EXHIBIT 10.4


                          SECURITIES PURCHASE AGREEMENT


      THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is entered into as of
December  11, 2003 by and among  Workstream  Inc.,  a Canada  corporation,  with
offices at 495 March Road,  Suite 300,  Ottawa,  Ontario,  Canada  K2K-3G1  (the
"Company"), and Sunrise Securities Corporation,  _______________________________
(the "Purchaser").

                                    RECITALS


WHEREAS,  the Purchaser has acted as the agent of the Company in connection with
the offer for sale (the  "Offering") in United States of up to $1,000,000  worth
of the Company's Common Shares, no par value per share (the "Common Shares"), at
a price of $1.60 per Common Share; and

WHEREAS,  in  consideration  for the services the  Purchaser has rendered to the
Company in connection with the Offering,  the Purchaser desires to purchase from
the Company,  and the Company  desires to sell to the Purchaser,  that number of
Common  Shares  equal to 10% of the gross  proceeds  received  by the Company in
connection  with the  Offering at a purchase  price of $1.60 per Common Share in
lieu of a cash commission (the "Shares"),  and a warrant to purchase that number
of Common Shares equal to 10% of the gross  proceeds  received by the Company in
connection  with the Offering at an exercise  price of $1.60 per Common Share in
the form attached hereto as Exhibit A (the "Warrant").

                                    AGREEMENT


      In  consideration  of the mutual promises  contained herein and other good
and valuable consideration, receipt of which is hereby acknowledged, the parties
to this Agreement agree as follows:

      1. Purchase and Sale of Shares.

            (a) Purchase and Sale of Shares. Subject to the terms and conditions
of this Agreement,  the Purchaser agrees to purchase at the Closing (hereinafter
defined) and the Company  agrees to sell and issue to the  Purchaser the Shares.
The purchase  price for the Shares shall be U.S.$1.60 per Share and will be paid
from the cash commission otherwise payable to the Purchaser in consideration for
the services it provided to the Company in connection with the Offering.

            (b) Issuance of Warrant.  Concurrently with the purchase and sale of
the Shares, the Purchaser shall be issued the Warrant.



<PAGE>
                                       2


            (c) Closings:  Delivery. The purchase and sale of the Shares and the
Warrant  (collectively,  the  "Securities")  shall take place at the  offices of
Perley-Robertson,  Hill & McDougall  LLP, 90 Sparks Street,  4th Floor,  Ottawa,
Ontario K1P 1E2, at 10:00 a.m.,  on the 11th day of December,  2003,  or at such
other time and place as the  Company  and the  Purchaser  mutually  agree  upon,
orally  or in  writing  (which  time  and  place  shall  be  designated  as  the
"Closing").

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

            (a)  Organization,  Good  Standing  and  Power.  The  Company  is  a
corporation duly  incorporated,  validly existing and in good standing under the
laws of Canada  and has all  requisite  corporate  authority  to own,  lease and
operate  its  properties  and assets and to carry on its  business  as now being
conducted.  The Company is duly  qualified or licensed as a foreign  corporation
and is in good standing in all jurisdictions where the nature of its business or
property makes such  qualification or licensing  necessary and where the failure
to do so would have a material  adverse  effect on its  condition  (financial or
otherwise),  business,  properties,  assets,  liabilities  (including contingent
liabilities) or results of operations of the Company and its subsidiaries, taken
as a whole (hereinafter a "Material Adverse Effect").

            (b)  Corporate  Power.  The  Company  will have at the  Closing  all
requisite legal and corporate power to execute and deliver this Agreement and to
consummate any other  transactions  contemplated by the terms of this Agreement,
and to carry out and perform its obligations under the terms of this Agreement.

            (c)  Authorization,  Enforcement.  (i) The execution and delivery of
the  Agreement  by the Company and the  consummation  by it of the  transactions
contemplated  hereby have been duly authorized by all necessary corporate action
and no further consent or authorization of the Company or its Board of Directors
or stockholders is required,  and (ii) this Agreement has been duly executed and
delivered  by the  Company,  and at the  Closing  shall  constitute  a valid and
binding obligation of the Company  enforceable against the Company in accordance
with its terms,  except as such  enforceability  may be  limited  by  applicable
bankruptcy,     insolvency,     reorganization,     moratorium,     liquidation,
conservatorship,   receivership  or  similar  laws  relating  to,  or  affecting
generally  the  enforcement  of,  creditor's  rights  and  remedies  or by other
equitable principles of general application.

