Exhibit 10.1

                              EMPLOYMENT AGREEMENT



      THIS AGREEMENT is made as of the 4th day of April 2005.


BETWEEN:
                Stephen Lerch
                of the City of Weston, Florida
                (hereinafter referred to as the "Employee")

AND:

                WORKSTREAM INC.,
                a corporation incorporated under the laws of  Canada
                (hereinafter referred to as the "Employer")

WHEREAS:

A.       The Employer wishes to employ the Employee and the Employee wishes to
         serve the Employer upon the terms and subject to the conditions herein
         contained.


NOW THEREFORE in consideration of the premises and the mutual covenants herein
and other good and valuable consideration the receipt and sufficiency of which
is hereby acknowledged by each of the parties, the parties hereto covenant and
agree as follows:


1. DEFINITIONS
   -----------

In this agreement, unless the context otherwise specifies or requires, the
following terms shall have the following meanings:

            1.1   "Agreement," "hereto," "herein," "hereof," "hereunder" and
                  similar expressions refer to this Agreement and not to any
                  particular section or any particular portion of this Agreement
                  and includes all schedules attached to this Agreement;

            1.2   "Executive Vice President/COO/CFO" shall mean the Executive
                  Vice President, Chief Operation Officer and Chief Financial
                  Officer of the Company;

            1.3   "Court" shall mean a Court of competent jurisdiction;


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            1.4   "Parties" shall mean the Parties to this Agreement and "Party"
                  shall mean one of the Parties to this Agreement.

2. EMPLOYMENT
   ----------

            2.1   The Employer agrees to employ the Employee and the Employee
                  agrees to act as Executive Vice President or in such other
                  employment as the Employer and the Employee may from time to
                  time agree and the Employee agrees to serve the Employer upon
                  the terms and subject to the conditions set out in this
                  Agreement.

            2.2   The Employee specifically undertakes and agrees with the
                  Employer that he shall be responsible for the following:

                  2.2.1 for fulfilling the title and role of the Executive Vice
                        President/COO/CFO of the Employer; and

                  2.2.2 such other duties as may be reasonably required.

3. TERM
   ----

            3.1   The Initial Term of this Agreement shall be a period of one
                  (1) year from the date hereof. Unless written notice is given
                  by either party at least ninety (90) days before the end of
                  the Initial Term or any one (1) year extension thereof (each,
                  a "Renewal Term"), that they wish this Agreement to terminate
                  at the end of the Initial or respective Renewal Term,
                  whichever may apply, this Agreement will be automatically
                  extended by successive one year Renewal Terms. Any references
                  herein to the "Term" shall include both the Initial Term and
                  any and all Renewal Terms.

REMUNERATION
------------
            4.1   In consideration of the Employee's undertaking and the
                  performance of the obligations contained in this Agreement,
                  the Employer shall, unless otherwise agreed upon by all
                  parties to this Agreement, pay and grant the following
                  remuneration to the Employee:

                  4.1.1 Base Salary. The Employee shall be entitled to receive a
                        salary, not less than $200,000.00 (U.S.) per year.

                  4.1.2 Bonus. In addition to the base salary specified in
                        section 4.1.1 the Employee shall be entitled to an
                        aggregate annual bonus of up to $200,000.00 (U.S.) based
                        on certain targets being achieved. The Parties will
                        mutually agree to these targets. Achievement of targets
                        will be assessed on a quarterly basis, and any bonus
                        earned for a particular quarter, as reasonably
                        determined by the Employer, will be paid to the Employee
                        within 30 days after the close of the quarter. In no
                        event shall the actual quarterly bonus payment be less
                        than $12,500.00.


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                  4.1.3 Stock Options. In addition to the base salary outlined
                        in section 4.1.1 on the first date of employment, the
                        Employee shall be granted a stock option to purchase
                        100,000 shares of common stock of the Employer (the
                        "Option Shares") at a price that is the closing price on
                        the NASDAQ market on the date of the option grant. These
                        options shall vest one third annually over a three (3)
                        year period, beginning on the first anniversary of the
                        date of the option grant. Within 60 days of separation
                        for any reason, Employee will be entitled to exercise
                        any stock options then vested.

