EXHIBIT 10.2

                          SECURITIES PURCHASE AGREEMENT

      This  Securities  Purchase  Agreement  (this  "AGREEMENT")  is dated as of
___________  by  and  between  Workstream  Inc.,  a  Canadian  corporation  (the
"COMPANY"), and _____________ (the "PURCHASER").

      WHEREAS,  the Company and the Purchaser are executing and delivering  this
Agreement in reliance upon the exemption from securities  registration  afforded
by Section  4(2) of the  Securities  Act of 1933,  as amended  (the  "SECURITIES
ACT"),  and  Rule  506 of  Regulation  D as  promulgated  by the  United  States
Securities and Exchange Commission (the "COMMISSION") under the Securities Act;

      WHEREAS  the  Purchaser  desires to  purchase  from the  Company,  and the
Company  desires to sell to the Purchaser,  ___________  Common  Shares,  no par
value per share, of the Company (the "SHARES"); and

      WHEREAS,  contemporaneously  with  the  execution  and  delivery  of  this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement,  substantially  in  the  form  attached  hereto  as  Exhibit  A  (the
"REGISTRATION  RIGHTS  AGREEMENT")  pursuant  to which the Company has agreed to
provide  certain  registration  rights  with  respect  to the  Shares  under the
Securities Act and the rules and regulations promulgated thereunder.

      NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this
Agreement,  and for  other  good and  valuable  consideration  the  receipt  and
adequacy of which are hereby  acknowledged,  the Company and the Purchaser agree
as follows:

                                   ARTICLE I
                                   DEFINITIONS

      1.1  Definitions.  In  addition  to the terms  defined  elsewhere  in this
Agreement, the following terms have the meanings indicated:

            "AFFILIATE"  means any Person that,  directly or indirectly  through
      one or more  intermediaries,  controls  or is  controlled  by or is  under
      common  control  with a Person,  as such  terms are used in and  construed
      under Rule 144.

            "AGENT" means Sunrise Securities Corp.

            "BUSINESS  DAY" means any day other than  Saturday,  Sunday or other
      day on which  commercial  banks in The City of New York are  authorized or
      required by law to remain closed.

            "CLOSING"  means the closing of the  purchase and sale of the Shares
      pursuant to Section 2.1.

<PAGE>


            "CLOSING  DATE"  means  ________________  or such  later date as the
      Company and the Purchaser mutually agree.

            "COMMISSION"  has the  meaning  specified  in the  preamble  to this
      Agreement.

            "COMMON SHARES" means the common shares of the Company, no par value
      per share.

            "COMPANY COUNSEL" means Perley-Robertson, Hill & McDougall LLP.

            "EFFECTIVE  DATE"  means  the date that the  Registration  Statement
      described in the Registration Rights Agreement is first declared effective
      by the Commission.

            "ELIGIBLE  MARKET"  means any of the New York  Stock  Exchange,  the
      American Stock  Exchange,  the Nasdaq  National Market or the Nasdaq Small
      Cap.

            "EXCHANGE  ACT" means the United States  Securities  Exchange Act of
      1934, as amended.

            "LIEN"   means  any  lien,   charge,   claim,   security   interest,
      encumbrance, right of first refusal or other restriction.

            "LOSSES"  means any and all losses,  claims,  damages,  liabilities,
      settlement costs and expenses,  including,  without  limitation,  costs of
      preparation and reasonable attorneys' fees.

            "PERSON" means any individual or  corporation,  partnership,  trust,
      incorporated  or  unincorporated   association,   joint  venture,  limited
      liability  company,  joint  stock  company,  government  (or an  agency or
      subdivision thereof) or any court or other federal,  state, local or other
      governmental authority or other entity of any kind.

            "PROCEEDING"  means  an  action,   claim,  suit,   investigation  or
      proceeding  (including,  without  limitation,  an investigation or partial
      proceeding, such as a deposition), whether commenced or threatened.

            "REGISTRATION  RIGHTS  AGREEMENT"  has the meaning  specified in the
      preamble to this Agreement.

            "SECURITIES  ACT" has the meaning  specified in the preamble to this
      Agreement.

            "SHARES"  has  the  meaning   specified  in  the  preamble  to  this
      Agreement.

            "SUBSIDIARY"  means  the  following  subsidiaries  of  the  Company:
      Workstream USA, Inc., Xylo, Inc.,  Paula Allen Holdings,  Inc.,  Rezlogic,
      Inc., The Omni Partners, Inc., 6Figurejobs.com, Inc. and Icarian, Inc.

            "TRADING  DAY"  means (a) any day on which  the  Common  Shares  are
      listed or quoted  and traded on its  primary  Trading  Market,  (b) if the
      Common  Shares are not then  listed or quoted  and traded on any  Eligible


                                      -2-
<PAGE>


      Market,  then a day on which trading occurs on the NASDAQ Small Cap Market
      (or any successor thereto), or (c) if trading does not occur on the NASDAQ
      Small Cap Market (or any successor thereto), any Business Day.

            "TRADING  MARKET"  means the  NASDAQ  Small Cap  Market or any other
      Eligible Market on which the Common Shares are then listed or quoted.

            "TRANSACTION  DOCUMENTS"  means  this  Agreement,  the  Registration
      Rights  Agreement  and any  other  documents  or  agreements  executed  in
      connection with the transactions contemplated hereunder.

            "TRANSFER  AGENT" means American Stock Transfer and Trust Company or
      any other  transfer agent selected by the Company and specified in writing
      to the Purchaser.


                                   ARTICLE II
                                PURCHASE AND SALE

      2.1   Closing.  Subject  to the  terms  and  conditions set  forth in this
Agreement, at the Closing the Company shall issue and sell to the Purchaser, and
the Purchaser  shall purchase from the Company,  the Shares for a purchase price
of US$1.60 per Share for an aggregate  purchase  price of  US$____________  (the
"Purchase   Price").   The   Closing   shall  take  place  at  the   offices  of
Perley-Robertson,  Hill & McDougall  LLP, 90 Sparks Street,  4th Floor,  Ottawa,
Ontario K1P 1E2  immediately  following the execution  hereof,  or at such other
location or time as the parties may agree.

      2.2   Closing Deliveries.

                  (a) At the Closing,  the Company  shall deliver or cause to be
delivered to the Purchaser the following:

                       (i) one or more stock certificates, free and clear of all
      restrictive  and other  legends  (except as expressly  provided in Section
      4.1(b)  hereof),  evidencing  the  Shares  registered  in the  name of the
      Purchaser;

                       (ii) the Registration  Rights  Agreement  executed by the
      Company; and

                       (iii) a legal opinion of Company Counsel,  in the form of
      Exhibit B, executed by such counsel and delivered to the Purchaser.

