EXHIBIT 4.5


NEITHER THIS WARRANT NOR THE  SECURITIES  ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE BEEN REGISTERED UNDER THE UNITED STATES  SECURITIES ACT OF 1933, AS AMENDED
(THE "1933 ACT"),  OR UNDER ANY STATE  SECURITIES  LAWS AND NEITHER THIS WARRANT
NOR THE SECURITIES  ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE SOLD,  OFFERED
FOR SALE OR OTHERWISE  TRANSFERRED UNTIL (1) A REGISTRATION  STATEMENT UNDER THE
1933 ACT HAS BECOME EFFECTIVE WITH RESPECT THERETO OR (2) RECEIPT BY THE COMPANY
OF AN OPINION OF COUNSEL  SATIFACTORY  TO THE COMPANY THAT  REGISTRATION  IS NOT
REQUIRED UNDER THE 1933 ACT OR APPLICABLE STATE SECURITIES LAWS.

                            LOW'S WARRANTS TO ACQUIRE
                                  COMMON SHARES
                                       OF

                                 WORKSTREAM INC.
            (Incorporated under the Canada Business Corporations Act)


Number of Low's Warrants represented
by this Certificate:  100,000                   Certificate Number:
                     -------------------                             ----------

THIS  CERTIFIES  THAT,  for  value  received,  NATHAN A. LOW (the  "Holder")  is
entitled to  receive,  upon  exercise  at any time prior to 4:30 p.m.  (New York
time) on December  31, 2008 and payment of $1.60 per Low's  Warrant,  one common
share in the capital of Workstream Inc. (the  "Company"),  subject to adjustment
as herein set forth.  The following  provisions shall be applicable to the Low's
Warrants:


1.    Interpretation

      1.1   Currency

            All dollar  amounts  referred to herein  shall be in lawful money of
            the United States.

      1.2   Defined Terms

            As used  herein,  the  following  words and  phrases  shall have the
            following meanings respectively:

            "AGENT SECURITIES  PURCHASE AGREEMENT" means the securities purchase
            agreement  dated as of  December  11,  2003  between the Company and
            Sunrise Securities Corporation.

<PAGE>
                                                                              2.

            "BUSINESS DAY" means a day on which the Exchange is open for trading
            and that is not a Saturday, a Sunday or a statutory or civic holiday
            in the United States or Canada;

            "CAPITALIZATION  REORGANIZATION"  has the  meaning  ascribed to such
            term in Section 2.1(b)(iv);

            "CLOSE OF BUSINESS" means 4:30 p.m. (New York time);

            "COMMON  SHARES"  means the  fully  paid and  non-assessable  common
            shares  without  par value in the capital of the  Company;  provided
            that if the  exercise  rights are  subsequently  adjusted or altered
            pursuant to Sections 2.1 or 2.2,  "Common  Shares"  will  thereafter
            mean the shares or other  securities  or property that the Holder is
            entitled to on an exchange after the adjustment;

            "COMPANY'S AUDITORS" means such firm of chartered accountants as may
            be duly appointed as the auditors of the Company;

            "CONVERTIBLE  SECURITY"  means a security of the Company (other than
            the  Low's  Warrants)   convertible  into  or  exchangeable  for  or
            otherwise carrying the right to acquire Common Shares;

            "CURRENT  MARKET PRICE" at any date means the average of the closing
            prices of the  Common  Shares  on the  Exchange,  or, if the  Common
            Shares in respect of which a  determination  of current market price
            is being made are not listed on the Exchange, on such stock exchange
            on which the Common  Shares are listed as may be  selected  for such
            purpose by the directors, or, if the Common Shares are not listed on
            any stock exchange, then on the over-the-counter  market, during the
            20  consecutive  trading  days (on each of which at least 500 Common
            Shares are traded in board  lots)  ending on the third  trading  day
            prior to such  date,  or in the  event  that at any date the  Common
            Shares are not  listed on any  exchange  or on the  over-the-counter
            market,  the  current  market  price shall be as  determined  by the
            directors;

            "DIRECTOR"  means a director  of the Company for the time being and,
            unless otherwise  specified herein,  "by the directors" means action
            by the  directors  of the  Company  as a  board  or,  whenever  duly
            empowered, action by any committee of such board;

            "DIVIDENDS PAID IN THE ORDINARY  COURSE" means dividends paid in any
            financial year of the Company,  whether in (i) cash,  (ii) shares of
            the Company, (iii) warrants or similar rights to purchase any shares
            of the  Company or property or other  assets  purchasable  as of the
            date of  distribution  of such warrants or similar  rights,  or (iv)
            property  or other  assets  of the  Company,  as the case may be, as
            determined  by action by the  directors  except that, in the case of
            warrants or similar  rights to purchase  Common Shares or securities
            convertible into or exchangeable for Common Shares, such fair market
            value of the warrants or similar rights shall be equal to the number
            of Common  Shares which may be  purchased  thereby (or the number of


<PAGE>
                                                                              3.

            Common Shares  issuable upon  conversion or exchange) as of the date
            of distribution  of such warrants or similar  rights,  multiplied by
            the Current  Market  Price of the Common  Shares on the date of such
            distribution,  provided that the value of such dividends does not in
            such  financial year exceed the greater of:

            (i)   the lesser of 50% of the  retained  earnings of the Company as
                  at the end of the  immediately  preceding  financial  year and
                  200% of the aggregate  amount of dividends paid by the Company
                  on the Common Shares in the 12 month period ending immediately
                  prior to the first day of such financial year; and

            (ii)  100%  of  the   consolidated   net  earnings  from  continuing
                  operations of the Company, before any extraordinary items, for
                  the 12 month period ending  immediately prior to the first day
                  of such  financial year (such  consolidated  net earnings from
                  continuing  operations  to  be  computed  in  accordance  with
                  generally accepted accounting  principles in Canada consistent
                  with  those  applied  in the  preparation  of the most  recent
                  audited financial statements of the Company);

            "EXCHANGE" means the NASDAQ Small Cap Market;

            "EXCHANGE  NUMBER"  means the number of securities to be received by
            the Holder upon exercise of the Low's  Warrants,  as may be adjusted
            under the provisions of Section 2;

            "EXERCISE  DATE" means the date upon which the Holder  exercises its
            subscription rights hereunder pursuant to Section 1.4 hereof;

            "EXERCISE  PERIOD"  means the  period  during  which the  Holder may
            exercise the Low's  Warrants,  commencing on the day of the issuance
            of the Low's Warrants and ending at the Time of Expiry;

            "EXPIRY DATE" shall mean December 31, 2008 provided that if such day
            is not a Business  Day,  the  Expiry  Date shall be deemed to be the
            next succeeding day that is a Business Day.