                  4.1.4 Restricted Stock Units: In addition to the base salary
                        outlined in section 4.1.1 on the first date of
                        employment, the Employee shall be granted 50,000
                        Restricted Stock Units (the "RSU's"). These RSU's shall
                        vest one-fifth over a five (5) year period, beginning on
                        the first anniversary of the date of the grant. Upon
                        separation for any reason, Employee will be entitled to
                        any Restricted Stock then vested.

5. BENEFITS
   --------

            5.1   In consideration of the Employee's undertaking and the
                  performance of the obligations contained in this Agreement,
                  the Employer shall, unless otherwise agreed upon by all
                  parties to this Agreement, pay and grant the following
                  benefits to the Employee:

                  5.1.1 Vacation. The Employee shall be entitled to vacation
                        time of three (3) weeks each calendar year. Such
                        vacation time shall be used at times mutually agreeable
                        to the Employee and the Employer.

                  5.1.2 Other Benefits. The Employee shall be entitled to
                        participate in all benefit programs provided by Employer
                        to its executives effective upon the Employee's start
                        date. The Employer shall pay for single coverage
                        premiums for the Employee for health and dental (if any)
                        insurance offered by the Employer. The Employer shall
                        pay for the Employee's STD/LTD premiums.


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                  5.1.3 Expenses. Employer shall pay Employee $500 per month
                        toward a car allowance. In addition, the Employer shall
                        reimburse the Employee for all reasonable and necessary
                        business expenses, including but not limited to cellular
                        phone expenses, upon the presentation to the Employer of
                        appropriate written documentation and receipts.

6. ATTENTION TO DUTIES
   -------------------
      The Employee shall devote his whole working time and attention to the
      Employer during the Term of this Agreement and will not engage in any
      other capacity or activity which, in the sole opinion of the Employer
      acting reasonably, would hinder or interfere with the performance of the
      duties of the Employee.

7. CONFIDENTIALITY
   ---------------
      The parties acknowledge that in carrying out his duties under this
      Agreement, the Employee will have access to and become entrusted with
      confidential information regarding the business plans and operations of
      the Employer, computer systems and technology, unique methodology and
      other proprietary information. The Employee acknowledges that the right to
      maintain such detailed confidential information constitutes a proprietary
      right, which the Employer is entitled to protect. Accordingly, the
      Employee shall not, during the Term of this Agreement, or at any time
      thereafter, disclose any of such detailed confidential information or
      trade secrets of the Employer to any person or persons, firm, association
      or corporation, nor shall the Employee use the same for any purpose, in
      either case, except on behalf of the Employer. Notwithstanding the
      foregoing, the obligations of the Employee in this Section 7 shall not
      apply to confidential information (i) which at the date hereof or
      thereafter becomes a matter of public knowledge without breach by the
      Employee of this Agreement; or (ii) which is obtained by the Employee from
      a person, firm, or entity (other than the Employer or an affiliate of the
      Employer) under circumstances permitting its use or disclosure to others.

8. OWNERSHIP OF INVENTIONS
   -----------------------

            8.1   The Employee shall promptly communicate and disclose to the
                  Employer all inventions, improvements, modifications,
                  discoveries, designs, formulae, methods and processes made,
                  discovered or conceived by the Employee either alone or
                  jointly with others, during the period of his employment with
                  the Employer, providing the same relate to or are capable of
                  being used by the corporation or any affiliate thereof in the
                  normal course of their businesses.

            8.2   The Employee acknowledges and declares that all inventions,
                  improvements, modifications, discoveries, designs, formulae,
                  methods, processes, as are described in section 8.1 hereof,
                  and all patents and patent applications relating thereto are
                  the property of the Employer and hereby assigns to the
                  Employer all of the right, title and interest of the Employee
                  in any such inventions, improvements, modifications,
                  discoveries, designs, formulae, methods and processes, and in
                  any patents or patent applications relating thereto. The
                  Employee shall, at the Employer's expense, execute all
                  instruments and documents and do all such further acts and
                  things as may be necessary or desirable, in the Employer's
                  opinion to carry out the provisions of this section.