                  (b) At the Closing, the Purchaser shall deliver or cause to be
delivered to the Company the Purchase  Price,  in United  States  dollars and in
immediately  available  funds,  by wire  transfer to the account  designated  in
writing by the Company for such purpose.


                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

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


                                      -3-
<PAGE>


                  (a)  Subsidiaries.  The Company owns,  directly or indirectly,
all of the capital stock or  comparable  equity  interests of the  Subsidiaries,
free and clear of any Lien, and all the issued and outstanding shares of capital
stock or comparable  equity  interests of each Subsidiary are validly issued and
are fully paid,  non-assessable and free of preemptive and similar rights. Other
than the  Subsidiaries,  no other direct or indirect  subsidiary  of the Company
constitutes  a  "significant  subsidiary"  as defined in  Regulation  S-X of the
Exchange Act.

                  (b)  Organization and  Qualification.  Each of the Company and
each  Subsidiary  is an entity  duly  organized,  validly  existing  and in good
standing under the laws of the jurisdiction of its incorporation or organization
(as  applicable),  with the  requisite  power and  authority  to own and use its
properties  and  assets and to carry on its  business  as  currently  conducted.
Neither the Company nor any  Subsidiary is in violation of any of the provisions
of its  respective  certificate  or articles of  incorporation,  bylaws or other
organizational or charter  documents.  To the knowledge of the Company,  each of
the Company and the Subsidiaries is duly qualified to do business and is in good
standing as a foreign  corporation or other entity in each jurisdiction in which
the  nature  of the  business  conducted  or  property  owned by it  makes  such
qualification necessary,  except where the failure to be so qualified or in good
standing, as the case may be, could not,  individually or in the aggregate,  (i)
adversely  affect the legality,  validity or  enforceability  of any Transaction
Document,  (ii) have or result in a material  adverse  effect on the  results of
operations,  assets,  business or  condition  (financial  or  otherwise)  of the
Company and the  Subsidiaries,  taken as a whole, or (iii) adversely  impair the
Company's  ability to perform fully on a timely basis its obligations  under any
of the  Transaction  Documents (any of (i), (ii) or (iii),  a "MATERIAL  ADVERSE
EFFECT").

                  (c) Authorization;  Enforcement. The Company has the requisite
corporate  power and authority to enter into and to consummate the  transactions
contemplated by each of the Transaction Documents and otherwise to carry out its
obligations hereunder and thereunder.  The execution and delivery of each of the
Transaction  Documents  by  the  Company  and  the  consummation  by it  of  the
transactions  contemplated  hereby and thereby have been duly  authorized by all
necessary  action on the part of the Company and no further consent or action is
required by the Company, its Board of Directors or its stockholders. Each of the
Transaction  Documents  has been (or upon delivery will be) duly executed by the
Company and is, or when  delivered in  accordance  with the terms  hereof,  will
constitute,  the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms.

                  (d) No Conflicts.  The execution,  delivery and performance of
the Transaction  Documents by the Company and the consummation by the Company of
the  transactions  contemplated  hereby  and  thereby  do not and  will  not (i)
conflict  with or violate any  provision of the  Company's  or any  Subsidiary's
certificate  or articles of  incorporation,  bylaws or other  organizational  or
charter documents, (ii) conflict with, or constitute a default (or an event that
with notice or lapse of time or both would become a default)  under,  or give to
others any rights of termination,  amendment, acceleration or cancellation (with
or without notice,  lapse of time or both) of, any agreement,  credit  facility,
debt or other instrument  (evidencing a Company or Subsidiary debt or otherwise)
or other  understanding  to which the Company or any Subsidiary is a party or by
which  any  property  or  asset of the  Company  or any  Subsidiary  is bound or


                                      -4-
<PAGE>


affected, except to the extent that such conflict,  default or termination right
could not reasonably be expected to have a Material Adverse Effect, or (iii), to
the  knowledge  of  the  Company,  result  in a  violation  of  any  law,  rule,
regulation,  order,  judgment,  injunction,  decree or other  restriction of any
court or governmental  authority to which the Company or a Subsidiary is subject
(including  federal and state  securities laws and regulations and the rules and
regulations  of any  self-regulatory  organization  to which the  Company or its
securities  are subject),  or by which any property or asset of the Company or a
Subsidiary is bound.

                  (e)  Issuance  of the Shares.  The Shares are duly  authorized
and, when issued and paid for in accordance with the Transaction Documents, will
be duly and validly issued, fully paid and nonassessable,  free and clear of all
Liens  (except  for Liens  created by the  placement  of the legend set forth in
Section  4.1(b)  on any  certificate  evidencing  the  Shares)  and shall not be
subject to preemptive rights or similar rights of stockholders.

                  (f)  Capitalization.  The  authorized  capital  stock  of  the
Company consists of an unlimited number of shares of Common Shares,  of which as
of December 2, 2003,  23,200,659 Common Shares were issued and outstanding,  and
an  unlimited  number  of  shares of Class A  Preferred  Shares,  of which as of
December 2, 2003, 0 shares were issued and outstanding.  All outstanding  shares
of  capital  stock  are  duly  authorized,   validly  issued,   fully  paid  and
nonassessable and have been issued in compliance with all applicable  securities
laws,  except  where the failure to be so  authorized,  issued or in  compliance
could not reasonably be expected to result in a Material Adverse Effect.

                  (g) SEC Reports;  Financial Statements.  The Company has filed
all  reports  required  to be filed  by it under  the  Exchange  Act,  including
pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date
hereof (or such  shorter  period as the Company was required by law to file such
material) (the foregoing materials being collectively  referred to herein as the
"SEC REPORTS") on a timely basis or has received a valid  extension of such time
of filing and has filed any such SEC Reports prior to the expiration of any such
extension. The Company has delivered to the Purchaser true, correct and complete
copies of all SEC Reports,  if any, filed within the ten (10) days preceding the
date  hereof.  As of their  respective  dates,  the SEC Reports  complied in all
material  respects with the  requirements  of the Exchange Act and the rules and
regulations  of the  Commission  promulgated  thereunder,  and  none  of the SEC
Reports,  when  filed,  contained  any untrue  statement  of a material  fact or
omitted to state a material fact  required to be stated  therein or necessary in
order to make the statements  therein,  in the light of the circumstances  under
which they were made, not  misleading.  The financial  statements of the Company
included in the SEC Reports  comply in all  material  respects  with  applicable
accounting  requirements  and the rules and  regulations of the Commission  with
respect  thereto as in effect at the time of filing.  Such financial  statements
have  been  prepared  in  accordance  with  United  States  generally   accepted
accounting  principles applied on a consistent basis during the periods involved
("GAAP"),  except as may be otherwise specified in such financial  statements or
the notes  thereto,  and fairly  present in all material  respects the financial
position  of the  Company and its  consolidated  subsidiaries  as of and for the
dates thereof and the results of operations  and cash flows for the periods then
ended,  subject,  in the case of unaudited  statements,  to normal,  immaterial,
year-end audit adjustments.  All material agreements to which the Company or any
Subsidiary  is a party or to which the  property or assets of the Company or any
Subsidiary are subject are included as part of or specifically identified in the
SEC Reports.