            "FULLY DILUTED BASIS" means the number of Common Shares  outstanding
            at any time,  including any stock dividends which have been declared
            but not issued and assuming  all  securities  which are  convertible
            directly or indirectly  into such Common  Shares are converted  into
            Common  Shares  and all  options,  warrants  or  rights  to  acquire
            directly or  indirectly  such Common  Shares  shall be treated as if
            exercised;

            "HEREIN",  "HERETO",  "HEREUNDER",  "HEREOF",  "HEREBY"  and similar
            expressions mean or refer to this Low's Warrants certificate and not
            to any particular Section, clause, subclause, subdivision or portion
            hereof,  and the  expressions,  "SECTION",

<PAGE>
                                                                              4.

            "CLAUSE"  and  "SUBCLAUSE"  followed  by a number or letter mean and
            refer to the specified Section, clause or subclause hereof;

            "LOW'S  WARRANTS" means the warrants  evidenced by this  certificate
            and "LOW'S WARRANT" has a corresponding meaning;

            "OFFERED  SHARES" has the  meaning  ascribed to such term in Section
            2.1(b)(ii);

            "PEQUOT  ENTITIES" means Pequot Scout Fund,  L.P.,  Pequot Navigator
            Offshore  Fund,  Inc.  and  Pequot  Navigator  Onshore  Fund,  L.P.,
            collectively.

            "PURCHASE PRICE" means $1.60 per Warrant Share.

            "REGISTRATION   RIGHTS  AGREEMENT"  means  the  registration  rights
            agreement  dated as of December  31, 2003 by and among the  Company,
            Low and the Pequot Entities;

            "RIGHTS  PERIOD"  has the  meaning  ascribed to such term in Section
            2.1(b)(ii);

            "RIGHTS  OFFERING" has the meaning  ascribed to such term in Section
            2.1(b)(ii);

            "SECURITIES  PURCHASE  AGREEMENTS"  means  the  securities  purchase
            agreements  dated as of December  31,  2003  between the Company and
            each of the Pequot Entities.

            "SHARE  REORGANIZATION"  has the  meaning  ascribed  to such term in
            Section 2.1(b)(i);

            "SHAREHOLDER" means a holder of record of one or more Common Shares;

            "SMITHFIELD   PURCHASE  AGREEMENT"  means  the  Securities  Purchase
            Agreement  dated as of December  11, 2003 by and between the Company
            and Smithfield Fiduciary LLC;

            "SPECIAL  DISTRIBUTION"  has the  meaning  ascribed  to such term in
            Section 2.1(b)(iii);

            "TIME OF EXPIRY" means 4:30 p.m., New York time, on the Expiry Date;

            "TRADING DAY" with respect to a stock  exchange means a day on which
            such stock exchange is open for business; and

            "WARRANT  SHARES"  means the Common  Shares  issuable by the Company
            upon the exercise of the Low's  Warrants  and "WARRANT  SHARE" has a
            corresponding meaning.


<PAGE>
                                                                              5.

      1.3   Exercise Period

            In the event that any day on which the  Exercise  Period  expires or
any day upon or by which any action is required to be taken  hereunder  is not a
Business  Day,  then the  Exercise  Period  will expire on or the action will be
required to be taken on the next succeeding day that is a Business Day.

      1.4   Manner of Exercise, Issuance of Certificates

            (a)   The  Holder  may  exercise  its  right to  convert  the  Low's
                  Warrants  evidenced by this  certificate for Warrant Shares on
                  the  basis  of  one  Warrant  Share  for  each  Low's  Warrant
                  exercised,  by  surrender  to the  Company at 495 March  Road,
                  Suite 300,  Ottawa,  Ontario,  K2K 3G1 of this  Low's  Warrant
                  certificate,  together  with a completed  subscription  in the
                  form  attached as Schedule "A" hereto,  together with the full
                  Purchase  Price for each Low's  Warrant  payable by  certified
                  cheque or bank  draft,  prior to the close of  business on any
                  Business  Day,  or at such other  address as the  Company  may
                  designate  by notice in writing  to the  Holder.  The  Warrant
                  Shares  subscribed  for shall be  issued to the  Holder as the
                  owner of record of such securities as of the close of business
                  on the date on which this  Low's  Warrants  certificate  shall
                  have been so  surrendered.  The Low's Warrants shall be deemed
                  to be surrendered  only upon personal  delivery thereof or, if
                  sent by mail or  other  means  of  transmission,  upon  actual
                  receipt by the Company.  Certificates  for the Warrants Shares
                  so  subscribed  for shall be delivered to the Holder  within a
                  reasonable  time, not exceeding five Business Days,  after the
                  subscription right provided for herein has been so exercised.