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9. NON-COMPETITION
   ---------------
      The Employee shall not, without prior written consent of the Employer for
      the period of his employment hereunder or for a period of one (1) year
      following the termination of this Agreement or any renewal hereof, for any
      reason be it for cause or not, either alone or in conjunction with any
      individual, firm, corporation, association or any entity, except for the
      Employer, whether as principal, agent, shareholder, employee or in any
      other capacity whatsoever, perform the duties of or provide the services
      as are described in section 2.2 hereof in a business which competes with
      the Employer, within any geographical location where the Employer has
      carried on business or expended time and personnel and financial
      resources. Furthermore, the Employee also agrees that upon the termination
      of his employment he will not attempt to hire or encourage to leave their
      employ, any of the Employer's other employees. Notwithstanding the
      foregoing, the Employee shall not be precluded from competing with the
      business of the Employer in the event his employment is terminated by the
      Employee for good reason or by the Employer other than for cause, unless
      the Employer provides the applicable compensation and benefits set out in
      section 10.1.3 hereof, in which case, the Employee shall be precluded from
      competing as described in this section 9 until such time as such
      compensation and benefits are terminated.

10. TERMINATION
    -----------
            10.1  The parties understand and agree that employment pursuant to
                  this Agreement may be terminated during the Term in the
                  following manner in the specified circumstances:

                 10.1.1 by the Employee without good reason (as defined below),
                        on the giving of not less than one (1) month prior
                        written notice to the Employer, which the Employer may
                        waive, in whole or in part;

                 10.1.2 by the Employee for good reason on the giving of not
                        less than one (1) month prior written notice to the
                        Employer, if the Employer has not cured the event giving
                        rise to good reason by the end of such notice period.
                        For purposes of this Agreement good reason shall mean,
                        absent the Employee's prior written consent: (i) the
                        Employer's failure to timely provide the Employee with
                        the salary, bonus and equity as set forth in section 4.1
                        hereof or to provide benefits to the Employee in
                        accordance with section 5.1 hereof; (ii) a material
                        breach by the Employer of this Agreement or any other
                        agreement with the Employee; (iii) a material diminution
                        by the Employer in the Employee's title,
                        responsibilities, authority or reporting structure; (iv)
                        a requirement that the Employee relocate his home to
                        more than 350 miles away from his home in Florida; or
                        (v) failure of the Employer to ensure that any successor
                        or assign of the Employer agrees in writing to be bound
                        by the terms of this Agreement. If the Employee
                        terminates his employment for good reason, he shall be
                        entitled to the payments set forth in section 10.1.3
                        hereof, to be provided within thirty (30) days after his
                        termination;


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                 10.1.3 by the Employer in its absolute discretion without
                        cause upon not less than one (1) month prior written
                        notice to the Employee, on giving the Employee a payment
                        equal to (i) six (6) months salary at the rate in effect
                        on the Employee's termination date; (ii) the value of
                        six (6) months of benefits and entitlements the
                        Employee was enjoying as of his termination date
                        (including but not limited to the cost to Employee to
                        pay for six (6) months of COBRA payments for health and
                        dental (if any) family insurance coverage); and (iii)
                        all salary, benefits and entitlements to which the
                        Employee is entitled in accordance with any relevant
                        statute or law. The payment representing this aggregate
                        amount shall be paid within thirty (30) days from notice
                        provided herein;

                  10.1.4 by the Employer for cause. The parties agree that for
                        the purposes of this Agreement, "cause" shall mean the
                        following, as reasonably determined by the Employer in
                        good faith, and that the Employee shall be terminated
                        immediately upon written notice for such cause:

                     10.1.4.1 any material breach of the provisions of this
                              Agreement or of an established written policy of
                              the Employer after Employer provided written
                              notice to Employee and 10 day opportunity to cure
                              during which time Employee failed to cure;

                     10.1.4.2 any intentional or grossly negligent disclosure
                              of any confidential information as described in
                              section 7 hereof, by the Employee;

                     10.1.4.3 in carrying out his duties hereunder, the
                              Employee; (i) has been grossly negligent, or (ii)
                              has committed willful gross misconduct;


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                     10.1.4.4 personal conduct on the Employee's part which
                              is of such a serious and substantial nature that,
                              as reasonably determined in good faith in the sole
                              discretion of the Employer, it would materially
                              injure the reputation of the Employer if the
                              Employee is retained as an Employee; or

                     10.1.4.5 any and all omissions, commissions or other
                              conduct, which would constitute cause under
                              applicable law.

            10.2  The Parties understand and agree that the giving of notice or
                  the payment of termination pay, and severance pay, as required
                  by the Employer to the Employee on termination shall not
                  prevent the Employer from alleging cause for the termination.

