Exhibit
      10.2

    EMPLOYMENT
      AGREEMENT

    


    


    THIS
      AGREEMENT
      is made
      as of the 15th
      Day of
      February 2008 

    


    


    BETWEEN:

    Jay
      Markell

    of
      the
      City of Orlando, Florida 32835

    (hereinafter
      referred to as the "Employee")

    


    AND:

    


    WORKSTREAM
      INC.,

    a
      corporation incorporated under the laws of Canada

    (hereinafter
      referred to as the "Employer")

    


    WHEREAS:

    


    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

            	
              “Chief
                Financial Officer”
                shall mean the Chief Financial Officer for the
                Company;

            


      	 	 	 	 


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


    

     

    
      	 	 	
              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
                Chief Financial Officer 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 CFO of the Employer; and
                

            


    

    


    
      	 	
              2.2.2

            	
              such
                other duties as may be reasonably
                required.

            


    

    


    
      	 	
              2.2.3

            	
              the
                starting date of Employee would be no later than February 15th,
                2008

            


    

    


    
      	
              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
                $140,000.00 (U.S.) per year.

            


      	 	 	 	 


      	 	 	4.1.2	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 30,000 Restricted Stock Units
              (the “RSU’s”). These RSU’s shall vest 100% on the date of the business
              merger with Empagio.


    

     

    
      	
              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 family coverage premiums for the Employee
                for
                health and dental (if any) insurance offered by the Employer.
                

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              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.

            


    

    


    
      	
              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. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    
      	
              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) 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;
                

            


      	 	 	 	 	 


      	 	 	 	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) if the employment is terminated
              during the first six months of full time employment then a payment
              equal
              to (3) months base salary at the rate in effect on the Employee’s
              termination date; or (ii) if the employment is terminated after six
              months
              of full time employment then a payment equal to three (3) months base
              salary at the rate in effect on the Employee’s termination date.
              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;

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    
      	 	 	
              10.1.4.3

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

            


    

    


    
      	 	 	
              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.

            


    

    


    
      	 	 	 	
              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.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

    
      	 	 	 	
              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.

            


    

    


    
      	 	 	 	
              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.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	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 is not offered a position of
      increased responsibility (Vice President of Finance for Workstream) with an
      increase of base salary to $140,000.00, 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

            


    

    


    
      	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.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
 

    
      	
              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/ 	 	 	/s/ Jay
              Markell
	
              
Witness	 	 	
              
Jay
              Markell
	 	 	 	 
	 	 	 	 
	 	 	 	WORKSTREAM INC.
	 	 	 	 
	 	 	 	/s/ Michael Mullarkey
	 	 	 	
              
Michael
              Mullarkey
	 	 	 	Title: Chairman of the
              Board


    

     

     

    
      
         

      

      
        8