            (b)   In addition to the  exercise  provisions  set out in (a) above
                  and  notwithstanding  any  provisions in this Low's Warrant to
                  the contrary,  if the fair market value of one Common Share is
                  greater than the Exercise Price (at the date of calculation as
                  set forth below),  in lieu of exercising this Low's Warrant by
                  the  payment of cash,  the Holder may elect to receive  shares
                  equal to the value (as determined below) of this Low's Warrant
                  (or the portion thereof being  exercised) by surrender of this
                  Low's Warrant at the principal  office of the Company together
                  with the properly  endorsed  Purchase Form (attached hereto as
                  Schedule  "B") and written  notice of its election to exercise
                  pursuant to this  paragraph  in which event the Company  shall
                  issue to the  Holder  that  number of Common  Shares  computed
                  using the following formula:

                     X = Y (A-B)
                         -------
                            A


                  Where X = the  number  of  Common  Shares  to be issued to the
                  Holder

                  Y=    the number of Common Shares purchasable under this Low's
                        Warrant  certificate or, if only a portion of this Low's
                        Warrant  certificate is being exercised,  the portion of
                        this Low's Warrant  certificate  being exercised (at the
                        date of such calculation)

                  A=    the fair market  value of one Common  Share (at the date
                        of such calculation)

                  B=    Exercise   Price  (as  adjusted  to  the  date  of  such
                        calculation)

                  For purposes of the above  calculation,  the fair market value
                  of one Common Share shall be determined by the Company's Board
                  of  Directors  in good faith;  provided,  however,  that where
                  there exists a public market for the Common Shares at the time
                  of such exercise, the fair market value per share shall be the
                  average  of the  closing  bid and asked  prices of the  Common
                  Shares  quoted  in the  Over-The-Counter  Market  or the  last
                  reported  sale price of the Common Shares or the closing price
                  quoted on the Nasdaq  Small Cap Market or on any  exchange  on
                  which the Common  Shares is listed,  whichever is  applicable,
                  for  the  five  (5)   trading   days  prior  to  the  date  of
                  determination of fair market value.

      1.5   No Fractional Share or Warrants

            Notwithstanding  the adjustments  provided for in Section 2.1 hereof
or  otherwise,  the Company shall not be required upon the exercise of any Low's
Warrant to issue  fractional  Warrant Shares in  satisfaction of its obligations
hereunder or to pay any cash or other consideration in lieu thereof.

2.    Adjustments

      2.1   Event of Requiring Adjustments

            (a)   The  number  of  Warrant  Shares  for  which  the  Holder  may
                  subscribe  upon exercise of the Low's Warrant will be adjusted
                  from time to time in the events and in the manner provided in,
                  and in accordance with the provisions of, this Section.

            (b)   Subject  to Section  2, the  Exchange  Number in effect at any
                  date  will  be  subject  to  adjustment  from  time to time as
                  follows:

                  (i)   Share  Reorganization:  If,  and  whenever,  at any time
                        during  the  Exercise  Period and while any of the Low's
                        Warrants remain outstanding the Company:

                        A.    issues to all or substantially  all the holders of
                              the Common  Shares,  by way of a stock dividend or
                              other  distribution,  other than Dividends Paid in
                              the Ordinary Course, Common Shares; or


<PAGE>
                                                                              7.

                        B.    subdivides,  redivides or changes its  outstanding
                              Common Shares into a greater number of shares;  or

                        C.    combines,  consolidates or reduces its outstanding
                              Common Shares into a smaller number of shares,

                        (any of those  events  being a "Share  Reorganization"),
                        the   Exchange   Number  will  be   adjusted   effective
                        immediately  after the record  date at which the holders
                        of Common Shares are  determined for the purposes of the
                        Share  Reorganization to a number that is the product of
                        (1) the Exchange Number in effect on the record date and
                        (2) a fraction:

                        (i)   the  numerator  of  which  will be the  number  of
                              Common Shares  outstanding  after giving effect to
                              the Share Reorganization; and

                        (ii)  the  denominator  of which  will be the  number of
                              Common  Shares  outstanding  on  the  record  date
                              before giving effect to the Share Reorganization.

                        For the  purposes  of  determining  the number of Common
                        Shares  outstanding  at  any  particular  time  for  the
                        purpose  of this  section  there will be  included  that
                        number of Common  Shares which would have  resulted from
                        the   conversion   at  that  time  of  all   outstanding
                        Convertible Securities.  The Purchase Price in effect on
                        the  effective  date  of such  subdivision,  redivision,
                        change, combination,  consolidation, reduction or on the
                        record  date for such  issue of Common  Shares by way of
                        stock dividend, as the case may be, shall in the case of
                        the events referred to in A and B above, be decreased in
                        proportion  to the number of  outstanding  Common Shares
                        resulting from such  subdivision,  redivision or change,
                        or shall, in the case of the events referred in C above,
                        be increased in proportion to the number of  outstanding
                        Common   Shares   resulting   from   such   combination,
                        consolidation or reduction.

                  (ii)  Rights  Offering:  If, and whenever,  at any time during
                        the Exercise  Period and while any of the Low's Warrants
                        remain outstanding,  the Company issues rights,  options
                        or warrants to all or  substantially  all the holders of
                        the Common  Shares  pursuant to which those  holders are
                        entitled to subscribe for, purchase or otherwise acquire
                        Common Shares or Convertible  Securities within a period
                        of 45 days from the date of issue (the "Rights  Period")


<PAGE>
                                                                              8.

                        thereof at a price,  or at a conversion  price,  of less
                        than 95% of the Current  Market Price at the record date
                        for such distribution (any such issuance being a "Rights
                        Offering"  and Common  Shares  that may be  acquired  in
                        exercise of the Rights  Offering,  or upon conversion of
                        the  Convertible   Securities   offered  by  the  Rights
                        Offering,  being the  "Offered  Shares"),  the  Exchange
                        Number will be adjusted effective  immediately after the
                        record  date at  which  holders  of  Common  Shares  are
                        determined for the purposes of the Rights Offering to an
                        Exchange  Number that is the product of (1) the Exchange
                        Number in effect on the record date and (2) a fraction:

                        A.    the numerator of which will be the sum of:

                              I.    the number of Common Shares  outstanding  on
                                    the record  date on a Fully  Diluted  Basis,
                                    including, without limitation, the number of
                                    Common Shares which would be  outstanding if
                                    the Convertible Securities were exchanged or
                                    converted  for or into  Common  Shares,  but
                                    before giving effect to the Rights Offering;
                                    and

