EXHIBIT 4.3

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

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.

                           AGENT'S WARRANTS TO ACQUIRE
                                  COMMON SHARES
                                       OF

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


Number of Agent's Warrants represented
by this Certificate: 250,000                    Certificate Number:  __________


THIS CERTIFIES THAT, for value received, STANDARD SECURITIES CAPITAL CORPORATION
(the  Holder") is entitled to receive,  upon  exercise at any time prior to 4:30
p.m.  (Toronto  time) on  December  9, 2005 and  payment  of $1.60  per  Agent'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 Agent's Warrants:

1. Interpretation

      1.1 Currency


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


<PAGE>
                                                                              2.


1.2 Defined Terms

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

      "AGENCY AGREEMENT" means the agency agreement dated as of December 9, 2003
      between the Company and the Agent relating to the Offering;

      "AGENT" means Standard Securities Capital Corporation;

      "AGENT'S   WARRANTS"  means  the  agent's   warrants   evidenced  by  this
      certificate and "AGENT'S Warrant" has a corresponding meaning;

      "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
      Vancouver or Toronto;

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

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

      "CLOSING" means the closing of the Offering;

      "CLOSING DATE" means December 9, 2003 or such other day as may be mutually
      agreed upon between the Company and the Agent and any subsequent  closings
      as provided for in the Agency Agreement;

      "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
      Agent'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

<PAGE>
                                                                              3.


      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;

      "DESIGNATED PROVINCE" means Ontario;

      "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 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 Agent's Warrants, as may be adjusted under the
      provisions of Section 2;


<PAGE>
                                                                              4.


      "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 Agent's Warrants, commencing on the day of the issuance of the Agent's
      Warrants and ending at the Time of Expiry;

      "EXPIRY DATE" shall mean December 9, 2005 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 Agent's Warrants  certificate and not to
      any particular Section, clause, subclause,  subdivision or portion hereof,
      and the  expressions,  "SECTION",  "CLAUSE" and "SUBCLAUSE"  followed by a
      number  or  letter  mean and  refer to the  specified  Section,  clause or
      subclause hereof;

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

      "OFFERING"  means the offering of  securities in the  Designated  Province
      pursuant to the Agency Agreement;

      "PURCHASE PRICE" means $1.60 per Warrant Share.

      "REGISTRATION  RIGHTS  AGREEMENT" means the registration  rights agreement
      entered into between the Company, the Agent and each of the Purchasers (as
      defined  in the  Agency  Agreement)  pursuant  to the terms of the  Agency
      Agreement;

      "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);

      "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;

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


<PAGE>
                                                                              5.


      "TIME OF EXPIRY" means 4:30 p.m., Toronto 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;

      "U.S.  OFFERING"  means the  United  States  offering  concurrently  being
      conducted pursuant to the terms of purchase agreements between the Company
      and each of  Sunrise  Securities  Corporation  and  _____________________,
      pursuant to which the Company has appointed Sunrise Securities Corporation
      as placement  agent for the offering,  which  offering shall result in the
      issuance  by the  Company of a maximum of  687,500  Common  Shares and the
      Common Shares issuable to the placement agent or its designee  pursuant to
      the terms of a compensation warrant; and

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

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 Agent's  Warrants
            evidenced by this certificate for Warrant Shares on the basis of one
            Warrant Share for each Agent's  Warrant  exercised,  by surrender to
            the Company at 495 March Road, Suite 300, Ottawa,  Ontario,  K2K 3G1
            of this  Agent's  Warrant  certificate,  together  with a  completed
            subscription  in the form attached as Schedule "A" hereto,  together
            with the full  Purchase  Price for each Agent'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 Agent's  Warrants  certificate  shall have been so surrendered.
            The Agent'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  Agent's  Warrant  to the
            contrary,  if the fair market  value of one Common  Share is greater

<PAGE>
                                                                              6.


            than the  Exercise  Price (at the date of  calculation  as set forth
            below), in lieu of exercising this Agent's Warrant by the payment of
            cash,  the Holder may elect to receive shares equal to the value (as
            determined  below) of this Agent's  Warrant (or the portion  thereof
            being  exercised)  by  surrender  of  this  Agent'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 Agent's  Warrant  certificate or,
                                    if only a portion  of this  Agent's  Warrant
                                    certificate is being exercised,  the portion
                                    of this Agent'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 Agent's
Warrant to issue  fractional  Warrant Shares in  satisfaction of its obligations
hereunder  or to pay any  cash  or  other  consideration  in  lieu  thereof.