                                      -5-
<PAGE>


                  (h)  Material  Changes.  Since the date of the latest  audited
financial  statements  included  within the SEC Reports,  except as specifically
disclosed  in the SEC  Reports,  (i)  there  has been no  event,  occurrence  or
development that, individually or in the aggregate, has had or that could result
in a Material Adverse Effect,  (ii) the Company has not incurred any liabilities
(contingent  or otherwise)  other than (A) trade  payables and accrued  expenses
incurred in the ordinary  course of business  consistent  with past practice and
(B)  liabilities  not  required  to be  reflected  in  the  Company's  financial
statements pursuant to GAAP or required to be disclosed in filings made with the
Commission,  (iii) the Company has not altered its method of  accounting  or the
identity of its auditors, (iv) the Company has not declared or made any dividend
or  distribution  of cash or other  property to its  stockholders  or purchased,
redeemed or made any  agreements to purchase or redeem any shares of its capital
stock, and (v) the Company has not issued any equity  securities to any officer,
director or Affiliate, except pursuant to existing Company stock option plans.

                  (i)  Absence  of  Litigation.  Except  as set forth in the SEC
Reports, there is no action, suit, claim,  proceeding,  inquiry or investigation
before  or by  any  court,  public  board,  government  agency,  self-regulatory
organization  or body pending or, to the  knowledge  of the Company,  threatened
against  or  affecting  the  Company  or  any of the  Subsidiaries  that  could,
individually or in the aggregate, have a Material Adverse Effect.

                  (j) Compliance.  Neither the Company nor any Subsidiary (i) is
in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both,  would result in a default by
the Company or any  Subsidiary  under),  nor has the  Company or any  Subsidiary
received  notice  of a  claim  that  it is in  default  under  or  that it is in
violation of, any indenture,  loan or credit agreement or any other agreement or
instrument  to which it is a party  or by which it or any of its  properties  is
bound  (whether or not such default or violation  has been  waived),  (ii) is in
violation of any order of any court,  arbitrator or governmental  body, or (iii)
to the  knowledge  of the  Company,  is or has been in violation of any statute,
rule or regulation of any governmental  authority,  including without limitation
all  foreign,  federal,  state and local laws  relating to taxes,  environmental
protection,  occupational  health and  safety,  product  quality  and safety and
employment and labor matters,  except in each case as could not, individually or
in the aggregate, have or result in a Material Adverse Effect.

                  (k) Title to Assets.  Except as set forth on Schedule  3.1(k),
the Company and the Subsidiaries  have good and marketable title in all personal
property  owned by them that is material to the  business of the Company and the
Subsidiaries,  in each case free and clear of all Liens,  except for Liens as do
not materially affect the value of such property and do not materially interfere
with the use made and  proposed  to be made of such  property by the Company and
the  Subsidiaries.  To the  knowledge  of the  Company,  any real  property  and
facilities held under lease by the Company and the Subsidiaries are held by them
under  valid,  subsisting  and  enforceable  leases of which the Company and the
Subsidiaries are in compliance.


                                      -6-
<PAGE>


                  (l)  Certain  Fees.  Except for the fees to the Agent,  all of
which are payable to registered broker-dealers, no brokerage or finder's fees or
commissions  are or will be payable  by the  Company  to any  broker,  financial
advisor or consultant, finder, placement agent, investment banker, bank or other
Person with respect to the transactions  contemplated by this Agreement, and the
Company has not taken any action that would cause any Purchaser to be liable for
any such fees or commissions.

                  (m)  Private  Placement.  Neither  the  Company nor any Person
acting on the  Company's  behalf has sold or offered  to sell or  solicited  any
offer  to buy the  Shares  by  means  of any  form of  general  solicitation  or
advertising. Neither the Company nor any of its Affiliates nor any Person acting
on the Company's behalf has, directly or indirectly, at any time within the past
six months,  made any offer or sale of any security or solicitation of any offer
to buy any security under circumstances that would eliminate the availability of
the exemption from  registration  under Regulation D under the Securities Act in
connection  with the offer and sale of the Shares as  contemplated  hereby.  The
offer  and  sale  of the  Shares  hereby,  together  with  any  other  offerings
integrated  therewith,  do not require stockholder approval under the applicable
provisions of the rules and  regulations of the Trading  Market.  The Company is
not, and is not an Affiliate of, an "investment  company"  within the meaning of
the Investment Company Act of 1940, as amended.

                  (n) Form S-3 Eligibility.  The Company is eligible to register
its Common Stock for resale by the Purchaser  using Form S-3  promulgated  under
the Securities Act.

                  (o) Listing and  Maintenance  Requirements.  The Company is in
compliance  with the listing or maintenance  requirements  of its Trading Market
and will take all steps  necessary  to have its  Common  Shares  continue  to be
traded and listed on its  Trading  Market.  The Company has no reason to believe
that it will not in the foreseeable future continue to be in compliance with all
such  listing  and  maintenance  requirements,   except  for  such  listing  and
maintenance requirements relating to the maintenance of a minimum trading price.

                  (p) Application of Takeover  Protections.  There is no control
share acquisition, business combination, poison pill (including any distribution
under a rights  agreement) or other similar  anti-takeover  provision  under the
Company's charter documents or the laws of its state of incorporation that is or
could become applicable to any of the Purchaser as a result of the Purchaser and
the Company  fulfilling  their  obligations or exercising their rights under the
Transaction  Documents,  including,  without  limitation,  as a  result  of  the
Company's issuance of the Shares and the Purchaser's ownership of the Shares.