            (d) 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.  The  outstanding  shares of capital  stock of the
Company  have  been duly  authorized  and  validly  issued,  are fully  paid and
nonassessable,  and were  issued  in  material  compliance  with all  applicable
federal and state securities laws.

            (e)  Solvency.  The Company is solvent  after  giving  effect to the
transactions contemplated by this Agreement.


<PAGE>
                                       3


            (f) No Conflicts.  The execution,  delivery and  performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated  herein  do not and  will  not (i)  violate  any  provision  of the
Company's Charter or Bylaws,  (ii) conflict with, or constitute a default (or an
event which 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 of, any agreement,  mortgage, deed of trust, indenture, note, bond,
license,  lease  agreement,  instrument  or obligation to which the Company is a
party,  (iii) create or impose a lien,  charge or encumbrance on any property of
the Company  under any  agreement  or any  commitment  to which the Company is a
party or by which  the  Company  is  bound  or by  which  any of its  respective
properties  or assets are bound,  or (iv) result in a violation  of any federal,
state,  local or other foreign statute,  rule,  regulation,  order,  judgment or
decree  (including  any  federal  or  state  securities  laws  and  regulations)
applicable to the Company or any of its subsidiaries or by which any property or
asset of the Company or any of its subsidiaries are bound, except, in all cases,
for  such   conflicts,   defaults,   termination,   amendments,   accelerations,
cancellations  and  violations as would not,  individually  or in the aggregate,
have a  Material  Adverse  Effect.  The  business  of the  Company  is not being
conducted  in  violation  of  any  laws,   ordinances  or   regulations  of  any
governmental entity,  except for violations which singularly or in the aggregate
do not and will not have a Material Adverse Effect.  The Company is not required
under any federal, state or local law, rule or regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental  agency in order for it to  execute,  deliver or perform any of its
obligations under this Agreement, or issue and sell the Securities in accordance
with the terms hereof  (other than any filings  which may be required to be made
by the Company with the United States  Securities and Exchange  Commission  (the
"SEC") or state securities administrators ); provided, however, that for purpose
of the  representations  made in this  sentence,  the  Company is  assuming  and
relying upon the accuracy of the relevant  representations and agreements of the
Purchaser herein.

            (g) Compliance  with Law. The Company has all  franchises,  permits,
licenses,  consents and other  governmental  or  regulatory  authorizations  and
approvals  necessary  for the conduct of its business as now being  conducted by
it,  except  for  such  franchises,   permits,  licenses,   consents  and  other
governmental or regulatory  authorizations and approvals the failure of which to
hold, individually or in the aggregate, could not reasonably be expected to have
a Material Adverse Effect.

            (h) SEC  Reports.  The  Company  has  filed in a timely  manner  all
documents  that the Company was required to file under the  Securities  Exchange
Act of 1934, as amended (the "Exchange Act"), during the 12 months preceding the
date of this  Agreement and such  documents  complied as to form in all material
respects with the SEC's  requirements as of their  respective  filing dates, and
the  information  contained  therein as of the date  thereof did not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated  therein or necessary to make the  statements  therein in light of the
circumstances under which they were made not misleading.

            (i) Books and  Records.  The  records and  documents  of the Company
accurately  reflect in all  material  respects the  information  relating to the

<PAGE>
                                       4


business of the  Company,  the location and  collection  of its assets,  and the
nature of all transactions giving rise to the obligations or accounts receivable
of the Company.

            (j)  Securities  Laws. The Company has complied and will comply with
all applicable  federal and state  securities laws in connection with the offer,
issuance and sale of the  Securities  hereunder.  Neither the Company nor anyone
acting on its behalf, directly or indirectly, has or will sell, offer to sell or
solicit offers to buy the Securities or similar securities to, or solicit offers
with  respect  thereto  from,  or enter into any  preliminary  conversations  or
negotiations relating thereto with, any person (other than the Purchaser), so as
to  bring  the  issuance  and  sale of the  Securities  under  the  registration
provisions of the Securities Act of 1933, as amended (the "Securities Act"), and
applicable state securities laws. Neither the Company nor any of its affiliates,
nor any person acting on its or their behalf, has engaged in any form of general
solicitation  or general  advertising  (within the meaning of Regulation D under
the Securities Act) in connection with the offer or sale of the Securities.

      3.  Representations and Warranties of the Purchaser.  The Purchaser hereby
represents and warrants to the Company that:

            (a) Corporate  Power.  The  Purchaser  has all  requisite  legal and
corporate  power to execute and deliver this  Agreement  and to  consummate  any
other transactions contemplated by the terms of this Agreement, and to carry out
and perform its obligations under the terms of this Agreement.