<PAGE>
                                                                              7.


2. Adjustments

      2.1 Event of Requiring Adjustments

      (a)   The number of Warrant Shares for which the Holder may subscribe upon
            exercise of the Agent'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 Agent'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

                  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

<PAGE>
                                                                              8.


                  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 Agent'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")  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:


<PAGE>
                                                                              9.


                        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 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 Agent'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

<PAGE>
                                                                             10.


                        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,

                  (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

<PAGE>
                                                                             11.


                  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  Agent'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 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 Agent'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 Agent'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 Agent'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

<PAGE>
                                                                             12.


                  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 Agent'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.

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 Agent'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 Agent'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

<PAGE>
                                                                             13.


            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 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 Agent'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.


<PAGE>
                                                                             14.


      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 Agent'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.

2.6 Notice of Special Matters

      The  Company  covenants  with  the  Holder  that,  so long as any  Agent'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  Agent'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 Agent's
            Warrants;


<PAGE>
                                                                             15.


      (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 Agent's Warrants;

      (d)   all Warrant  Shares  issued by the Company  upon the due exercise of
            the rights provided for in this Agent'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;

      (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
            Agent'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  Agent's
            Warrant  Certificate or as the Holder may reasonably require for the
            better  accomplishing and effecting of the intentions and provisions
            of this Agent's Warrant Certificate.

4. Not a Shareholder

      Nothing in this  certificate or in the holding of an Agent'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 Agent'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



<PAGE>
                                                                             16.


      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 Agent's Warrants evidenced hereby and the Warrant Shares
issuable  upon  the  exercise  of  the  Agent's  Warrants  and  to  perform  its
obligations hereunder and that the Agent'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
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 Agent'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 Agent'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 Agent'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

<PAGE>
                                                                             17.


(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  Agent's  Warrants,   "Future  Priced
Securities"  shall  mean the  Agent's  Warrants,  all  Common  Shares  issued in
connection with the  transactions  contemplated by the Agency  Agreement and all
Common Shares to be issued in connection with the U.S. Offering.

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:

            Standard Securities Capital Corporation
            24 Hazelton Avenue
            Toronto, Ontario  M5R 2E2
            Attention: Mark Marcello
            Fax: (416) 515-0477


<PAGE>
                                                                             18.


            with a copy to:

            Fraser Milner Casgrain LLP
            I First Canadian Place
            100 King Street West
            Toronto, Ontario M5X IB2
            Attention: Mr. Rubin Rapuch
            Fax: (416) 863-4592

13. Governing Law

      The Agent'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.

14. Time of the Essence

      Time shall be of the essence hereof.

15. Signing of Agent's Warrant Certificates

      The Agent'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 Agent'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 a Agent'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  Agent's  Warrant
certificate or at the date of  certification or delivery  thereof,  such Agent'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.


<PAGE>
                                                                             19.


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 Agent'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.

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  Agent'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 9th day of December, 2003.


                                        WORKSTREAM INC.



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


<PAGE>


                                  SCHEDULE "A"

                         EXERCISE AND SUBSCRIPTION FORM

TO:      WORKSTREAM INC.

RE:      AGENT'S WARRANTS CERTIFICATE NUMBER:

      The undersigned holder of the attached Agent'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  Agent'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 Agent's  Warrants  represented  by this  certificate  are not being
exercised  in full,  a new  Agent's  Warrants  certificate  will be  issued  and
delivered to the Holder.



<PAGE>



                                  SCHEDULE "B"

                         EXERCISE AND SUBSCRIPTION FORM

TO:      WORKSTREAM INC.

RE:      AGENT'S WARRANTS CERTIFICATE NUMBER:

      The undersigned holder of the attached Agent'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 Agent'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 Agent's  Warrants  represented  by this  certificate  are not being
exercised  in full,  a new  Agent's  Warrants  certificate  will be  issued  and
delivered to the Holder.