission  equal to 10% of the
gross  proceeds  received by the Company in  connection  with the Offering  (the
"Commission"), and (b) the Purchaser desires to issue the Purchaser a warrant to
purchase  that  number  of  Common  Shares  equal to 10% of the  gross  proceeds
received by the Company in connection  with the Offering at an exercise price of
U.S.  $1.60 per  Common  Share in the form  attached  hereto  as  Exhibit A (the
"Warrant").

                                    AGREEMENT


      In  consideration  of the mutual promises  contained herein and other good
and valuable consideration, receipt of which is hereby acknowledged, the parties
to this Agreement agree as follows:

      1.  Purchase and Sale of Shares.

          (a) Purchase and Sale of Shares.  Subject to the terms and  conditions
of this  Agreement,  the Company  agrees to pay the Purchaser the Commission and
issue the Warrant to the  Purchaser  or its  designee in  consideration  for the
services it provided to the Company in connection with the Offering.

          (b) Closings: Delivery. The payment of the Commission and the issuance
of the  Warrant  shall take place at the  offices  of  Perley-Robertson,  Hill &
McDougall LLP, 90 Sparks Street,  4th Floor,  Ottawa,  Ontario K1P 1E2, at 10:00
a.m., on the 31st day of December,  2003, or at such other time and place as the
Company and the Purchaser  mutually agree upon, orally or in writing (which time
and place shall be designated as the "Closing").

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                                       2

      2.  Representations  and  Warranties  of the Company.  The Company  hereby
represents and warrants to the Purchaser as follows:

           (a)  Organization,   Good  Standing  and  Power.  The  Company  is  a
corporation duly  incorporated,  validly existing and in good standing under the
laws of Canada  and has all  requisite  corporate  authority  to own,  lease and
operate  its  properties  and assets and to carry on its  business  as now being
conducted.  The Company is duly  qualified or licensed as a foreign  corporation
and is in good standing in all jurisdictions where the nature of its business or
property makes such  qualification or licensing  necessary and where the failure
to do so would have a material  adverse  effect on its  condition  (financial or
otherwise),  business,  properties,  assets,  liabilities  (including contingent
liabilities) or results of operations of the Company and its subsidiaries, taken
as a whole (hereinafter a "Material Adverse Effect").

           (b)  Corporate  Power.  The  Company  will  have at the  Closing  all
requisite legal and corporate power to execute and deliver this Agreement and to
consummate any other  transactions  contemplated by the terms of this Agreement,
and to carry out and perform its obligations under the terms of this Agreement.

           (c) Authorization, Enforcement. (i) The execution and delivery of the
Agreement  by  the  Company  and  the  consummation  by it of  the  transactions
contemplated  hereby have been duly authorized by all necessary corporate action
and no further consent or authorization of the Company or its Board of Directors
or stockholders is required,  and (ii) this Agreement has been duly executed and
delivered  by the  Company,  and at the  Closing  shall  constitute  a valid and
binding obligation of the Company  enforceable against the Company in accordance
with its terms,  except as such  enforceability  may be  limited  by  applicable
bankruptcy,     insolvency,     reorganization,     moratorium,     liquidation,
conservatorship,   receivership  or  similar  laws  relating  to,  or  affecting
generally  the  enforcement  of,  creditor's  rights  and  remedies  or by other
equitable principles of general application.

           (d) Capitalization

               The  authorized  capital  stock of  the  Company  consists  of an
unlimited  number of shares of Common  Shares,  of which as of December 2, 2003,
23,200,659 Common Shares were issued and outstanding, and an unlimited number of
shares of Class A Preferred  Shares,  of which as of December 2, 2003,  0 shares
were issued and  outstanding.  The  outstanding  shares of capital  stock of the
Company  have  been duly  authorized  and  validly  issued,  are fully  paid and
nonassessable,  and were  issued  in  material  compliance  with all  applicable
federal and state securities laws.

           (e)  Solvency.  The  Company is solvent  after  giving  effect to the
transactions contemplated by this Agreement.