                              II.   the   number  of  Offered   Shares   offered
                                    pursuant  to  the  Rights  Offering  or  the
                                    maximum  number of Offered Shares into which
                                    the   Convertible   Securities   so  offered
                                    pursuant  to  the  Rights  Offering  may  be
                                    converted, as the case may be;

                        and

                        B.    the denominator of which will be the sum of:

                              I.    the number of Common Shares  outstanding  on
                                    the record date on a Fully Diluted Basis but
                                    before giving effect to the Rights Offering;
                                    and

                              II.   the  number   arrived  at  when  either  the
                                    product of:

                                    a.    the  number  of   Offered   Shares  so
                                          offered  and the price at which  those
                                          shares are offered; or

                                    b.    the  conversion  price of the  Offered
                                          Shares  and  the  maximum   number  of
                                          Offered  Shares  for or into which the
                                          Convertible   Securities   so  offered
                                          pursuant to the Rights Offering may be


<PAGE>
                                                                              9.

                                          converted,  as the  case  may  be,  is
                                          divided by the Current Market Price of
                                          the Common Shares on the record date.

                              Any  Offered  Shares  owned  by or  held  for  the
                              account  of the  Company  will be deemed not to be
                              outstanding for the purpose of any computation; if
                              all the  rights,  options or  warrants  are not so
                              issued or if all rights,  options or warrants  are
                              not exercised prior to the expiration thereof, the
                              Exchange Number will be readjusted to the Exchange
                              Number in effect  immediately  prior to the record
                              date,  and the  Exchange  Number  will be  further
                              adjusted  based upon the number of Offered  Shares
                              (or  Convertible  Securities  into Offered Shares)
                              actually   delivered  upon  the  exercise  of  the
                              rights,  options or warrants,  as the case may be,
                              but  subject  to  any  other  adjustment  required
                              hereunder  by reason of any  event  arising  after
                              that record  date.  In addition to the  foregoing,
                              there shall be a  corresponding  adjustment to the
                              Purchase Price effective immediately after the end
                              of the  Rights  Period  to a price  determined  by
                              multiplying   the   Purchase   Price   in   effect
                              immediately  prior to the end of the Rights Period
                              by a  fraction  which  is the  inverse  of A and B
                              above,  such that A becomes the  denominator and B
                              becomes the numerator.

                        (iii) Special  Distribution:  If, and  whenever,  at any
                              time during the  Exercise  Period and while any of
                              the Low's Warrants remain outstanding, the Company
                              will issue or distribute  to all or  substantially
                              all the holders of Common Shares:

                              A.    shares  of  any  class   other  than  shares
                                    distributed  to  holders  of  Common  Shares
                                    pursuant  to their  exercise  of  options to
                                    receive dividends in the form of such shares
                                    in lieu of  Dividends  Paid in the  Ordinary
                                    Course on the Common  Shares or  distributed
                                    pursuant to a Share Reorganization;


                              B.    rights,   options  or  warrants  other  than
                                    rights,   options  or  warrants  exercisable
                                    within  45  days  from  the  date  of  issue
                                    thereof  at a  price,  or  at  a  conversion
                                    price, of at least 95% of the Current Market
                                    Price   at  the   record   date   for   such
                                    distribution  or  distributed  pursuant to a
                                    Rights Offering;

                              C.    evidences of indebtedness; or

                              D.    any other assets  including  shares of other
                                    corporations    and   that    issuance    or
                                    distribution  does  not  constitute  a Share
                                    Reorganization or a Rights Offering,


<PAGE>
                                                                             10.

                                    (any  of  those   events  being  a  "Special
                                    Distribution"),  the Exchange Number will be
                                    adjusted  effective  immediately  after  the
                                    record  date at which the  holders of Common
                                    Shares are  determined  for  purposes of the
                                    Special  Distribution  to an Exchange Number
                                    that  is the  product  of (1)  the  Exchange
                                    Number in effect on the record  date and (2)
                                    a fraction:

                                    (i)   the  numerator  of  which  will be the
                                          product  of: (A) the sum of the number
                                          of Common  Shares  outstanding  on the
                                          record date on a Fully  Diluted  Basis
                                          and  (B)  the  Current   Market  Price
                                          thereof on that date; and

                                    (ii)  the  denominator  of which will be the
                                          product of:

                                          I.    the sum of the  number of Common
                                                Shares outstanding on the record
                                                date   calculated   on  a  Fully
                                                Diluted Basis; and

                                          II.   the Current Market Price thereof
                                                on that date,  less the quotient
                                                obtained  by  dividing  (A)  the
                                                aggregate fair market value,  as
                                                determined   by  the   Company's
                                                Board   of   Directors,    whose
                                                determination,  absent  manifest
                                                error,  will be  conclusive,  of
                                                the  shares,  rights,   options,
                                                warrants,      evidences      of
                                                indebtedness   or  other  assets
                                                issued  or  distributed  in  the
                                                Special Distribution, by (B) the
                                                number    of    Common    Shares
                                                outstanding  on the record  date
                                                calculated  on a  Fully  Diluted
                                                Basis.

                                    Any Common  Shares  owned by or held for the
                                    account of the Company, or any subsidiary or
                                    affiliate thereof, shall be deemed not to be
                                    outstanding  for  the  purpose  of any  such
                                    computation;   to  the   extent   that   the
                                    distribution  of  shares,  rights,  options,
                                    warrants,   evidences  of   indebtedness  or
                                    assets is not so made or to the extent  that
                                    any   rights,   options   or   warrants   so
                                    distributed are not exercised,  the Exchange
                                    Number will be  readjusted  to the  Exchange
                                    Number  that would  then be in effect  based
                                    upon  shares,  rights,  options,   warrants,
                                    evidences of indebtedness or assets actually
                                    distributed  or  based  upon the  number  of
                                    securities   actually   delivered  upon  the
                                    exercise of the rights, options or warrants,
                                    as the case may be, but subject to any other
                                    adjustment  required  hereunder by reason of
                                    any event arising after the record date.