            10.3  The Employee authorizes the Employer to deduct from any
                  payment, any amounts properly owed to the Employer by the
                  Employee by reason of advances, loans or in recommence for
                  damages to or loss of the Employer's property and equipment,
                  save only that this provision shall be applied so as not to
                  conflict with any applicable law or legislation.

11. RESULTS OF TERMINATION
    ----------------------
            11.1  If this Agreement is terminated for cause, as described in
                  section 10.1.4 hereof, the Employee shall be entitled to
                  receive his remuneration to the date of such termination for
                  cause, including any and all vacation pay and bonuses earned
                  to date.

            11.2  If this Agreement is terminated upon written notice as
                  described in paragraphs 10.1.1, 10.1.2, and 10.1.3 hereof, the
                  Employer shall pay to the Employee to the end of the notice
                  period his salary and at the end of the date terminating the
                  notice provision, the Employer shall pay to the Employee
                  vacation pay equivalent and any other monies due under
                  applicable United States federal or state law, as well as any
                  and all amounts to which he may be entitled pursuant to
                  sections 10.1.2 or 10.1.3.

12. MEDIATION/ARBITRATION
    --------------------
            12.1  Should any dispute or disagreement of any kind arise at any
                  time; (i) regarding the rights and liabilities of the Parties
                  hereof or with respect to the interpretation, validity,
                  construction, meaning, performance, effect or application of
                  this Agreement, as amended from time to time; or (ii) between
                  the Employer and the Employee, the Parties agree that good
                  faith negotiations shall take place between the Employer and
                  the Employee. If such good faith negotiations have not
                  resolved the dispute or disagreement within a reasonable
                  period of time, either Party may request mediation between the
                  Parties, or either Party may refer the dispute or disagreement
                  directly to arbitration without going to mediation.


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            12.2  The mediator shall be agreed upon by the both Parties. In the
                  event that the Parties are unable to agree upon the mediator,
                  the dispute or disagreement shall be referred to arbitration
                  in accordance with this section.

            12.3  All discussions before the mediator shall be non-binding,
                  confidential and without prejudice to the position of either
                  Party. The Parties agree that if the mediation process does
                  not result in a satisfactory solution of the dispute or
                  disagreement after the lesser of either; (a) ten (10) hours of
                  mediation, or (b) thirty (30) days from the commencement of
                  the mediation, then either Party may refer the dispute or
                  disagreement to arbitration pursuant to the provisions of the
                  American Arbitration Association's National Rules for the
                  Resolution of Employment Disputes in effect at the time of the
                  arbitration demand, in accordance with the following:

                 12.3.1 the reference to arbitration shall be to one (1)
                        arbitrator.

                 12.3.2 any such arbitration shall be held in the city of
                        Orlando, Florida. The arbitration shall be completely
                        private. The arbitrator shall fix the appropriate
                        procedures which may include discovery, an oral
                        hearing(s) and any other procedures the arbitrator deems
                        appropriate. The issue or issues to be decided by the
                        arbitrator shall be defined in an arbitration agreement
                        filed on consent by the aggrieved party. In the event
                        the Parties to the arbitration shall be unable to agree
                        upon the issue or issues to be decided by the arbitrator
                        in any arbitration pursuant to this paragraph, the
                        arbitrator shall have jurisdiction to determine the
                        issue or issues to be so decided. The Parties shall do
                        all such acts and things as are necessary to enable the
                        arbitrator to make a proper finding respecting the
                        matters in issue. The arbitrator may order interest on
                        any award and the arbitrator may award costs, including
                        attorneys' fees, to either Party, provided that such
                        award is permitted by the applicable law governing the
                        underlying claim. In the absence of any award of costs,
                        each of the Parties shall bear their own costs,
                        including attorneys' fees, of any arbitration pursuant
                        to this paragraph and one-half of the cost of the
                        arbitrator. The arbitrator shall be strictly bound by
                        applicable legal principles and the general nature of
                        this Agreement in rendering his/her/its decision.


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                 12.3.3 The Parties agree that good faith negotiations,
                        mediation and arbitration shall all be without recourse
                        to the Courts. The award of the arbitrator shall be
                        final and binding, except that either Party may appeal
                        an arbitration award to the Courts on a question of law.
                        Judgment upon the award rendered by the arbitrator may
                        be entered in any Court having jurisdiction.