           (f) No Conflicts.  The  execution,  delivery and  performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated  herein  do not and  will  not (i)  violate  any  provision  of the
Company's Charter or Bylaws,  (ii) conflict with, or constitute a default (or an
event which with notice or lapse of time or both would become a default)  under,
or  give to  others  any  rights  of  termination,  amendment,  acceleration  or

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cancellation of, any agreement,  mortgage, deed of trust, indenture, note, bond,
license,  lease  agreement,  instrument  or obligation to which the Company is a
party,  (iii) create or impose a lien,  charge or encumbrance on any property of
the Company  under any  agreement  or any  commitment  to which the Company is a
party or by which  the  Company  is  bound  or by  which  any of its  respective
properties  or assets are bound,  or (iv) result in a violation  of any federal,
state,  local or other foreign statute,  rule,  regulation,  order,  judgment or
decree  (including  any  federal  or  state  securities  laws  and  regulations)
applicable to the Company or any of its subsidiaries or by which any property or
asset of the Company or any of its subsidiaries are bound, except, in all cases,
for  such   conflicts,   defaults,   termination,   amendments,   accelerations,
cancellations  and  violations as would not,  individually  or in the aggregate,
have a  Material  Adverse  Effect.  The  business  of the  Company  is not being
conducted  in  violation  of  any  laws,   ordinances  or   regulations  of  any
governmental entity,  except for violations which singularly or in the aggregate
do not and will not have a Material Adverse Effect.  The Company is not required
under any federal, state or local law, rule or regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental  agency in order for it to  execute,  deliver or perform any of its
obligations  under this  Agreement,  or issue and sell the Warrant in accordance
with the terms hereof  (other than any filings  which may be required to be made
by the Company with the United States  Securities and Exchange  Commission  (the
"SEC") or state securities administrators ); provided, however, that for purpose
of the  representations  made in this  sentence,  the  Company is  assuming  and
relying upon the accuracy of the relevant  representations and agreements of the
Purchaser herein.

           (g)  Compliance  with Law. The Company has all  franchises,  permits,
licenses,  consents and other  governmental  or  regulatory  authorizations  and
approvals  necessary  for the conduct of its business as now being  conducted by
it,  except  for  such  franchises,   permits,  licenses,   consents  and  other
governmental or regulatory  authorizations and approvals the failure of which to
hold, individually or in the aggregate, could not reasonably be expected to have
a Material Adverse Effect.

           (h) SEC  Reports.  The  Company  has  filed  in a timely  manner  all
documents  that the Company was required to file under the  Securities  Exchange
Act of 1934, as amended (the "Exchange Act"), during the 12 months preceding the
date of this  Agreement and such  documents  complied as to form in all material
respects with the SEC's  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 they were made not misleading.

           (i) Books and  Records.  The  records  and  documents  of the Company
accurately  reflect in all  material  respects the  information  relating to the
business of the  Company,  the location and  collection  of its assets,  and the
nature of all transactions giving rise to the obligations or accounts receivable
of the Company.

           (j)  Securities  Laws.  The Company has complied and will comply with
all applicable  federal and state  securities laws in connection with the offer,
issuance  and sale of the  Warrant  hereunder.  Neither  the  Company nor anyone
acting on its behalf, directly or indirectly, has or will sell, offer to sell or
solicit  offers to buy the Warrant or similar  securities  to, or solicit

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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 Warrant under the registration  provisions
of the Securities Act of 1933, as amended (the "Securities Act"), and applicable
state  securities laws.  Neither the Company 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 Securities Act) in connection with the offer or sale of the Warrant.

      3.  Representations and Warranties of the Purchaser.  The Purchaser hereby
represents and warrants to the Company that:

          (a)  Corporate  Power.  The  Purchaser  has  all  requisite  legal and
corporate  power to execute and deliver this  Agreement  and to  consummate  any
other transactions contemplated by the terms of this Agreement, and to carry out
and perform its obligations under the terms of this Agreement.