                              (iv)  Capital  Reorganization:  If and whenever at
                                    any time  during  the  Exercise  Period  and
                                    while    this    Low's    Warrant    remains
                                    outstanding,  there is a  reorganization  of
                                    the Company not  otherwise  provided  for in
                                    section 2.1(b) or a consolidation  or merger


<PAGE>
                                                                             11.

                                    or  amalgamation of the Company with or into
                                    another  body   corporate  or  other  entity
                                    including  a  transaction   whereby  all  or
                                    substantially    all   of   the    Company's
                                    undertaking  and assets  become the property
                                    of  any   other   body   corporate,   trust,
                                    partnership  or other entity (any such event
                                    being  a  "Capital   Reorganization"),   the
                                    Holder to the  extent  it has not  exercised
                                    its Low's  Warrants  prior to the  effective
                                    date of the Capital  Reorganization  will be
                                    entitled  to receive and will  accept,  upon
                                    the exercise of its rights at any time after
                                    the   effective    date   of   the   Capital
                                    Reorganization,  in  lieu of the  number  of
                                    Warrant  Shares  to which the  Holder  would
                                    have  been  entitled  upon  exercise  of the
                                    Low's  Warrants,  the  aggregate  number  of
                                    shares,  warrants  or  other  securities  or
                                    property of the Company,  or the continuing,
                                    successor  or  purchasing   body  corporate,
                                    trust,  partnership or other entity,  as the
                                    case    may   be,    under    the    Capital
                                    Reorganization  that the  Holder  would have
                                    been  entitled to receive as a result of the
                                    Capital  Reorganization if, on the effective
                                    date thereof, the Holder had been the holder
                                    of the  number  of  Warrant  Shares to which
                                    immediately   before  the   transaction  the
                                    Holder was entitled to receive upon exercise
                                    of   the   Low's   Warrants;    no   Capital
                                    Reorganization  will be carried  into effect
                                    unless  all  necessary  steps will have been
                                    taken so that the Holder will  thereafter be
                                    entitled  to receive the number of shares or
                                    other securities or property of the Company,
                                    or   of   the   continuing,   successor   or
                                    purchasing    body     corporate,     trust,
                                    partnership or other entity, as the case may
                                    be,   under  the   Capital   Reorganization,
                                    subject   to   adjustment    thereafter   in
                                    accordance  with  provisions  the  same,  as
                                    nearly   as  may  be   possible,   as  those
                                    contained   in  sections  2.1  and  2.2.  If
                                    determined appropriate by the Holder to give
                                    effect to or to evidence the  provisions  of
                                    this  section  2.1(iv),   the  Company,  its
                                    successor,    or   such    purchasing   body
                                    corporate,   partnership,   trust  or  other
                                    entity, as the case may be, shall,  prior to
                                    or  contemporaneously  with any such Capital
                                    Reorganization,   enter  into  an  agreement
                                    which shall provide, to the extent possible,
                                    for the  application  of the  provisions set
                                    forth in this  Agreement with respect to the
                                    rights  and  interests   thereafter  of  the
                                    Holder  to the end that the  provisions  set
                                    forth  in this  Agreement  shall  thereafter
                                    correspondingly   be  made  applicable,   as
                                    nearly as may reasonably be, with respect to
                                    any shares,  other securities or property to
                                    which the Holder is entitled on the exercise
                                    of its acquisition rights thereafter.

                        (c)   Reclassification  of Common Shares: If the Company
                              reclassifies or otherwise  changes the outstanding
                              Common Shares, the exercise right will be adjusted
                              effective  immediately  upon the  reclassification
                              becoming  effective  so that Holder if  exercising
                              its rights  thereafter will be entitled to receive
                              such  shares  as it would  have  received  had the
                              Low's Warrant been exercised  immediately prior to
                              the   effective   date,   subject  to   adjustment
                              thereafter in accordance with provisions the same,
                              as nearly as may be possible,  as those  contained
                              in Section 2.


<PAGE>
                                                                             12.

      2.2   Rules Regarding Calculation of Adjustment of Exchange Number

            (a)   The adjustments and readjustments provided for in this Section
                  2 are cumulative and, subject to subsection 2.2(b), will apply
                  (without  duplication)  to  successive  issues,  subdivisions,
                  combinations,  consolidations,  distributions  and  any  other
                  events that require  adjustment of the Exchange  Number or the
                  number  or kind of  shares or  securities  to be  issued  upon
                  exercise of the Low's Warrants.

            (b)   No adjustment in the Exchange  Number will be required  unless
                  the adjustment  would result in a change of at least 1% in the
                  Exchange  Number  then in effect  provided  however,  that any
                  adjustments that, except for the provisions of this subsection
                  2.2(b) would  otherwise have been required to be made, will be
                  carried  forward  and taken  into  account  in any  subsequent
                  adjustment.

            (c)   No adjustment  in the Exchange  Number will be made in respect
                  of any event described in subsections 2.1(b)(i), 2.1(b)(ii) or
                  2.1(b)(iii)  if the Holder is entitled to  participate  in the
                  event  on  the  same  terms  mutatis  mutandis  as if  it  had
                  exercised  its  Low's  Warrants   immediately   prior  to  the
                  effective date or record date of the event.

            (d)   No adjustment in the Exchange  Number will be made pursuant to
                  Section 2.1 or any subsection  thereof in respect of the issue
                  of Common Shares  issuable from time to time as Dividends Paid
                  in the Ordinary Course.

            (e)   If a  dispute  arises  with  respect  to  adjustments  of  the
                  Exchange Number,  the dispute will be conclusively  determined
                  by the Company's  auditors or, if they are unable or unwilling
                  to act, by such firm of independent  chartered  accountants as
                  may be selected by the  directors  of the Company and any such
                  determination, absent manifest error, will be binding upon the
                  Company and the Holder.  All reasonable  costs incurred by the
                  Company or the Holder  associated  with the  resolution of any
                  such  dispute  shall be borne  equally by the  Company and the
                  Holder.