                  (q) Disclosure.  The Company  confirms that neither it nor any
other Person  acting on its behalf has provided the Purchaser or their agents or
counsel with any  information  that  constitutes or might  constitute  material,
nonpublic  information.  The Company understands and confirms that the Purchaser
will  rely  on  the  foregoing  representations  in  effecting  transactions  in
securities of the Company.  All disclosure  provided to the Purchaser  regarding
the Company, its business and the transactions  contemplated  hereby,  including
the  Schedules to this  Agreement,  furnished by or on behalf of the Company are
true and correct and do not contain any untrue  statement of a material  fact or


                                      -7-
<PAGE>


omit to state any material fact necessary in order to make the  statements  made
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading.  No event or  circumstance  has occurred or information  exists with
respect to the  Company  or any of its  Subsidiaries  or its or their  business,
properties,  operations or financial  conditions,  which,  under applicable law,
rule or regulation,  requires  public  disclosure or announcement by the Company
but  which  has  not  been so  publicly  announced  or  disclosed.  The  Company
acknowledges  and agrees  that the  Purchaser  has not made nor will it make any
representations  or  warranties  with respect to the  transactions  contemplated
hereby other than those specifically set forth in Section 3.2.

                  (r) Acknowledgment  Regarding  Purchaser's Purchase of Shares.
The Company  acknowledges  and agrees that the Purchaser is acting solely in the
capacity of an arm's length  purchaser  with respect to this  Agreement  and the
transactions  contemplated  hereby.  The Company further  acknowledges  that the
Purchaser  is not acting as a financial  advisor or fiduciary of the Company (or
in any similar  capacity)  with respect to this  Agreement and the  transactions
contemplated  hereby  and  any  advice  given  by  the  Purchaser  or any of its
representatives or agents in connection with this Agreement and the transactions
contemplated  hereby is merely  incidental  to the  Purchaser's  purchase of the
Shares.  The Company  further  represents  to the  Purchaser  that the Company's
decision to enter into this  Agreement has been based solely on the  independent
evaluation  of the  transactions  contemplated  hereby  by the  Company  and its
representatives.

                  (s) Patents and Trademarks.  The Company and the  Subsidiaries
have,  or have rights to use,  all  patents,  patent  applications,  trademarks,
trademark  applications,  service marks, trade names,  copyrights,  licenses and
other similar  rights that are necessary or material for use in connection  with
their  respective  businesses  as  described  in the SEC  Reports  and which the
failure  to so have  could have a Material  Adverse  Effect  (collectively,  the
"INTELLECTUAL  PROPERTY  RIGHTS").  Neither the Company nor any  Subsidiary  has
received a written  notice  that the  Intellectual  Property  Rights used by the
Company or any  Subsidiary  violates or infringes upon the rights of any Person.
To the  knowledge  of the Company,  all such  Intellectual  Property  Rights are
enforceable  and there is no existing  infringement  by another Person of any of
the Intellectual Property Rights.

                  (t)  Regulatory  Permits.  The  Company  and the  Subsidiaries
possess all certificates,  authorizations  and permits issued by the appropriate
federal,  state,  local or foreign regulatory  authorities  necessary to conduct
their  respective  businesses as described in the SEC Reports,  except where the
failure to possess such permits  could not,  individually  or in the  aggregate,
have or result in a Material Adverse Effect  ("MATERIAL  PERMITS"),  and neither
the Company nor any Subsidiary  has received any notice of proceedings  relating
to the revocation or modification of any Material Permit.

                  (u) Solvency.  Based on the financial condition of the Company
as of the Closing  Date after  giving  effect to the  transactions  contemplated
herein:  (i) the Company's  fair saleable value of its assets exceeds the amount
that will be  required  to be paid on or in  respect of the  Company's  existing
debts and other  liabilities  (including known  contingent  liabilities) as they
mature;  (ii) the Company's assets do not constitute  unreasonably small capital
to carry on its business  for the current  fiscal year as now  conducted  and as
proposed to be  conducted  including  its capital  needs taking into account the
particular capital  requirements of the business  conducted by the Company,  and


                                      -8-
<PAGE>


projected capital requirements and capital  availability  thereof; and (iii) the
current cash flow of the Company,  together  with the proceeds the Company would
receive,  were it to liquidate all of its assets,  after taking into account all
anticipated  uses of the cash,  would be  sufficient to pay all amounts on or in
respect of its debt when such amounts are required to be paid.  The Company does
not intend to incur  debts  beyond its  ability to pay such debts as they mature
(taking  into  account  the  timing  and  amounts of cash to be payable on or in
respect of its debt).

                  (v)  Internal  Accounting   Controls.   The  Company  and  the
Subsidiaries  maintain a system of internal  accounting  controls  sufficient to
provide  reasonable  assurance that (i)  transactions are executed in accordance
with  management's  general or specific  authorizations,  (ii)  transactions are
recorded  as  necessary  to  permit  preparation  of  financial   statements  in
conformity  with GAAP,  (iii) access to assets is permitted  only in  accordance
with  management's  general or  specific  authorization,  and (iv) the  recorded
accountability  for assets is compared  with the existing  assets at  reasonable
intervals and appropriate action is taken with respect to any differences.

                  (w) Sarbanes-Oxley  Act. The Company is in compliance with any
and all  applicable  requirements  of the  Sarbanes-Oxley  Act of 2002  that are
effective  as of  the  date  hereof,  and  any  and  all  applicable  rules  and
regulations  promulgated by the Commission  thereunder  that are effective as of
the date hereof, except where such noncompliance would not have, individually or
in the aggregate, a Material Adverse Effect.

                  (x) Foreign Corrupt  Practices.  Neither the Company,  nor the
Subsidiaries,  nor to the knowledge of the Company any director, officer, agent,
employee or other Person acting on behalf of the Company or any Subsidiary  has,
in the course of its  actions  for,  or on behalf of, the  Company  (i) used any
corporate  funds for any unlawful  contribution,  gift,  entertainment  or other
unlawful  expenses  relating  to  political  activity;  (ii) made any  direct or
indirect  unlawful  payment to any  foreign or domestic  government  official or
employee  from  corporate  funds;  (iii)  violated  or is in  violation  of  any
provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv)
made any unlawful bribe, rebate,  payoff,  influence payment,  kickback or other
unlawful payment to any foreign or domestic government official or employee.


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

                  (a) Organization;  Authority.  The Purchaser is an entity duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction  of its  incorporation  or organization  (as  applicable)  with the
requisite  power and authority to enter into and to consummate the  transactions
contemplated  by the  Transaction  Documents  and  otherwise  to  carry  out its
obligations  hereunder  and  thereunder.  The  purchase by the  Purchaser of the
Shares hereunder has been duly authorized by all necessary action on the part of
the Purchaser.  This Agreement and the  Registration  Rights Agreement have been
duly executed and delivered by the Purchaser and each  constitutes the valid and
binding obligation of such Purchaser,  enforceable against it in accordance with
its terms.