          (b)  Authorization, Enforcement. (i) The execution and delivery of the
Agreement  by the  Purchaser  and  the  consummation  by it of the  transactions
contemplated  hereby has been duly  authorized  by all  necessary  action and no
further consent or authorization  is required,  and (ii) this Agreement has been
duly executed and delivered by the Purchaser and constitutes a valid and binding
obligation of the Purchaser enforceable against the Purchaser in accordance with
its  terms,   except  as  such  enforceability  may  be  limited  by  applicable
bankruptcy,     insolvency,     reorganization,     moratorium,     liquidation,
conservatorship,   receivership  or  similar  laws  relating  to,  or  affecting
generally  the  enforcement  of,  creditor's  rights  and  remedies  or by other
equitable principles of general application.

          (c)  Purchase Entirely for Own Account.  The Warrant to be acquired by
the  Purchaser,  including  the Common  Shares  issuable  upon  exercise  of the
Warrant, will be acquired for investment for the Purchaser's own account, not as
a nominee  or agent,  and not with a view to the resale or  distribution  of any
part thereof,  and the Purchaser has no present  intention of selling,  granting
any participation in, or otherwise  distributing the same. The Purchaser has not
been formed for the specific  purpose of acquiring  the Warrant,  including  the
Common Shares issuable upon exercise of the Warrant.

          (d)  Knowledge.  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 Warrant,  including the Common Shares
issuable upon exercise of the Warrant,  and is able to bear the economic risk of
loss of such investment.

          (e)  Restricted  Securities.   The  Purchaser  understands  that   the
Warrant, including the Common Shares issuable upon exercise of the Warrant, have
not been,  and will not be,  registered  under the  Securities  Act of 1933,  as
amended  (the  "Securities  Act"),  by reason of a specific  exemption  from the
registration  provisions of the Securities  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 Warrant,  including the Common Shares issuable upon exercise of the Warrant,
are "restricted  securities"  under applicable U.S. federal and state securities
laws and that,  pursuant to these laws,  the

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Purchaser  must hold the Warrant,  including  the Common  Shares  issuable  upon
exercise of the Warrant,  indefinitely unless the Warrant,  including the Common
Shares  issuable upon exercise of the Warrant,  are registered  with the SEC and
qualified by state  authorities,  or an  exemption  from such  registration  and
qualification  requirements is available.  The Purchaser  acknowledges  that the
Company has no  obligation  to register or qualify the  Warrant,  including  the
Common Shares issuable upon exercise of the Warrant,  for resale.  The Purchaser
further  acknowledges that if an exemption from registration or qualification is
available,  it may be conditioned  on various  requirements  including,  but not
limited  to, the time and manner of sale,  the holding  period for the  Warrant,
including  the Common  Shares  issuable  upon  exercise of the  Warrant,  and on
requirements  relating  to the  Company  which are  outside  of the  Purchaser's
control,  and which the  Company is under no  obligation  and may not be able to
satisfy.

          (f) No Public Market. The Purchaser  understands that no public market
now exists for the Warrant,  including the Common Shares  issuable upon exercise
of the Warrant, and that the Company has made no assurances that a public market
will ever exist for the  Warrant,  including  the Common  Shares  issuable  upon
exercise of the Warrant.

          (g) Legends. The Purchaser understands that the Warrant, including the
Common Shares issuable upon exercise of the Warrant,  may bear one or all of the
following legends.

              (i) "THE  SECURITY  REPRESENTED BY THIS  CERTIFICATE  HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
AND HAS BEEN  ACQUIRED FOR  INVESTMENT  AND NOT FOR A VIEW TO, OR IN  CONNECTION
WITH, THE SALE OR  DISTRIBUTION  THEREOF.  NO SUCH SALE OR  DISTRIBUTION  MAY BE
AFFECTED  WITHOUT AN  EFFECTIVE  REGISTRATION  STATEMENT  RELATED  THERETO OR AN
OPINION OF COUNSEL IN A FORM  SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER THE SECURITIES ACT.

              (ii) Any  legend required by the Blue Sky laws of any state to the
extent such laws are  applicable  to the Warrant,  including  the Common  Shares
issuable  upon  exercise  of the  Warrant,  represented  by the  certificate  so
legended.