            (f)   If during the  Exercise  Period the  Company  takes any action
                  affecting the Common Shares,  other than actions  described in
                  Section 2.1,  which in the opinion of the  Company's  Board of
                  Directors  would  materially  affect the rights of the Holder,
                  the Exchange  Number will be adjusted in such manner,  if any,
                  and at such time, by action by the directors of the Company in
                  such manner as they may  reasonably  determine to be equitable
                  in the circumstances but subject in all cases to any necessary
                  regulatory  approval.  Failure  of the taking of action by the
                  directors of the Company so as to provide for an adjustment on
                  or prior to the  effective  date of any action by the  Company


<PAGE>
                                                                             13.

                  affecting the Common  Shares will be conclusive  evidence that
                  the  Company's  Board of Directors has  determined  that it is
                  equitable to make no adjustment in the circumstances.

            (g)   If the Company sets a record date to determine  the holders of
                  Common Shares for the purpose of entitling them to receive any
                  dividend  or  distribution  or any  subscription  or  purchase
                  rights and  thereafter  legally  abandons  its plans to pay or
                  deliver the dividend, distribution or subscription or purchase
                  rights  then no  adjustment  in the  Exchange  Number  will be
                  required by reason of the setting of the record date.

      2.3   Postponement of Issuance

            In any  case  where  the  application  of any of the  subsection  of
Section  2.1  results  in an  increase  of the  Exchange  Number  taking  effect
immediately  after the record date for or occurrence of a specific event, if any
Low's  Warrants are exercised  after that record date or occurrence and prior to
completion of the event or of the period for which a calculation  is required to
be made,  the Company may postpone the issuance,  to the Holder,  of the Warrant
Shares to which the Holder is entitled by reason of the increase of the Exchange
Number but the  Warrant  Shares will be so issued and  delivered  to that Holder
upon completion of that event or period, with the number of those Warrant Shares
calculated on the basis of the Exchange Number on the Exercise Date adjusted for
completion  of that event or period,  and the Company will  forthwith  after the
Exercise  Date  deliver  to the  person or  persons  in whose  name or names the
Warrant  Shares  are to be  issued  an  appropriate  instrument  evidencing  the
person's or persons' right to receive the Warrant Shares.

      2.4   Notice of Certain Events

            Upon the  occurrence of any event  referred to in Section 2.1 or any
subsection  thereof that requires an adjustment or  readjustment in the Exchange
Number,  the Company will promptly  thereafter  give notice to the Holder of the
particulars of the event and, if determinable, the adjustment.

            If notice has been given under this  Section 2.4 and the  adjustment
is not then  determinable,  the Company will  promptly  after the  adjustment is
determinable  give notice to the Holder of the adjustment and provide the Holder
with a  computation  of  the  adjustment  together  with  a  certificate  of the
Company's  auditors  verifying such  calculation.

      2.5   Proceedings Prior to Any Action Requiring Adjustment

            As a  condition  precedent  to the taking of any action  which would
require an adjustment in any of the  acquisition  rights  pursuant to this Low's
Warrant,  including  the number of Warrant  Shares which are to be received upon
the exercise  hereof,  the Company shall take any corporate action which may, in
the opinion of counsel,  be necessary in order that the Company has unissued and
reserved in its  authorized  capital and may validly and legally  issue as fully
paid and  non-assessable  all the shares which the Holder is entitled to receive
on the full exercise hereof in accordance with the provisions hereof.


<PAGE>
                                                                             14.

      2.6   Notice of Special Matters

            The Company  covenants  with the Holder  that,  so long as any Low's
Warrants remain outstanding,  it will give notice to the Holder of its intention
to fix the record date for the issuance of rights, options or warrants to all or
substantially all of the holders of its outstanding  Common Shares.  Such notice
shall specify the  particulars of such event,  to the extent  determinable,  any
adjustment  required and the  computation of such adjustment and the record date
for such event,  provided  that the Company shall only be required to specify in
the notice such particulars of the event as shall have been fixed and determined
on the date on which the notice is given. The notice shall be given in each case
not less  than  fourteen  days  prior to such  applicable  record  date.  If any
adjustment  for which  notice  is given is not then  determinable,  the  Company
shall,  promptly  after  such  adjustment  is  determinable,  give  notice.

      2.7   Successor Companies

            In the case of the consolidation,  amalgamation,  merger or transfer
of the undertaking or assets of the Company as an entirety or  substantially  as
an entirety to another  corporation  ("successor  corporation"),  the  successor
corporation resulting from the consolidation,  amalgamation,  merger or transfer
(if not the Company) will be bound by the provisions of this certificate and all
obligations  for the due and punctual  performance  and  observance  of each and
every covenant and obligation  contained in this  certificate to be performed by
the Company.

3.    Covenants

            The Company  covenants and agrees that so long as any Low's Warrants
evidenced hereby remain outstanding:

            (a)   the  Company  will  at  all  times   maintain  its   corporate
                  existence;

            (b)   the  Company  will  reserve and keep  available  a  sufficient
                  number of Warrant Shares, as the same may be adjusted pursuant
                  to the  provisions  hereof,  for issuance upon the exercise of
                  the Low's  Warrants;

            (c)   the Company will cause the Warrant Shares and the certificates
                  representing   the  Warrant   Shares  to  be  duly  issued  in
                  accordance with the terms of this  certificate  evidencing the
                  Low's Warrants;

            (d)   all Warrant Shares issued by the Company upon the due exercise
                  of the rights  provided for in this Low's Warrant  certificate
                  will be issued as fully paid and non-assessable;

            (e)   the  Company  will use its best  efforts  to  ensure  that all
                  Common  Shares  outstanding  or  issuable  from  time  to time
                  (including,  without  limitation,  the Warrant Shares,  as the
                  same  may  be  adjusted  pursuant  to the  provisions  hereof)
                  continue  to be or are listed for  trading on the  Exchange or
                  such other recognized stock exchange;


<PAGE>
                                                                             15.

