EXHIBIT 4.4

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


                            LOW'S WARRANTS TO ACQUIRE
                                  COMMON SHARES
                                       OF

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


Number of Low's Warrants represented
by this Certificate: 62,500                     Certificate Number: ____________
                   --------------------


THIS  CERTIFIES  THAT,  for  value  received,  NATHAN A. LOW (the  "Holder")  is
entitled to  receive,  upon  exercise  at any time prior to 4:30 p.m.  (New York
time) on December  11, 2008 and payment of $1.60 per Low's  Warrant,  one common
share in the capital of Workstream Inc. (the  "Company"),  subject to adjustment
as herein set forth.  The following  provisions shall be applicable to the Low's
Warrants:


1.   Interpretation

     1.1    Currency

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

     1.2    Defined Terms

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

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

<PAGE>

                                                                              2.


            "LOW'S  WARRANTS" means the warrants  evidenced by this  certificate
            and "LOW'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 the United States or Canada;

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

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

            "CLOSING" means the closing under the Securities  Purchase Agreement
            and the Agent Securities Purchase Agreement;

            "CLOSING  DATE" means  December 10, 2003 or such other day as may be
            mutually  agreed upon between the Company and Low and any subsequent
            closings as agreed to by Low and the Company;

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

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

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

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

            "DESIGNATED STATE" means New York;

            "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;

<PAGE>

                                                                              3.


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

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

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

<PAGE>

                                                                              4.

            "EXPIRY DATE" shall mean December 11, 2008 provided that if such day
            is not a Business  Day,  the  Expiry  Date shall be deemed to be the
            next succeeding day that is a Business Day.

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

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

            "PURCHASE PRICE" means $1.60 per Warrant Share.

            "REGISTRATION   RIGHTS  AGREEMENT"  means  the  registration  rights
            agreement  entered  into  between the  Company,  Low and  Smithfield
            Fiduciary LLC ("Smithfield") pursuant to the terms of the Securities
            Purchase Agreement and the Agent's Securities Purchase 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);

            "SECURITIES   PURCHASE  AGREEMENT"  means  the  securities  purchase
            agreement  dated as of  December  11,  2003  between the Company and
            Smithfield;

            "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);

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

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

<PAGE>

                                                                              5.

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


     1.3    Exercise Period

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


     1.4    Manner of Exercise, Issuance of Certificates


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

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

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

<PAGE>

                                                                              6.

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

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

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

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

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

     1.5    No Fractional Share or Warrants

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

     2.     Adjustments

            2.1   Event of Requiring Adjustments

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

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

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

<PAGE>


                                                                              7.

                        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  date for such  issue of Common  Shares by way of
                        stock dividend, as the case may be, shall in the case of
                        the events referred to in A and B above, be decreased in
                        proportion  to the number of  outstanding  Common Shares
                        resulting from such  subdivision,  redivision or change,
                        or shall, in the case of the events referred in C above,
                        be increased in proportion to the number of  outstanding
                        Common   Shares   resulting   from   such   combination,
                        consolidation or reduction.


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

<PAGE>


                                                                              8.

                        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:

                           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,


<PAGE>

                                                                              9.


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

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

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


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


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

                        C.   evidences of indebtedness; or

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

<PAGE>

                                                                             10.

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

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

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

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


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

<PAGE>

                                                                             11.


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

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

<PAGE>

                                                                             12.


      2.2   Rules Regarding Calculation of Adjustment of Exchange Number

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

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

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

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

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

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

<PAGE>

                                                                             13.


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

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

      2.3   Postponement of Issuance

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

      2.4   Notice of Certain Events

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

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

      2.5   Proceedings Prior to Any Action Requiring Adjustment

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

      2.6 Notice of Special Matters

<PAGE>

                                                                             14.

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

      2.7   Successor Companies

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

3.    Covenants

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

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

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

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

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

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

<PAGE>

                                                                             15.


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

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

4.    Not a Shareholder

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

5.    Partial Exercise

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

6.    No Obligation to Purchase

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

7.    Representation and Warranty

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

8.    Protection of Shareholders, Officers and Directors

            The Holder hereby waives and releases any right,  cause of action or
remedy now or hereafter  existing in any jurisdiction  against any past, present
or future shareholder,  director,  officer,  employee or agent of the Company in
their capacity as such, either directly or through the Company,  relating to any
obligations,  representations,  warranties and covenants under this certificate,
it being acknowledged that all such obligations, representations, warranties and
covenants are solely those of the Company.  Accordingly,  the obligations  under
this  certificate are not personally  binding upon, nor will resort hereunder be

<PAGE>

                                                                             16.

had to, the privately  property of any of the past, present or future directors,
officers, shareholders, employees or agents of the Company but only the property
of the Company (or any successor corporation) will be bound in respect hereof.

9.    Lost Certificate

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

10.   Exercise prior to Effective Date of Registration Statement

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

11.   Future Price Securities Limitation

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


<PAGE>

                                                                             17.

12.   Notice

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

                      (a) in the case of the Company:

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

                           with a copy to:

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

                       (b) in the case of the Holder:

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

13.   Governing Law

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

<PAGE>

                                                                             18.

14.   Time of the Essence

            Time shall be of the essence hereof.

15.   Signing of Low's Warrant Certificates

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

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

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

16.   Number and Gender

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

17.   Headings

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

18.   Binding Effect

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

<PAGE>

                                                                             19.

19.   Severability

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

            IN WITNESS  WHEREOF the Company  has caused this  certificate  to be
signed by its duly authorized officer this 11th day of December, 2003.


                                     WORKSTREAM INC.



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


<PAGE>


                                  SCHEDULE "A"

                         EXERCISE AND SUBSCRIPTION FORM

TO:  WORKSTREAM INC.

RE:  LOW'S WARRANTS CERTIFICATE NUMBER:

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


DATED this _________________ day of __________________________.
                             (Please complete date including year)


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


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


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


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


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





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

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



<PAGE>



                                  SCHEDULE "B"

                         EXERCISE AND SUBSCRIPTION FORM

TO:  WORKSTREAM INC.

RE:  LOW'S WARRANTS CERTIFICATE NUMBER:

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

DATED this _________________ day of __________________________.
                             (Please complete date including year)


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


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


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


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


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




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

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