            (b)  Authorization,  Enforcement.  (i) The execution and delivery of
the Agreement by the Purchaser and the  consummation  by it of the  transactions
contemplated  hereby has been duly  authorized  by all  necessary  action and no
further consent or authorization  is required,  and (ii) this Agreement has been
duly  executed and  delivered by the  Purchaser  and at  constitutes a valid and
binding  obligation  of the  Purchaser  enforceable  against  the  Purchaser  in
accordance  with its  terms,  except as such  enforceability  may be  limited by
applicable  bankruptcy,  insolvency,  reorganization,  moratorium,  liquidation,
conservatorship,   receivership  or  similar  laws  relating  to,  or  affecting
generally  the  enforcement  of,  creditor's  rights  and  remedies  or by other
equitable principles of general application.

            (c) Purchase Entirely for Own Account. The Securities to be acquired
by the  Purchaser,  including  the Common  Shares  issuable upon exercise of the
Warrant, will be acquired for investment for the Purchaser's own account, not as
a nominee  or agent,  and not with a view to the resale or  distribution  of any
part thereof,  and the Purchaser has no present  intention of selling,  granting
any participation in, or otherwise  distributing the same. The Purchaser has not
been formed for the specific purpose of acquiring the Securities,  including the
Common Shares issuable upon exercise of the Warrant.

            (d)  Knowledge.  The Purchaser has such  knowledge and experience in
financial  and business  affairs as to be capable of  evaluating  the merits and
risks of the investment hereunder in the Securities, including the Common Shares
issuable upon exercise of the Warrant,  and is able to bear the economic risk of
loss of such investment.


<PAGE>
                                       5


            (e)  Restricted  Securities.  The  Purchaser  understands  that  the
Securities,  including the Common Shares  issuable upon exercise of the Warrant,
have not been, and will not be,  registered under the Securities Act of 1933, as
amended  (the  "Securities  Act"),  by reason of a specific  exemption  from the
registration  provisions of the Securities  Act which depends upon,  among other
things,  the bona fide nature of the  investment  intent and the accuracy of the
Purchaser's  representations as expressed herein. The Purchaser understands that
the  Securities,  including  the Common  Shares  issuable  upon  exercise of the
Warrant,  are "restricted  securities"  under  applicable U.S. federal and state
securities  laws and that,  pursuant to these laws,  the Purchaser must hold the
Securities,  including the Common Shares  issuable upon exercise of the Warrant,
indefinitely  unless the  Securities,  including the Common Shares issuable upon
exercise of the  Warrant,  are  registered  with the SEC and  qualified by state
authorities,   or  an  exemption  from  such   registration  and   qualification
requirements is available.  The Purchaser  acknowledges  that the Company has no
obligation  to register or qualify the  Securities,  including the Common Shares
issuable  upon  exercise of the  Warrant,  for  resale.  The  Purchaser  further
acknowledges  that  if  an  exemption  from  registration  or  qualification  is
available,  it may be conditioned  on various  requirements  including,  but not
limited to, the time and manner of sale, the holding period for the  Securities,
including  the Common  Shares  issuable  upon  exercise of the  Warrant,  and on
requirements  relating  to the  Company  which are  outside  of the  Purchaser's
control,  and which the  Company is under no  obligation  and may not be able to
satisfy.

            (f) No  Public  Market.  The  Purchaser  understands  that no public
market now exists for the Securities,  including the Common Shares issuable upon
exercise of the  Warrant,  and that the Company  has made no  assurances  that a
public  market will ever exist for the  Securities,  including the Common Shares
issuable upon exercise of the Warrant.

            (g)  Legends.   The  Purchaser   understands  that  the  Securities,
including the Common Shares issuable upon exercise of the Warrant,  may bear one
or all of the following legends.

                  (i) "THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
AND HAS BEEN  ACQUIRED FOR  INVESTMENT  AND NOT FOR A VIEW TO, OR IN  CONNECTION
WITH, THE SALE OR  DISTRIBUTION  THEREOF.  NO SUCH SALE OR  DISTRIBUTION  MAY BE
AFFECTED  WITHOUT AN  EFFECTIVE  REGISTRATION  STATEMENT  RELATED  THERETO OR AN
OPINION OF COUNSEL IN A FORM  SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER THE SECURITIES ACT.

                  (ii) Any legend  required by the Blue Sky laws of any state to
the extent such laws are  applicable  to the  Securities,  including  the Common
Shares issuable upon exercise of the Warrant,  represented by the certificate so
legended.