            (f)   the Company will make all requisite  filings under  applicable
                  securities  legislation and stock exchange rules to report the
                  exercise of the right to acquire the Warrant  Shares  pursuant
                  to the Low's Warrant; and

            (g)   the Company will  generally  well and truly  perform and carry
                  out all the acts or  things  to be done by it as  provided  in
                  this Low's Warrant Certificate or as the Holder may reasonably
                  require  for the better  accomplishing  and  effecting  of the
                  intentions and provisions of this Low's Warrant Certificate.

4.    Not a Shareholder

            Nothing in this  certificate  or in the holding of an Low's  Warrant
shall  be  construed  as  conferring  upon the  Holder  any  right  or  interest
whatsoever as a shareholder of the Company including,  without  limitation,  the
right to vote.

5.    Partial Exercise

            The Holder may subscribe for and acquire a number of Warrant  Shares
which is less  than the  number  it is  entitled  to  acquire  pursuant  to this
certificate. In the event of any such subscription, the Holder shall in addition
be entitled to receive,  without  charge,  a new Low's  Warrant  certificate  in
respect of the balance of the Warrant  Shares  which the Holder was  entitled to
acquire pursuant to this certificate and which were then not acquired.

6.    No Obligation to Purchase

            Nothing herein  contained or done pursuant hereto shall obligate the
Holder to  subscribe  for or the Company to issue any  securities  except  those
securities  in  respect of which the Holder  shall have  exercised  its right to
subscribe hereunder in the manner provided for herein.

7.    Representation and Warranty

            The Company  hereby  represents  and warrants with and to the Holder
that the Company is duly  authorized  and has the corporate and lawful power and
authority  to  create  and issue the Low's  Warrants  evidenced  hereby  and the
Warrant  Shares  issuable upon the exercise of the Low's Warrants and to perform
its obligations hereunder and that the Low's Warrants evidenced hereby represent
a valid, legal and binding  obligation of the Company  enforceable in accordance
with its terms.

8.    Protection of Shareholders, Officers and Directors

            The Holder hereby waives and releases any right,  cause of action or
remedy now or hereafter  existing in any jurisdiction  against any past, present
or future shareholder,  director,  officer,  employee or agent of the Company in
their capacity as such, either directly or through the Company,  relating to any
obligations,  representations,  warranties and covenants under this certificate,
it being acknowledged that all such obligations, representations, warranties and
covenants are solely those of the Company.  Accordingly,  the obligations  under


<PAGE>
                                                                             16.

this  certificate are not personally  binding upon, nor will resort hereunder be
had to, the privately  property of any of the past, present or future directors,
officers, shareholders, employees or agents of the Company but only the property
of the Company (or any successor corporation) will be bound in respect hereof.

9.    Lost Certificate

            If this Low's Warrant certificate becomes stolen, lost, mutilated or
destroyed,  the Company may, on such terms as it may in its  discretion  impose,
including the requirement to provide a bond of indemnity, respectively issue and
countersign a new Low's Warrant  certificate  of like  denomination,  tenure and
date as the certificate so stolen,  lost,  mutilated or destroyed.

10.   Exercise prior to Effective Date of Registration Statement

            In the  event  that  all or a  portion  of the  Low's  Warrants  are
exercised prior to the Company's  registration  statement (filed pursuant to the
terms of the Registration  Rights Agreement) is declared effective by the United
States Securities and Exchange  Commission,  the Warrant Shares issuable on such
exercise  shall bear  substantially  the same legend as on the face page of this
certificate.

11.   Future Price Securities Limitation

            Notwithstanding  anything  contained  herein  to the  contrary,  the
aggregate  number of Common  Shares issued upon  conversion  and exercise of the
Future Priced  Securities  (as defined  below) cannot equal or exceed 20% of the
number of Common Shares outstanding  immediately before the issuance of a Future
Priced Security, unless the Company has obtained prior approval from the holders
of its Common Shares for such  issuance.  In the event the  aggregate  number of
Common  Shares that would be issued upon  conversion  and exercise of the Future
Priced  Securities  equals or exceeds  20% of the number of Common  Shares  then
outstanding, and the Company has failed to obtain prior shareholder approval for
such issuance,  then the number of Common Shares which the holders of the Future
Priced  Securities  would be entitled  to acquire  through  the  conversion  and
exercise of the Future  Priced  Securities  shall be reduced on a pro rata basis
(in  proportion to a fraction,  the numerator of which shall be the total number
of shares of Common Shares  issuable to the holder of a Future  Priced  Security
upon exercise and conversion of such holder's  Future Priced  Security,  and the
denominator  of which shall be the  aggregate  number of shares of Common Shares
issuable upon exercise and conversion of all of the Future Priced Securities) so
that the aggregate number of Common Shares issuable upon exercise and conversion
of the Future  Priced  Securities  does not equal or exceed 20% of the number of
Common  Shares  outstanding  immediately  before the first  issuance of a Future
Priced Security. For purposes of the Low's Warrants,  "Future Priced Securities"
shall  mean the  Low's  Warrants,  all  Common  Shares  and  warrants  issued in
connection  with  the  transactions  contemplated  by  the  Securities  Purchase
Agreements  and the Agent  Securities  Purchase  Agreements,  the Common  Shares
issued in connection  with the  Smithfield  Purchase  Agreement,  and all Common
Shares and warrants issued in connection with the agency agreement dated the 9th
day of December,  2003 between Standard  Securities Capital  Corporation and the
Company.


<PAGE>
                                                                             17.

