495
      March
      Road

    Suite
      300

    Ottawa,
      Ontario K2K 3G1

    


    February
      29, 2008 (Via Electronic Mail)

    


    Personal
      and Confidential

    


    Mr.
      Deepak Gupta

    1844
      Zenato Pl.

    Pleasanton,
      CA  94566

    


    Re:    Separation
      Agreement and General Release

    


    Dear
      Deepak:

    


    This
      letter will confirm your resignation from employment and the terms of your
      separation from employment with Workstream Inc. (“Workstream”). 

    


    Your
      employment with Workstream terminated effective February 29, 2008 (the
“Termination Date”). Regardless of whether you sign this letter, you will have
      been or will be paid all of your wages at the base rate through your last day
      of
      active work on February 22, 2008; and your group medical insurance benefits
      will
      continue through the end of the current calendar month. Assuming you agree
      to
      the terms of this letter (the “Agreement”) Workstream will provide you with the
      additional separation benefits described below. 

    


    
      	 	
              1.

            	
              You
                will be permitted to retain the 250,000 Restricted Stock Units (the
                “RSUs”) previously granted you by Workstream pursuant to your employment
                agreement dated December 11, 2006, as amended (the “Employment
                Agreement”). All of the RSUs will be deemed to be vested upon your
                delivery of a signed copy of this letter to me and
                shares subject to RSUs shall be delivered within 30 days of the date
                thereof.
                

            


    

     

    
      	 	
              2.

            	
              Workstream
                will
                pay reasonable expenses submitted by you for periods prior to the
                date
                hereof and will
                continue to pay your car allowance at the rate of Five Hundred dollars
                (USD$500.00) per month for twelve (12) months from your Termination
                Date.

            


    

     

    
      	 	
              3.

            	
              You
                and any eligible dependents will continue to be covered under Workstream’s
                group health and dental plans through the end of the current calendar
                month. Thereafter, you will be eligible to continue your existing
                coverage
                under these plans at your own expense in accordance with the Consolidated
                Omnibus Budget Reconciliation Act (“COBRA”). If you agree to the terms of
                this letter (the “Agreement”), Workstream will reimburse you the amount of
                the COBRA premium for up to twelve (12) months from your Termination
                Date.
                You agree to advise Workstream promptly in the event that you obtain
                subsequent employment in any position that provides you group health
                and
                dental benefits at which time Workstream will be relieved from the
                obligation to reimburse you for any further COBRA
                premiums.

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Mr.
      Deepak Gupta

    February
      29, 2008

    Page
      2 of
      4

     

    
      	 	
              4.

            	
              You
                agree to waive and forfeit all rights to any Stock Options (referred
                to as
                Option Shares in the Employment Agreement) in Workstream, whether
                vested
                or not vested.

            


    

     

    
      	 	
              5.

            	
              You
                hereby confirm your resignation, effective February 29, 2008, as
                President
                and Chief Executive Officer, as a Director and as an employee of
                Workstream.

            


    

     

    Workstream
      waives the right to enforce any non-competition provisions of any agreements
      between Workstream and you, but you agree to remain bound by the obligation
      contained in your Employment Agreement not to solicit to hire or encourage
      to
      leave their employ, any of Workstream’s other employees for a period of one (1)
      year following the Termination Date.

     

    By
      offering you the opportunity to enter into this Agreement, Workstream does
      not
      admit that it has any liability to you arising out of or in any manner relating
      to your employment or separation from employment. Workstream expressly denies
      that it has any such liability. Accordingly, this Agreement should not be
      treated or construed as an admission of liability by Workstream of any kind
      or
      nature whatsoever. 

    


    In
      return
      for the additional separation benefits described above, you hereby agree, for
      yourself and your successors, heirs, executors, administrators, and assigns,
      to
      remise, release and forever discharge Workstream and its affiliates and
      subsidiaries as well as its and their stockholders, directors, officers,
      partners, agents, servants, employees past and present, and affiliated entities,
      and each of them, and any of their heirs, successors, and assigns (collectively
      the “Releasees”) from any and all claims, grievances, demands, liens,
      agreements, contracts, covenants, actions, suits, causes of action, wages,
      obligations, debts, expenses, attorneys’ fees, damages, judgments, orders and
      liabilities of whatever kind or nature in law, equity or otherwise (collectively
      the “Claims”), which you have, had or may have had against any Releasee up until
      the date of this Agreement. Without limiting the generality of the foregoing,
      you acknowledge that the said additional separation benefits are in satisfaction
      of all claims for damages for wrongful dismissal, including all non-salary
      benefits, including long term disability and pension contributions provided
      to
      you, or on your behalf, in respect of your employment, vacation pay, any and
      all
      expenses, whether incurred before or after the date hereof, in respect of your
      employment, and any and all claims which you may have, or have had, under the
      Employment
      Standards Act,
      S.O.
      2000, c. 41, as amended, and the Human
      Rights Code,
      R.S.O.
      1990, c. H-19, as amended. Except as set forth below, you expressly acknowledge
      that this Agreement is intended to include in its effect, without limitation,
      all claims which have arisen and of which you know or do not know, should have
      known, had reason to know, or suspect to exist in your favor at the time of
      execution hereof, and that this Agreement contemplates the extinguishment of
      any
      such claim or claims.  Thus, this Agreement includes a release of all known
      and unknown claims. The foregoing release shall not be construed to operate
      as a
      release or waiver of any rights you have under the United States federal Age
      Discrimination in Employment Act of 1967, as amended or
      of any
      rights to indemnification under any bylaw, resolution or agreement between
      Workstream and you or of any coverage under any fiduciary indemnity policy
      in
      effect. The foregoing release does not release any obligations due to you
      pursuant to the ADEA Release between you and Workstream dated February 29,
      2008.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Mr.
      Deepak Gupta