            (h) Accredited Investor Status. The Purchaser:

                  (i) is an  "Accredited  Investor,"  as such term is defined in
Rule 501 of  Regulation  D of the 1933 Act, as  evidenced  in the  questionnaire
attached as Schedule A to this Agreement (the "Investor Questionnaire");


<PAGE>
                                       6


                  (ii) represents and warrants that the information  provided to
the Company in the Investor Questionnaire, and any other information provided to
the Company by the  Purchaser,  is true,  complete  and correct in all  material
respects; and

                  (iii)  understands  that the Securities,  including the Common
Shares  issuable  upon  exercise of the Warrant,  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  and in  the  Investor
Questionnaire in order to determine the applicability of such exemptions and the
suitability of the undersigned to acquire the  Securities,  including the Common
Shares issuable upon exercise of the Warrant.

            (i) 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  SEC  pursuant  to  the  Exchange  Act
(collectively,  the "Disclosure Documents"):  (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.

            (j) Access to Information.  The Purchaser  acknowledges  that it has
been furnished all materials relating to the Company and its activities, and has
been afforded the opportunity to ask questions of, and receive answers from, the
Company  concerning  the Securities and the terms and conditions of the offering
and to obtain any additional information the Purchaser may consider necessary in
making an informed investment decision or in order to verify the accuracy of any
information set forth in this Agreement or otherwise provided to the Purchaser.

            (k)  Additional  Information.  The Purchaser will supply the Company
with such other facts as from time to time are deemed  necessary or desirable in
order to ascertain that no violation has occurred of any securities  laws of the
United States or any other relevant jurisdiction, including the Securities Act.

            (l)   Broker-Dealer.   The   Purchaser  is  duly   registered  as  a
broker-dealer under the Exchange Act and as a broker-dealer under any applicable
state securities laws

            (m)  No   Solicitation.   Neither  the  Purchaser  nor  any  of  its
affiliates,  nor any person  acting on its or their  behalf,  has engaged in any
form of general  solicitation  or general  advertising  (within  the  meaning of
Regulation D under the Securities Act) in connection with the Offering.

            (n) Canadian Offering.  The Purchaser acknowledges that simultaneous
with or  shortly  before  or after  the  Closing,  the  Company  will sell up to
$4,000,000  of  Common  Shares  to  various  purchasers  in  Canada  and pay the
Company's agent a cash commission of 7.0% of the gross proceeds of such offering
received by the Company and a warrant to purchase  that number of Common  Shares
equal to 10% of the number of Common Shares sold pursuant to the offering.


<PAGE>
                                       7


      4. Conditions of the Purchaser's  Obligations at Closing.  The obligations
of the  Purchaser  to the  Company  under  this  Agreement  are  subject  to the
fulfillment,  on or before the  Closing,  of each of the  following  conditions,
unless otherwise waived:

            (a)   Representations   and  Warranties.   The  representations  and
warranties of the Company  contained in Section 2 hereof shall be true on and as
of the  Closing  with  the  same  effect  as  though  such  representations  and
warranties had been made on and as of the date of the Closing.

            (b)  Qualifications.  All  authorizations,  approvals or permits, if
any, of any governmental authority or regulatory body of the United States or of
any state that are required in connection  with the lawful  issuance and sale of
the Securities  pursuant to this Agreement shall be obtained and effective as of
the Closing.

            (c) Performance;  Proceedings and Documents.  The Company shall have
performed and complied with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by it on or
before the Closing and all corporate and other  proceedings  in connection  with
the transactions  contemplated at the Closing and all documents incident thereto
shall be reasonably  satisfactory  in form and substance to the  Purchaser,  and
they shall have  received all such  counterpart  original and certified or other
copies of such documents as they may reasonably request.

            (d)  Delivery  of  Securities.  The  Purchaser  shall have  received
Securities Shares which the Purchaser is purchasing hereunder.

            (g)  Registration   Rights.  The  Company,  the  Purchaser  and  the
purchasers  of the  Common  Shares in the  Offering  shall have  entered  into a
Registration  Rights  Agreement in  substantially  the form  attached  hereto as
Exhibit B.

            (e)  Warrant.  The Company  shall have  executed and  delivered  the
Warrant.

      5. Conditions of the Company's  Obligations at Closing. The obligations of
the  Company  to  the  Purchaser   under  this  Agreement  are  subject  to  the
fulfillment,  on or before the  Closing,  of each of the  following  conditions,
unless otherwise waived:

            (a)   Representations   and  Warranties.   The  representations  and
warranties  of the  Purchaser  contained in Section 3 shall be true on and as of
the Closing with the same effect as though such  representations  and warranties
had been made on and as of the Closing.