                                      -9-
<PAGE>


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

                  (c) Investment  Intent.  The Purchaser is acquiring the Shares
as principal  for its own account for  investment  purposes  only and not with a
view to or for distributing or reselling the Shares or any part thereof, without
prejudice,  however, to the Purchaser's right, subject to the provisions of this
Agreement  and  the  Registration  Rights  Agreement,  at all  times  to sell or
otherwise  dispose of all or any part of the  Shares  pursuant  to an  effective
registration  statement under the Securities Act or under an exemption from such
registration  and in compliance  with  applicable  federal and state  securities
laws.  The Purchaser does not have any agreement or  understanding,  directly or
indirectly, with any Person to distribute any of the Shares.

                  (d)  Purchaser  Status.  At the time the Purchaser was offered
the Shares it was,  and at the date hereof it is, an  "accredited  investor"  as
defined in Rule 501(a) under the Securities Act.

                  (e) Experience of the Purchaser.  The Purchaser,  either alone
or together with its  representatives,  has such knowledge,  sophistication  and
experience in business and  financial  matters so as to be capable of evaluating
the merits and risks of the  prospective  investment  in the Shares,  and has so
evaluated the merits and risks of such investment. The Purchaser is able to bear
the economic  risk of an  investment  in the Shares and, at the present time, is
able to afford a complete loss of such investment.

                  (f) Offering  Exemption.  The Purchaser  understands  that the
Shares are being offered and sold in reliance upon specific  exemptions from the
registration requirements of United States federal and state securities laws and
that the Company is relying upon the truth and accuracy of the  representations,
warranties, agreements,  acknowledgements and understandings set forth herein in
order to determine the  applicability  of such exemptions and the suitability of
the undersigned to acquire the Shares.

                  (g) Access to Information.  The Purchaser acknowledges that it
has reviewed the Disclosure  Materials and has been afforded (i) the opportunity
to ask such  questions  as it has deemed  necessary  of, and to receive  answers
from,  representatives of the Company concerning the terms and conditions of the
offering of the Shares and the merits and risks of investing in the Shares; (ii)
access  to  information  about  the  Company  and  the  Subsidiaries  and  their
respective financial  condition,  results of operations,  business,  properties,
management and prospects sufficient to enable it to evaluate its investment; and
(iii) the  opportunity to obtain such  additional  information  that the Company
possesses  or can  acquire  without  unreasonable  effort  or  expense  that  is
necessary  to  make  an  informed   investment  decision  with  respect  to  the


                                      -10-
<PAGE>


investment.  Neither such inquiries nor any other investigation  conducted by or
on behalf of the Purchaser or its representatives or counsel shall modify, amend
or affect the Purchaser's right to rely on the truth,  accuracy and completeness
of the  Disclosure  Materials and the Company's  representations  and warranties
contained in the Transaction Documents.

                                   ARTICLE IV
                         OTHER AGREEMENTS OF THE PARTIES

      4.1   Transfer Restrictions.

                  (a)  The  Shares  may  only  be  disposed  of  pursuant  to an
effective  registration  statement  under the  Securities  Act or pursuant to an
available  exemption from the  registration  requirements of the Securities Act,
and in compliance with any applicable  state securities laws. In connection with
any  transfer of the Shares  other than  pursuant to an  effective  registration
statement or to the Company or pursuant to Rule 144(k),  except as otherwise set
forth herein,  the Company may require the  transferor to provide to the Company
an opinion of counsel  selected by the  transferor,  the form and  substance  of
which  opinion shall be reasonably  satisfactory  to the Company,  to the effect
that such transfer does not require registration under the Securities Act.

                  (b) The  Purchaser  agrees  to the  imprinting,  so long as is
required by this Section 4.1(b),  of a legend on any certificate  evidencing the
Shares in substantially the form set forth below:

          THESE   SECURITIES  HAVE  NOT  BEEN  REGISTERED  WITH  THE
          SECURITIES  AND  EXCHANGE  COMMISSION  OR  THE  SECURITIES
          COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
          REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
          (THE  "SECURITIES  ACT"),  AND,  ACCORDINGLY,  MAY  NOT BE
          OFFERED  OR  SOLD   EXCEPT   PURSUANT   TO  AN   EFFECTIVE
          REGISTRATION   STATEMENT   UNDER  THE  SECURITIES  ACT  OR
          PURSUANT  TO  AN  AVAILABLE   EXEMPTION   FROM,  OR  IN  A
          TRANSACTION NOT SUBJECT TO, THE REGISTRATION  REQUIREMENTS
          OF THE  SECURITIES ACT AND IN ACCORDANCE  WITH  APPLICABLE
          STATE  SECURITIES  LAWS.  NOTWITHSTANDING  THE  FOREGOING,
          THESE  SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA
          FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
          SECURED BY SUCH SECURITIES.

Certificates  evidencing the Shares shall not be required to contain such legend
(i) if a registration  statement  covering the resale of the Shares is effective
under the Securities Act and the Shares are sold or transferred pursuant to such
registration  statement under the Securities Act, (ii) following any sale of the
Shares  pursuant to Rule 144, or (iii) if the Shares are eligible for sale under
Rule  144(k),   or  (iv)  if  such  legend  is  not  required  under  applicable
requirements  of the  Securities  Act (including  judicial  interpretations  and
pronouncements  issued by the Staff of the Commission).  The Company shall cause
its counsel to issue a legal opinion to the Transfer Agent on the Effective Date


                                      -11-
<PAGE>


if required by the Transfer Agent to effect the removal of the legend hereunder.
At such time as a legend is no longer required for the Shares,  the Company will
no later than three Trading Days  following the delivery by the Purchaser to the
Company or the Transfer Agent of a legended certificate representing the Shares,
use its best  efforts to cause to be delivered  to the  Purchaser a  certificate
representing  the Shares that is free from all  restrictive  and other  legends.
Unless  required under  applicable law, the Company may not make any notation on
its records or give  instructions  to any  transfer  agent of the  Company  that
enlarge the restrictions on transfer set forth in this Section.

      4.2 Furnishing of Information.  As long as the Purchaser owns Shares,  the
Company  covenants to use its best efforts to timely file (or obtain  extensions
in respect  thereof and file  within the  applicable  grace  period) all reports
required  to be filed by the  Company  after  the date  hereof  pursuant  to the
Exchange  Act. Upon the request of the  Purchaser,  the Company shall deliver to
the Purchaser a written certification of a duly authorized officer as to whether
it has complied  with the  preceding  sentence.  As long as the  Purchaser  owns
Shares,  from the  Closing  until the  Purchaser  is eligible to use Rule 144(k)
under the  Securities  Act,  if the  Company  is not  required  to file  reports
pursuant to such laws,  it will  prepare and furnish to the  Purchaser  and make
publicly available in accordance with paragraph (c) of Rule 144 such information
as is required for the  Purchaser to sell the Shares under Rule 144. The Company
further  covenants  that it will take such  further  action as the  Purchaser or
subsequent holder of Shares may reasonably  request to satisfy the provisions of
Rule 144 applicable to the issuer of securities relating to transactions for the
sale of  securities  pursuant  to Rule  144,  but  only to the  extent  that the
Company, or counsel of the Company agree that the Purchaser or subsequent holder
is able to avail themselves of the exemption created by Rule 144.

