EXHIBIT 10.6

                          SUNRISE FINANCIAL GROUP, INC.
                        641 Lexington Avenue, 25th Floor
                            New York, New York 10022
                             (212) 421-1616 (phone)
                              (212) 750-7277 (fax)



December 1, 2003


Michael Mullarkey
Chairman and CEO
495 March Road, Suite 300
Ottawa, Ontario K2K 3G1
Canada


      Re: Institutional Public Relations Retainer Agreement


Gentlemen:

      As  we  discussed,  Workstream  Inc.  (the  "Company")  is  interested  in
retaining  Sunrise  Financial  Group,  Inc.  ("Sunrise")  as its  consultant for
institutional financial public relations.

Service

      The Services  Sunrise will provide  include the following:  performance of
public  relations and corporate  communications  projects as are mutually agreed
on;  planning  meetings  with  institutional  investors  and research  analysts;
preparing and disseminating financial press releases; handling all institutional
financial  inquiries about the Company;  maintaining a mailing list of all those
institutions  interested in Company  literature;  and handling  financial  media
relations.

Compensation

      A)      As compensation for Sunrise's  services,  Workstream Inc. will pay
              to Sunrise  100,000  common shares for 1 year valued at $1.45 each
              common share, which will be issued now to Sunrise.


      B)      As to  referred  business:  8%  commission  on  referrals  of  any
              revenues  generated such as Dow, Goldman Sachs,  Chase,  Fidelity,
              Bear Stearns,  or Worknowledge.  Each prospective client must have
              written  confirmation  from Workstream as to its  availability for

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              Sunrise  compensation.  This does not apply to current or acquired
              Workstream customers.

Expense Reimbursement

      In addition to the fees payable  hereunder,  the Company  shall  reimburse
Sunrise,  upon  request  from  time to time,  for all  reasonable  out-of-pocket
expenses incurred by Sunrise  (including but not limited to printing and graphic
design, travel postage,  copying,  secretarial and phone expenses) in connection
with Sunrise's  services  pursuant to this agreement.  Individual  out-of-pocket
expenses will not exceed $250.00 without the consent of the Company. The Company
will prepay $1,000 to Sunrise that Sunrise will draw against for  expenses.  The
Company will replenish this account monthly to the $1,000 level. Upon expiration
of this  agreement,  any balance in this expense account will be returned to the
Company less any fees outstanding.

Term

      This  agreement  shall be for a term of at  least  one  year.  Thereafter,
either  party may  terminate  this  agreement at any time upon thirty (30) days'
prior written notice,  without  liability or continuing  obligation to the other
party,  except  that  termination  shall not  affect (a) the  reimbursement  and
indemnification  provisions  contained in this agreement,  nor (b) the Company's
obligation for the fee called for above.

Indemnification

      The Company  agrees it will  indemnify  and hold  harmless,  Sunrise,  its
officers, directors,  employees, agents and controlling persons from and against
any and all losses, claims, damages,  liabilities and expenses, joint or several
(including all reasonable fees and expenses of counsel) arising out of Sunrise's
services  pursuant to this  agreement.  However,  the Company will not be liable
under this paragraph to the extent that any loss,  claim,  damage,  liability or
expense is found in final judgment by a court of competent  jurisdiction to have
resulted from  Sunrise's  gross  negligence or willful  misconduct . The Company
agrees to notify  Sunrise  promptly  of the  assertion  against  it or any other
person of any claim or the commencement of any action or proceeding  relating to
any claims or the  commencement  of any  action or  proceeding  relating  to any
matter which involved Sunrise.

Miscellaneous

      The benefits of this agreement  shall inure to the  respective  successors
and  assigns  of the  parties,  and  the  obligations  and the  obligations  and
liabilities assumed in this agreement by the parties shall be binding upon their
respective successors and assigns.

      The validity and interpretation of this agreement shall be governed by the
laws of the  State of New York as  applied  to  agreements  made and to be fully
perfumed  therein.  The parties agree that neither shall commence any litigation
against the other  arising out of this  Agreement or its  termination  except by
Arbitration.

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      If the foregoing correctly sets forth our agreement, please sign, date and
return to us the  enclosed  copy of this  letter,  whereupon  this letter  shall
constitute a binding agreement between us. Sunrise is looking forward to working
with you in making Workstream Inc. highly successful and prosperous.


Sincerely,



                                            SUNRISE FINANCIAL GROUP, INC.


                                            By: /s/ Nathan A. Low
                                                -------------------------------
                                                Nathan A. Low, President


Confirmed and Agreed to this

1st  day of December, 2003
Workstream Inc.



By:  /s/ Michael Mullarkey______
       Michael Mullarkey
       Chairman and CEO