          (h) Accredited Investor Status. The Purchaser:

              (i)   is  an  "Accredited  Investor,"  as such term  is defined in
Rule 501 of Regulation D of the Securities Act;

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

              (iii) understands  that  the Warrant,  including the Common Shares
issuable  upon  exercise of the Warrant,  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 Company is relying upon the truth
and accuracy of the representations,  warranties,  agreements,  acknowledgements
and  understandings  set forth herein in order to determine the

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                                       6

applicability  of such  exemptions  and the  suitability  of the  undersigned to
acquire the Warrant,  including the Common Shares  issuable upon exercise of the
Warrant.

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

          (j) Access to Information. The Purchaser acknowledges that it has been
furnished all materials relating to the Company and its activities, and has been
afforded the  opportunity  to ask  questions of, and receive  answers from,  the
Company  concerning  the Warrant and the Common  Shares  issuable  upon exercise
thereof,  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 Agreement or otherwise provided to the Purchaser.

          (k) Additional Information. The Purchaser will supply the Company with
such other facts as from time to time are deemed necessary or desirable in order
to ascertain that no violation has occurred of any securities laws of the United
States or any other relevant jurisdiction, including the Securities Act.

          (l) Broker-Dealer. The Purchaser is duly registered as a broker-dealer
under  the  Exchange  Act and as a  broker-dealer  under  any  applicable  state
securities laws

          (m) No Solicitation.  Neither the Purchaser 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 Securities Act) in connection with the Offering.

          (n) Canadian  Offering.  The Purchaser  acknowledges that prior to the
date hereof, the Company sold up to U.S.  $4,000,000 of Common Shares to various
purchasers  in Canada and pay the Company's  agent a cash  commission of 7.0% of
the gross  proceeds  of such  offering  received by the Company and a warrant to
purchase  that  number of  Common  Shares  equal to 10% of the  number of Common
Shares sold pursuant to the offering.

      4.  Conditions of the Purchaser's Obligations at Closing.  The obligations
of the  Purchaser  to the  Company  under  this  Agreement  are  subject  to the
fulfillment,  on or before the  Closing,  of each of the  following  conditions,
unless otherwise waived:

          (a) Representations and Warranties. The representations and warranties
of the  Company  contained  in  Section 2 hereof  shall be true on and as of the
Closing with the same effect as though such  representations  and warranties had
been made on and as of the date of the Closing.

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                                       7

          (b) Qualifications. All authorizations,  approvals or permits, if any,
of any governmental  authority or regulatory body of the United States or of any
state that are required in connection  with the lawful  issuance and sale of the
Warrant  pursuant to this  Agreement  shall be obtained and  effective as of the
Closing.

          (c)  Performance;  Proceedings  and Documents.  The Company shall have
performed and complied with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by it on or
before the Closing and all corporate and other  proceedings  in connection  with
the transactions  contemplated at the Closing and all documents incident thereto
shall be reasonably  satisfactory  in form and substance to the  Purchaser,  and
they shall have  received all such  counterpart  original and certified or other
copies of such documents as they may reasonably request.

          (g) Registration Rights. The Company, the Purchaser and the purchasers
of the Common  Shares in the Offering  shall have  entered  into a  Registration
Rights Agreement in substantially the form attached hereto as Exhibit B.

          (d)  Warrant.  The  Company  shall have  executed  and  delivered  the
Warrant.

      5.  Conditions of the Company's Obligations at Closing. The obligations of
the  Company  to  the  Purchaser   under  this  Agreement  are  subject  to  the
fulfillment,  on or before the  Closing,  of each of the  following  conditions,
unless otherwise waived:

          (a) Representations and Warranties. The representations and warranties
of the  Purchaser  contained in Section 3 shall be true on and as of the Closing
with the same effect as though such representations and warranties had been made
on and as of the Closing.

          (b) Performance of Obligations. The Purchaser shall have performed and
complied with all agreements and conditions  herein  required to be performed or
complied with by him/her/it on or before the Closing.

          (c) Qualifications. All authorizations,  approvals or permits, if any,
of any governmental  authority or regulatory body of the United States or of any
state that are required in connection  with the lawful  issuance and sale of the
Warrant  pursuant to this  Agreement  shall be obtained and  effective as of the
Closing.