12.   Notice

            Any  notice  or  other  communication,   including  a  demand  or  a
direction,  required or permitted to be given  hereunder shall be in writing and
shall be given by facsimile  or other means of  electronic  communication  or by
hand-delivery as hereinafter  provided.  Any such notice or other communication,
if sent by facsimile or other means of electronic communication, shall be deemed
to have been received on the Business Day following the sending, or if delivered
by hand shall be deemed to have been received at the time it is delivered to the
applicable address noted below either to the individual designated below or to a
senior employee of the addressee at such address with responsibility for matters
to which the  information  relates.  Notice of change of  address  shall also be
governed by this Section 12. Notice and other  communications shall be addressed
as follows:

            (a)   in the case of the Company:

                  Workstream Inc.
                  495 March Road, Suite 300
                  Ottawa, Ontario
                  K2K 3G1
                  Attention: Mr. Michael Mullarkey
                  Fax:  (613) 270-0774

                  with a copy to:

                  Perley-Robertson, Hill and McDougall LLP
                  90 Sparks Street, 4th Floor
                  Ottawa, Ontario
                  K1P 1E2
                  Attention: Michael Gerrior
                  Fax:  (613) 238-8775

            (b)   in the case of the Holder:

                  Sunrise Securities Corporation
                  641 Lexington Avenue
                  25th Floor
                  New York, NY
                  10022
                  Attention:   Nathan Low
                  Fax:

13.   Governing Law

            The Low's  Warrant shall be governed by, and construed in accordance
with,  the laws of the  Province  of Ontario  and the laws of Canada  applicable
therein.


<PAGE>
                                                                             18.

14.   Time of the Essence

            Time shall be of the essence hereof.

15.   Signing of Low's Warrant Certificates

            The Low's  Warrant  certificates  may be signed by any  director  or
officer of the Company or by any other individual to whom such signing authority
is delegated by the directors from time to time.

            The signatures of any of the officers or individuals  referred to in
this Section 15 may be manual signatures,  engraved,  lithographed or printed in
facsimile and Low's Warrant  certificates bearing such facsimile signatures will
be binding on the Company as if they had been  manually  signed by such officers
or individuals.

            Notwithstanding  that any person whose manual or facsimile signature
appears on the Low's Warrant  certificate as one of the  directors,  officers or
individuals  referred  to in  Section  15 no longer  holds the same or any other
office with the Company at the date of issuance of any Low's Warrant certificate
or at the  date  of  certification  or  delivery  thereof,  such  Low's  Warrant
certificate will be valid and binding on the Company.

16.   Number and Gender

            Words importing the singular number only include the plural and vice
versa and words importing any gender include all genders.

17.   Headings

            The division of this certificate into Sections,  clauses, subclauses
or other  subdivisions  and the  insertion  of headings are for  convenience  of
reference only and shall not affect the construction or  interpretation  hereof.

18.   Binding Effect

            The terms and  conditions  of the Low's  Warrants  as set out herein
shall enure to the benefit of and be binding upon the registered  Holder hereof,
its  heirs,  executors,  administrators,  successors  and  assigns to the extent
provided  herein  and shall  enure to the  benefit  of and be  binding  upon the
Company and its respective successors and assigns.


<PAGE>
                                                                             19.

19. Severability

            In the event any provision hereof shall be void or unenforceable for
any reason,  it shall be severed from the remainder of the provisions hereof and
such  remainder  shall  remain in full  force and  effect  notwithstanding  such
severance.  Any court with  jurisdiction  over any dispute  with  respect to the
Low's Warrants may amend the provisions hereof to the minimum extent required to
render the impugned provision valid and enforceable.

            IN WITNESS  WHEREOF the Company  has caused this  certificate  to be
signed by its duly authorized officer this 31st day of December, 2003.


                                        WORKSTREAM INC.


                                        By: /s/ Michael Mullarkey
                                            ------------------------------------
                                            Authorized Signing Officer


<PAGE>

                                  SCHEDULE "A"
                                  ------------

                         EXERCISE AND SUBSCRIPTION FORM
                         ------------------------------

TO:   WORKSTREAM INC.

RE:   LOW'S WARRANTS CERTIFICATE NUMBER:

            The  undersigned  holder of the attached  Low's Warrant  Certificate
hereby irrevocably  exercises its rights to acquire,  at a price of CDN$1.60 per
Warrant  Share,  and subscribes  for  _______________________  Warrant Shares of
WORKSTREAM  INC.  pursuant to Section 1.4(a) of the  certificate  evidencing the
Low's Warrants.

DATED this _________________ day of __________________________.

(Please complete date including year)


                                  NAME:
                                                --------------------------------


                                  Signature:
                                                --------------------------------

                                  Registration
                                  instructions:
                                                --------------------------------



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


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


|_|   Please  check  box if the  Warrant  Shares  are to be  collected  from the
Company's  office,  failing  which they will be mailed to the  subscriber at the
address set out above.

      If any  Low's  Warrants  represented  by this  certificate  are not  being
exercised in full, a new Low's Warrants certificate will be issued and delivered
to the Holder.


<PAGE>


                                  SCHEDULE "B"
                                  ------------

                         EXERCISE AND SUBSCRIPTION FORM
                         ------------------------------

TO:   WORKSTREAM INC.

RE:   LOW'S WARRANTS CERTIFICATE NUMBER:

            The  undersigned  holder of the attached  Low's Warrant  Certificate
hereby   irrevocably   exercises  its  rights  to  acquire  and  subscribes  for
______________  Warrant  Shares of WORKSTREAM  INC. in  accordance  with Section
1.4(b) of the certificate evidencing the Low's Warrants.

DATED this _________________ day of __________________________.

                         (Please complete date including year)


                                  NAME:
                                                --------------------------------


                                  Signature:
                                                --------------------------------

                                  Registration
                                  instructions:
                                                --------------------------------



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


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


|_|   Please  check  box if the  Warrant  Shares  are to be  collected  from the
Company's  office,  failing  which they will be mailed to the  subscriber at the
address set out above.

      If any  Low's  Warrants  represented  by this  certificate  are not  being
exercised in full, a new Low's Warrants certificate will be issued and delivered
to the Holder.