13. RIGHT TO INJUNCTIVE RELIEF
    --------------------------
      As a violation by the Employee of the provisions of paragraphs 7 and 9
      hereof could cause irreparable injury to the Employer and there is no
      adequate remedy at law for such violation, the Employer shall have the
      right, in addition to any other remedies available to it at law or in
      equity, to enjoin the Employee in a court of equity from violating such
      provisions. The provisions of paragraphs 7 and 9 hereof shall survive the
      termination of this Agreement.

14. ASSIGNMENT OF RIGHTS
    --------------------

      The rights and obligations which accrue to the Employer under this
      Agreement shall automatically inure to the benefit of and be binding on
      its successors and assigns, whether by operation of law or otherwise. The
      rights of the Employee under this Agreement are not assignable or
      transferable in any manner, except that any accrued salary or bonus,
      vested options or other benefits shall be provided to the Employee's
      heirs, beneficiaries or estate, or trustee under any trust set up by and
      for Employee.

15. CHANGE OF CONTROL
    -----------------
      The Employer agrees that should there be a change in control of the
      Employer during the Employee's employment with the Employer, all stock
      options, RSU's and restricted stock held by the Employee shall become
      immediately vested and exercisable in full. The Employer further agrees
      that should there be a change in control of the Employer and the
      Employee's employment is terminated for any reason save and except for
      cause, the Employee shall receive, any payments or benefits to which he is
      entitled pursuant to section 10.1.3 hereof or the remaining salary for the
      Term whichever amount is greater. For the purposes of this section,
      "change in control" shall be defined as such term is defined the
      Employer's 2002 Amended and Restated Stock Option Plan.

16. RESIDENCE
    ---------
      The Employer has agreed to secure a corporate apartment in Orlando,
      Florida, if necessary, to which the Employee would have access and the
      cost of such apartment will be paid for by the Employer.


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17. INDEMNIFICATION
    ---------------
      The Employer agrees to fully indemnify and defend the Employee against all
      claims, liabilities, costs, attorneys' fees, settlement payments and
      damages relating to or arising from any threatened or actual legal action
      against the Employee by the company with which the Employee was last
      employed before the date hereof, in relation in any manner to section 7 of
      the Employee's prior employment agreement with such company.

18. CURRENCY
    --------
      All dollar amounts referred to in this Agreement are in United States
      funds.

19. AMENDMENT OF AGREEMENT
    ---------------------
      This Agreement may be altered or amended at any time by the mutual consent
      in writing of the parties hereto.

20. TIME OF ESSENCE
    ---------------
      Time shall be of the essence hereof.

21. GOVERNING LAW
    -------------
      This Agreement shall be governed by and construed in accordance with the
      laws of the Province of Ontario.

22. HEADINGS
    --------
      The headings appearing throughout this Agreement are inserted for
      convenience only and form no part of the Agreement.

23. SEVERABILITY
    ------------
      The invalidity or unenforceability of any provision of this Agreement will
      not affect the validity or enforceability of any other provision hereof
      and any such invalid or unenforceable provision will be deemed to be
      severable.

24. ENTIRE AGREEMENT
    ----------------
      This Agreement constitutes the entire agreement between the parties and
      supersedes all prior and contemporaneous agreements, understandings and
      discussions, whether oral or written, and there are no other warranties,
      agreements or representations between the parties except as expressly set
      forth herein.

25.  AGREEMENT BINDING
     -----------------
      This Agreement shall inure to the benefit of and be binding upon the
      parties hereto and their respective personal representatives, executors,
      administrators, successors and assigns.


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26. INDEPENDENT LEGAL ADVICE
    ------------------------
      The Employee acknowledges that he has read and understands the Agreement
      and acknowledges that he has had the opportunity to obtain independent
      legal advice regarding the terms of the Agreement and their legal
      consequences.

27. SURVIVAL
    --------
      In the event this Agreement terminates for any reason, sections 7, 9,
      10.1.2, 10.1.3, 11, 15 and 17 hereof shall survive to the extent necessary
      to give full effect to their terms.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
the date first set forth above.


SIGNED, SEALED & DELIVERED



                                         _/s/ Stephen Lerch
                                         ---------------------------------------
                                         Stephen Lerch
Witness



                                         WORKSTREAM INC.

                                         Per:     /s/ Michael Mullarkey
                                                  ------------------------------
                                                  Michael Mullarkey
                                         Title:   Chief Executive Officer


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