      6.  Miscellaneous.

          (a) Successors and Assigns. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective  successors and
assigns of the  parties.  Nothing in this  Agreement,  express  or  implied,  is
intended  to  confer  upon any  party  other  than the  parties  hereto or their
respective  successors  and  assigns  any  rights,   remedies,   obligations  or
liabilities under or by reason of this Agreement,  except as expressly  provided
in this Agreement.

          (b)  Governing  Law;  Jurisdiction.  This  Agreement  and all acts and
transactions  pursuant  hereto  and the rights and  obligations  of the  parties
hereto shall be governed,  construed and interpreted in accordance with the laws
of the Province of Ontario and the Country of Canada applicable therein, without
giving effect to principles of conflicts of law.

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                                       8

In  addition,  the  parties  hereto  agree  that (i) any legal  suit,  action or
proceeding  arising  out of or relating to this  Agreement  shall be  instituted
exclusively in the Ontario Superior Court of Justice in Ottawa, Ontario, Canada,
(ii) waive any objection  which the parties may have now or hereafter based upon
forum non conveniens or to the venue of any such suit, action or proceeding, and
(iii)  irrevocably  consent to the jurisdiction of the Ontario Superior Court of
Justice  in Ottawa,  Ontario,  Canada in any such  suit,  action or  proceeding.
FURTHER,  THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION TO ENFORCE
THIS AGREEMENT AND IN CONNECTION  WITH ANY DEFENSE,  COUNTERCLAIM OR CROSS CLAIM
ASSERTED IN ANY SUCH ACTION.

          (c)  Counterparts.  This  Agreement  may be  executed  in two or  more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall constitute one instrument.

          (d)  Titles and  Subtitles.  The  titles  and  subtitles  used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.

          (e)  Survival.   The  warranties,   representations,   agreements  and
covenants of the Company  contained in or made pursuant to this Agreement  shall
survive the execution and delivery of this Agreement and the Closing.

          (f) Notices.  Any notice required or permitted by this Agreement shall
be in  writing  and shall be deemed  sufficient  upon  receipt,  when  delivered
personally or by courier,  overnight delivery service or confirmed facsimile, or
forty-eight  (48)  hours  after  being  deposited  in the mail as  certified  or
registered mail with postage  prepaid,  if such notice is addressed to the party
to be  notified  as such  party's  address as set forth in the  recitals to this
Agreement or as subsequently modified by written notice.

          (g) Amendments and Waivers.  Any term of this Agreement may be amended
or waived only with the written consent of the Company and the Purchaser.

          (h) Severability. If one or more provisions of this Agreement are held
to be unenforceable  under applicable law, the parties agree to renegotiate such
provision in good faith, in order to maintain the economic  position  enjoyed by
each  party  as  close  as  possible  to  that  under  the  provision   rendered
unenforceable.  In the event that the parties cannot reach a mutually  agreeable
and enforceable  replacement  for such  provision,  then such provision shall be
excluded  form  this  Agreement,  and the  balance  of the  Agreement  shall  be
enforceable in accordance with its terms.

          (i) Entire Agreement.  This Agreement,  and the documents  referred to
herein, constitute the entire agreement between the parties hereto pertaining to
the subject  matter  hereof,  and any and all other  written or oral  agreements
existing between the parties hereto are expressly canceled.

          (j) Expenses. The Company and the Purchaser shall pay their respective
costs and expenses incurred with respect to the negotiation, execution, delivery
and performance of this Agreement.

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                         [signatures on following page]

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                                       10

      IN WITNESS  WHEREOF,  the parties have executed this  Securities  Purchase
Agreement as of the date first written above.


                                       COMPANY:

                                       WORKSTREAM INC.


                                       By:  /s/ Michael Mullarkey
                                            ---------------------------
                                            Name: Michael Mullarkey
                                            Title: Chairman and CEO


                                       PURCHASER:

                                       SUNRISE SECURITIES CORPORATION



                                       By:  /s/ Nathan Low
                                            ---------------------------
                                            Name:  Nathan Low
                                            Title: President