      4.3  Integration.  From and after the date hereof,  the Company shall not,
and shall use its best efforts to ensure that no Affiliate of the Company shall,
sell, offer for sale or solicit offers to buy or otherwise  negotiate in respect
of any  security (as defined in Section 2 of the  Securities  Act) that would be
integrated  with the offer or sale of the Shares in a manner that would  require
the  registration  under  the  Securities  Act of the sale of the  Shares to the
Purchaser,  or that would be integrated with the offer or sale of the Shares for
purposes of the rules and regulations of any Trading Market.

      4.4 Listing of Shares. The Company shall take all steps necessary to cause
its Common Shares to be approved for listing on its Trading  Market and maintain
the listing of such Common  Shares on such  Trading  Market or another  Eligible
Market. The Company covenants to promptly file any listing application  required
by its Trading Market with respect to the Shares.

      4.5 Use of Proceeds.  The Company shall use the net proceeds from the sale
of the Shares  hereunder  and the Canadian  Offering  (as defined  below) in the
following order: (i) first, to repay or otherwise cause the satisfaction in full
of all amounts  outstanding  under any  convertible  notes of the Company,  (ii)
second,  to pay any and all expenses incurred in connection with the sale of the
Shares  hereunder and the filing and maintaining of any  registration  statement
required by this  Agreement  and the  Registration  Rights  Agreement  and (iii)
third,   any  remaining   proceeds  to  be  used  for  general  working  capital
requirements of the Company.


                                      -12-
<PAGE>


      4.6 Securities Laws Disclosure;  Publicity.  Within three Business Days of
the  Closing  Date,  the  Company  shall issue a press  release  disclosing  the
material terms of the transactions  contemplated  hereby (the "PRESS  RELEASE").
Thereafter,  the Company  shall timely file any filings and notices  required by
the Commission or applicable law with respect to the  transactions  contemplated
hereby.  Notwithstanding the foregoing,  the Company shall not publicly disclose
the name of the  Purchaser,  or include the name of the  Purchaser in any filing
with the  Commission or any  regulatory  agency or Trading  Market,  without the
prior written consent of the Purchaser,  except to the extent such disclosure is
required  by  applicable  law or the rules  and  regulations  under the  Trading
Market.  The  Purchaser  shall not request and the Company  shall not, and shall
cause each of its Subsidiaries  and its and each of their  respective  officers,
directors,  employees and agents not to, provide the Purchaser with any material
nonpublic  information regarding the Company or any of its Subsidiaries from and
after the issuance of the Press Release  without the express  written consent of
the  Purchaser.  In the  event  of a breach  of the  foregoing  covenant  by the
Company,  any of its Subsidiaries,  or any of its or their respective  officers,
directors, employees and agents, in addition to any other remedy provided herein
or in the Transaction  Documents,  the Purchaser shall have the right to require
the Company to make a public disclosure,  in the form of a press release, public
advertisement  or  otherwise,  of  such  material  nonpublic  information.   The
Purchaser shall not have any liability to the Company, its Subsidiaries,  or any
of its or their  respective  officers,  directors,  employees,  stockholders  or
agents for any such  disclosure.  Subject to the foregoing,  neither the Company
nor the Purchaser shall issue any press releases or any other public  statements
with respect to the transactions  contemplated hereby;  provided,  however, that
the Company shall be entitled,  without the prior approval of the Purchaser,  to
make  any  press  release  or  other  public  disclosure  with  respect  to such
transactions as is required by applicable law and regulations.

      4.7 Canadian Offering; U.S. Offering.

                  (a) The Purchaser  acknowledges that prior to the Closing, the
Company  sold  2,500,000  Common  Shares for gross  proceeds  to the  Company of
US$4,000,000  of Common Shares to various  purchasers  in Canada (the  "Canadian
Offering")  and, in connection  therewith,  the Company's  agent received a cash
commission of US$280,000  from the gross  proceeds of such offering  received by
the Company and a warrant to purchase up to 400,000 Common Shares at an exercise
price of US$1.60 and a expiration date of December 9, 2005.

                  (b) The  Purchaser  further  acknowledges  that  prior  to the
Closing the Company sold 625,000 Common Shares for gross proceeds to the Company
of  US$1,000,000  to a U.S.  investor  and, in connection  therewith,  the Agent
received a commission equal to US$100,000 which was paid in 62,500 Common Shares
in lieu of cash and a  warrant  to  purchase  up to 62,500  Common  Shares at an
exercise price of US$1.60 and an expiration date of December 11, 2008.

      4.8 Agent's Fee. The Purchaser  acknowledges that the Company has retained
the  Agent  to act as the  Agent  in  connection  with  the  sale of the  Shares
hereunder.  For the services rendered by the Agent in such capacity, the Company
has  agreed to pay the  Agent a cash  commission  of 10% of the  gross  proceeds
received by the Company in  connection  with the sale of the Shares  hereby.  In
addition,  as part  consideration  for the services  rendered by the Agent,  the


                                      -13-
<PAGE>


Company has agreed,  subject to regulatory  approval,  to issue the Agent or its
designee a warrant (the "Agent's  Warrant")  exercisable  at any time up to five
years  following  the Closing  entitling  the Agent to  purchase  that number of
Common  Shares  equal to 10% of the number of Shares  sold hereby at an exercise
price equal to $1.60 per Common Share. At the option of the Agent and subject to
any required regulatory approval, the Agent or its designee shall be entitled to
receive all or a portion of the  commission  by way of Common Shares issued at a
value of $1.60 per Common Share.