            (b) Performance of  Obligations.  The Purchaser shall have performed
and complied with all agreements and conditions  herein required to be performed
or complied with by him/her/it on or before the Closing, and the Purchaser shall
have  delivered  payment  to the  Company  in  respect  of its  purchase  of the
Securities.

            (c)  Qualifications.  All  authorizations,  approvals or permits, if
any, of any governmental authority or regulatory body of the United States or of
any state that are required in connection  with the lawful  issuance and sale of
the Securities  pursuant to this Agreement shall be obtained and effective as of
the Closing.


<PAGE>
                                       8


      6. Miscellaneous.

            (a)  Successors  and  Assigns.  The  terms  and  conditions  of this
Agreement  shall  inure to the  benefit  of and be binding  upon the  respective
successors  and assigns of the parties.  Nothing in this  Agreement,  express or
implied,  is intended to confer upon any party other than the parties  hereto or
their  respective  successors and assigns any rights,  remedies,  obligations or
liabilities under or by reason of this Agreement,  except as expressly  provided
in this Agreement.

            (b) Governing  Law;  Jurisdiction.  This  Agreement and all acts and
transactions  pursuant  hereto  and the rights and  obligations  of the  parties
hereto shall be governed,  construed and interpreted in accordance with the laws
of the Province of Ontario and the Country of Canada applicable therein, without
giving effect to principles of conflicts of law. In addition, the parties hereto
agree that (i) any legal suit,  action or proceeding  arising out of or relating
to this Agreement shall be instituted  exclusively in the Ontario Superior Court
of Justice in  Ottawa,  Ontario,  Canada,  (ii)  waive any  objection  which the
parties  may have now or  hereafter  based upon forum non  conveniens  or to the
venue of any such suit, action or proceeding,  and (iii) irrevocably  consent to
the  jurisdiction of the Ontario  Superior Court of Justice in Ottawa,  Ontario,
Canada in any such suit,  action or  proceeding.  FURTHER,  THE  PARTIES  HERETO
HEREBY  WAIVE  TRIAL BY JURY IN ANY  ACTION TO  ENFORCE  THIS  AGREEMENT  AND IN
CONNECTION  WITH ANY DEFENSE,  COUNTERCLAIM  OR CROSS CLAIM ASSERTED IN ANY SUCH
ACTION.

            (c)  Counterparts.  This  Agreement  may be  executed in two or more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall constitute one instrument.

            (d) Titles and  Subtitles.  The  titles and  subtitles  used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.

            (e)  Survival.  The  warranties,  representations,   agreements  and
covenants of the Company  contained in or made pursuant to this Agreement  shall
survive the execution and delivery of this Agreement and the Closing.

            (f) Notices.  Any notice  required or  permitted  by this  Agreement
shall be in writing and shall be deemed sufficient upon receipt,  when delivered
personally or by courier,  overnight delivery service or confirmed facsimile, or
forty-eight  (48)  hours  after  being  deposited  in the mail as  certified  or
registered mail with postage  prepaid,  if such notice is addressed to the party
to be  notified  as such  party's  address as set forth in the  recitals to this
Agreement or as subsequently modified by written notice.

            (g)  Amendments  and  Waivers.  Any  term of this  Agreement  may be
amended  or  waived  only  with  the  written  consent  of the  Company  and the
Purchaser.

            (h)  Severability.  If one or more  provisions of this Agreement are
held to be unenforceable  under applicable law, the parties agree to renegotiate
such provision in good faith, in order to maintain the economic position enjoyed
by each  party  as  close as  possible  to that  under  the  provision  rendered
unenforceable.  In the event that the parties cannot reach a mutually  agreeable

<PAGE>
                                       9


and enforceable  replacement  for such  provision,  then such provision shall be
excluded  form  this  Agreement,  and the  balance  of the  Agreement  shall  be
enforceable in accordance with its terms.

            (i) Entire Agreement.  This Agreement, and the documents referred to
herein, constitute the entire agreement between the parties hereto pertaining to
the subject  matter  hereof,  and any and all other  written or oral  agreements
existing between the parties hereto are expressly canceled.

            (j)  Expenses.  The  Company  and  the  Purchaser  shall  pay  their
respective  costs  and  expenses  incurred  with  respect  to  the  negotiation,
execution, delivery and performance of this Agreement.






                         [signatures on following pages]



<PAGE>
                                       10


         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:

                         SUNRISE SECURITIES CORPORATION



                         By: /s/ Nathan Low
                             ----------------------------
                             Name:  Nathan Low
                             Title: President