      4.9  Reimbursement.  If the  Purchaser  or any  of its  Affiliates  or any
officer,  director,  partner,  controlling  Person,  employee  or  agent  of the
Purchaser or any of its Affiliates (a "RELATED  PERSON") becomes involved in any
capacity in any Proceeding  brought by or against any Person in connection  with
or as a result of the  transactions  contemplated by the Transaction  Documents,
the Company will indemnify and hold harmless the Purchaser or Related Person for
its  reasonable   legal  and  other   expenses   (including  the  costs  of  any
investigation, preparation and travel) and for any Losses incurred in connection
therewith,  as such expenses or Losses are incurred,  excluding only Losses that
result  from the  Purchaser's  or Related  Person's  gross  negligence,  willful
misconduct or breaches of the Purchaser's representations, warranties, covenants
and agreements contained in the Transaction Documents.  In addition, the Company
shall  indemnify and hold  harmless the  Purchaser  and Related  Person from and
against  any and all  Losses,  as  incurred,  arising  out of or relating to any
breach by the Company of any of the  representations,  warranties  or  covenants
made by the Company in this Agreement or any other Transaction  Document, or any
allegation by a third party that, if true, would  constitute such a breach.  The
conduct of any  Proceedings  for which  indemnification  is available under this
paragraph   shall  be  governed  by  the   indemnification   provisions  of  the
Registration Rights Agreement.  The  indemnification  obligations of the Company
under this paragraph  shall be in addition to any liability that the Company may
otherwise  have  and  shall be  binding  upon and  inure to the  benefit  of any
successors, assigns, heirs and personal representatives of the Purchaser and any
such Related Persons. The Company also agrees that neither the Purchaser nor any
Related Persons shall have any liability to the Company or any Person  asserting
claims on behalf of or in right of the Company in connection with or as a result
of the  transactions  contemplated  by the Transaction  Documents  except to the
extent  that any  Losses  incurred  by the  Company  result  from (a) the  gross
negligence  or  willful  misconduct  of  the  Purchaser  or  Related  Person  in
connection   with  such   transactions   or  (b)  breaches  of  the  Purchaser's
representations,   warranties,   covenants  or   agreements   contained  in  the
Transaction  Documents.  If the  Company  breaches  its  obligations  under  any
Transaction Document, then, in addition to any other liabilities the Company may
have under any Transaction  Document or applicable law, the Company shall pay or
reimburse the Purchaser on demand for all costs of  collection  and  enforcement
(including  reasonable  attorneys fees and expenses).  The Company  specifically
agrees to  reimburse  the  Purchaser  on demand for all costs of  enforcing  the
indemnification obligations in this paragraph.

                                   ARTICLE V
                                   CONDITIONS

      5.1  Conditions  Precedent  to  the  Obligations  of  the  Purchaser.  The
obligation  of the  Purchaser  to acquire the Share at the Closing is subject to
the satisfaction or waiver by the Purchaser,  at or before the Closing,  of each
of the following conditions:


                                      -14-
<PAGE>


                  (a)  Representations  and Warranties.  The representations and
warranties  of the  Company  contained  herein  shall be true and correct in all
material  respects as of the date when made and as of the Closing as though made
on and as of such date; and

                  (b) Performance.  The Company shall have performed,  satisfied
and  complied  in all  material  respects  with all  covenants,  agreements  and
conditions required by the Transaction  Documents to be performed,  satisfied or
complied with by it at or prior to the Closing.

      5.2 Conditions Precedent to the Obligations of the Company. The obligation
of the Company to sell the Shares at the Closing is subject to the  satisfaction
or waiver by the  Company,  at or before the Closing,  of each of the  following
conditions:

                  (a)  Representations  and Warranties.  The representations and
warranties  of the Purchaser  contained  herein shall be true and correct in all
material  respects as of the date when made and as of the Closing Date as though
made on and as of such date; and

                  (b) Performance. The Purchaser shall have performed, satisfied
and  complied  in all  material  respects  with all  covenants,  agreements  and
conditions required by the Transaction  Documents to be performed,  satisfied or
complied with by the Purchaser at or prior to the Closing.

                                   ARTICLE VI
                                  MISCELLANEOUS

      6.1  Termination.  This  Agreement may be terminated by the Company or the
Purchaser,  by written notice to the other parties,  if the Closing has not been
consummated  by the third  Trading  Day  following  the date of this  Agreement;
provided that no such  termination will affect the right of any party to sue for
any breach by the other party (or parties).

      6.2 Fees and Expenses.  Except as expressly  set forth in the  Transaction
Documents  to the  contrary,  each party shall pay the fees and  expenses of its
advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party  incident  to the  negotiation,  preparation,  execution,
delivery and performance of this  Agreement.  The Company shall pay all Transfer
Agent fees, stamp taxes and other taxes and duties levied in connection with the
issuance of the Shares.

      6.3  Entire  Agreement.  The  Transaction  Documents,  together  with  the
Exhibits and Schedules thereto,  contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents,  exhibits and schedules. At or
after the Closing,  and without further  consideration,  each of the Company and
the  Purchaser  agree that it will execute and deliver to the other such further
documents as may be reasonably  requested in order to give  practical  effect to
the intention of the parties under the Transaction Documents.


                                      -15-
<PAGE>


      6.4  Notices.  Any  notices,  consents,  waivers  or other  communications
required or permitted to be given under the terms of this  Agreement  must be in
writing  and will be deemed  to have  been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending party); or (iii) one Business Day after deposit with
an overnight  courier service,  in each case properly  addressed to the party to
receive the same.  The addresses and facsimile  numbers for such  communications
shall be:


      If to the Company:

          Workstream Inc.
          495 March Road, Suite 300
          Ottawa, Ontario
          K2K 3G1
          Attention: Mr. Michael Mullarkey
          Facsimile:  (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
          Facsimile:  (613) 238-8775


      If to the Purchaser:



      6.5 Amendments;  Waivers.  No provision of this Agreement may be waived or
amended except in a written instrument  signed, in the case of an amendment,  by
the Company and the Purchaser or, in the case of a waiver,  by the party against
whom  enforcement  of any such waiver is sought.  No waiver of any default  with
respect to any provision,  condition or  requirement of this Agreement  shall be
deemed to be a  continuing  waiver in the  future or a waiver of any  subsequent
default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of either party to exercise  any right  hereunder in
any manner impair the exercise of any such right.

      6.6  Construction.  The headings herein are for  convenience  only, do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent,  and no
rules of strict construction will be applied against any party.


                                      -16-
<PAGE>


      6.7 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties and their  successors and permitted  assigns.  The
Company may not assign this  Agreement  or any rights or  obligations  hereunder
without the prior written consent of the Purchaser. The Purchaser may assign its
rights  under this  Agreement  to any Person to whom such  Purchaser  assigns or
transfers any Shares,  provided such  transferee  agrees in writing to be bound,
with respect to the transferred  Shares,  by the provisions hereof that apply to
the Purchaser.

      6.8 No  Third-Party  Beneficiaries.  This  Agreement  is intended  for the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other Person, except that each Related Person is an intended third party
beneficiary  of Section  4.9 and may  enforce  the  provisions  of such  Section
directly against the parties with obligations thereunder.

      6.9 Governing Law; Venue;  Waiver Of Jury Trail. all questions  concerning
the  construction,  validity,  enforcement and  interpretation of this Agreement
shall be governed by and construed  and enforced in accordance  with the laws of
the state of new york. THE COMPANY AND THE PURCHASER Hereby  Irrevocably  Submit
To The Exclusive  Jurisdiction  Of The State And Federal  Courts  Sitting In The
CITY OF NEW YORK,  BOROUGH OF  MANHATTAN  For The  Adjudication  Of Any  Dispute
BROUGHT BY THE COMPANY OR ANY PURCHASER  Hereunder,  In  Connection  Herewith Or
With Any Transaction  Contemplated  Hereby Or Discussed  Herein  (Including With
Respect To The  Enforcement  Of Any Of The  Transaction  Documents),  And Hereby
Irrevocably  Waive,  And Agree Not To Assert In Any Suit,  Action Or  ProceedinG
BROUGHT BY THE  COMPANY OR ANY  PURCHASER,  Any Claim That It Is Not  Personally
Subject To The  Jurisdiction  Of Any Such  Court,  OR That Such Suit,  Action Or
Proceeding Is Improper. Each party Hereby Irrevocably Waives Personal Service Of
Process  And  Consents  To  Process  Being  Served In Any Such  Suit,  Action Or
Proceeding  By  Mailing A Copy  Thereof  Via  Registered  Or  Certified  Mail Or
Overnight  Delivery  (With Evidence Of Delivery) To Such Party At The Address In
Effect For Notices To It Under This Agreement And Agrees That Such Service Shall
Constitute Good And Sufficient  Service Of Process And Notice  Thereof.  Nothing
Contained  Herein Shall Be Deemed To Limit In Any Way Any Right To Serve Process
In Any Manner  Permitted By Law. The Company AND THE PURCHASER  Hereby Waive All
Rights To A Trial By Jury.

      6.10 Survival. The representations,  warranties,  agreements and covenants
contained herein shall survive the Closing and the delivery of the Shares.

      6.11   Execution.   This   Agreement  may  be  executed  in  two  or  more
counterparts,  all of which when taken  together shall be considered one and the
same agreement and shall become effective when  counterparts have been signed by
each party and  delivered  to the other  party,  it being  understood  that both
parties need not sign the same  counterpart.  In the event that any signature is
delivered by facsimile  transmission,  such  signature  shall create a valid and
binding  obligation of the party executing (or on whose behalf such signature is
executed)  with the same force and effect as if such  facsimile  signature  page
were an original thereof.


                                      -17-
<PAGE>


      6.12  Severability.  If any  provision  of  this  Agreement  is held to be
invalid or unenforceable in any respect,  the validity and enforceability of the
remaining  terms  and  provisions  of  this  Agreement  shall  not in any way be
affected or impaired  thereby and the parties will attempt to agree upon a valid
and enforceable provision that is a reasonable substitute therefor,  and upon so
agreeing, shall incorporate such substitute provision in this Agreement.

      6.13  Rescission and  Withdrawal  Right.  Notwithstanding  anything to the
contrary  contained in (and  without  limiting  any similar  provisions  of) the
Transaction  Documents,  whenever  the  Purchaser  exercises a right,  election,
demand or option  under a  Transaction  Document and the Company does not timely
perform its related  obligations  within the periods therein provided,  then the
Purchaser may rescind or withdraw, in its sole discretion from time to time upon
written notice to the Company, any relevant notice,  demand or election in whole
or in part without prejudice to its future actions and rights.

      6.14  Replacement of Shares.  If any certificate or instrument  evidencing
any Shares is mutilated,  lost, stolen or destroyed,  the Company shall issue or
cause to be  issued  in  exchange  and  substitution  for and upon  cancellation
thereof,  or  in  lieu  of  and  substitution  therefor,  a new  certificate  or
instrument,  but only upon receipt of evidence  reasonably  satisfactory  to the
Company  of such  loss,  theft  or  destruction  and  customary  and  reasonable
indemnity,  if requested.  The  applicants  for a new  certificate or instrument
under  such  circumstances  shall  also  pay any  reasonable  third-party  costs
associated with the issuance of such replacement Shares.

      6.15  Remedies.  In  addition to being  entitled  to  exercise  all rights
provided herein or granted by law, including recovery of damages,  the Purchaser
and the Company will be entitled to specific  performance  under the Transaction
Documents.  The  parties  agree  that  monetary  damages  may  not  be  adequate
compensation  for any loss  incurred  by  reason of any  breach  of  obligations
described in the foregoing sentence and hereby agrees to waive in any action for
specific  performance  of any such  obligation  the defense that a remedy at law
would be adequate.

      6.16 Payment Set Aside.  To the extent that the Company makes a payment or
payments to the Purchaser  hereunder or the Purchaser  enforces or exercises its
rights hereunder or thereunder,  and such payment or payments or the proceeds of
such enforcement or exercise or any part thereof are  subsequently  invalidated,
declared to be fraudulent or preferential,  set aside, recovered from, disgorged
by or are required to be refunded,  repaid or otherwise  restored to the Company
by a trustee,  receiver or any other  Person under any law  (including,  without
limitation,  any bankruptcy  law, state or federal law,  common law or equitable
cause of action),  then to the extent of any such  restoration the obligation or
part thereof originally  intended to be satisfied shall be revived and continued
in  full  force  and  effect  as if  such  payment  had  not  been  made or such
enforcement or setoff had not occurred.




                           [Signature pages to follow]



                                      -18-
<PAGE>


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



                        COMPANY:

                        workstream inc.


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



                        PURCHASER:





                        By:
                             ----------------------------------------
                             Name:
                             Title:



<PAGE>


                                   SCHEDULE A


                   PURCHASERS OF WORKSTREAM INC. COMMON SHARES

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------

NAME                                                    DATE                NO. OF SHARES             PURCHASE PRICE
---------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                       <C>                       <C>
Smithfield Fiduciary LLC                          December 11, 2003            625,000                 $1,000,000
----------------------------------------------------------------------------------------------------------------------------

Pequot Scout Fund, L.P.                           December 31, 2003            648,000                 $1,036,800
----------------------------------------------------------------------------------------------------------------------------

Pequot Navigator Offshore Fund, Inc.              December 31, 2003            200,000                  $320,000

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

Pequot Navigator Onshore Fund, L.P.               December 31, 2003            152,000                  $243,200
----------------------------------------------------------------------------------------------------------------------------
</TABLE>