    February
      29, 2008

    Page
      3 of
      4

    


    You
      acknowledge that you understand and agree that all rights under Section 1542
      of
      the Civil Code of California are hereby expressly waived by you. Section 1542
      reads as follows:

     

    A
      general
      release does not extend to claims which the creditor does not know or suspect
      to
      exist in his favor at the time of executing the release, which if known by
      him
      must have materially affected his settlement with the debtor.

     

    Notwithstanding
      the provisions of Section 1542, and for the purpose of implementing a full
      and
      complete release and discharge of Releasees, you expressly acknowledges that
      this Agreement and the general release set forth above is intended to include
      in
      its effect, without limitation, all claims which you do not know or suspect
      to
      exist in your favor at the time of execution hereof, and that the settlement
      agreed upon contemplates the extinguishment of any and all such claim or
      claims.

    


    You
      represent that you have not filed, or permitted to be filed in your name or
      on
      your behalf, any lawsuit or administrative agency charge or complaint against
      any of the Releasees based upon any act or event which is released by this
      Agreement. You further agree that if any such matter is pending, you will not
      seek or accept any personal relief, including but not limited to an award of
      monetary damages or reinstatement to employment with Workstream and that you
      will act promptly to voluntarily withdraw it, with prejudice, as a condition
      of
      receiving payment pursuant to this Agreement. 

    


    You
      agree
      that, as a further condition to receipt of the separation benefits as outlined
      above, you will provide reasonable cooperation, and assistance as and when
      reasonably requested by Workstream with respect to matters in which you were
      involved or had knowledge of during your employment with Workstream.


    


    In
      the
      event you desire to have Workstream provide an employment reference for you,
      you
      agree to direct all inquiries to the Manager, Human Resources who will confirm
      your dates of employment and position held. You and Workstream agree not to
      disparage each other. 

    


    You
      agree
      that within seven (7) calendar days of signing this Agreement, you will return
      to Workstream all of its property in your possession or control. You further
      represent and warrant that you will not retain any copies or duplicates of
      such
      property. 

     

    
      Aside
        from a separate agreement being offered to you by Workstream in consideration
        of
        a release of your rights under the United States federal Age Discrimination
        in
        Employment Act, this Agreement sets forth the entire agreement between you
        and
        Workstream regarding your separation from employment. This Agreement may
        not be
        altered, amended, or modified, except by a further written document signed
        by
        you and an officer of Workstream. You and Workstream agree to continue to
        be
        bound by the provisions of the Employment Agreement which are stated in that
        document as surviving termination of that agreement. 

       

      
        The
          terms
          of this Agreement shall be governed by and construed in accordance with
          the laws
          of the Province of Ontario. Any
          dispute regarding any aspect of this Agreement, including its formation,
          or any
          act which would violate any provision on this Agreement (hereafter referred
          to
          as “arbitrable dispute”), shall be resolved in final and binding arbitration
          pursuant to the provisions of the Employment Agreement, which are incorporated
          herein by reference. Judgment on any award by such arbitrator may be entered
          in
          any court having proper jurisdiction.

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Mr.
      Deepak Gupta

    February
      29, 2008

    Page
      4 of
      4


    By
      executing this Agreement, you acknowledge that you have been informed of your
      right to consult with an attorney before signing this Agreement and that you
      have done so to the extent that you desire. You represent and warrant that
      you
      have carefully read and fully understand the provisions of this Agreement and
      that you freely, knowingly and voluntarily enter into this Agreement.


    


    Please
      signify your acceptance of this Agreement by signing in the space indicated
      below, having your signature notarized and returning the signed copy to me
      via
      facsimile. This Agreement may be signed in counterparts and facsimile signatures
      shall be acceptable as originals. 

    


    Sincerely,

    


    WORKSTREAM
      INC.

    


    /s/
      Michael Mullarkey

    


    By:
      Michael Mullarkey

    Executive
      Chairman of the Board

    


    Accepted
      and agreed to on this 29th
      day
      of February,
      2008

    


    


     /s/
      Deepak
      Gupta                     

    Deepak
      Gupta

    


    Notary
      Public Acknowledgement

    


    State
      of
      California:

    


    County
      of
      ______________________:

    


    I,
      ________________________________, a Notary Public for ______________County,
      

    California,
      do hereby certify that Deepak Gupta personally appeared before me this day
      and
      acknowledged the due execution of the foregoing document.

    


    Witness
      my hand and official seal, this the __________ day of _____________,
      2008.

    


    
      
        	 
	
                Notary
                  Public

              


      

    

    


    My
      commission expires ______________________________________, 200__.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    

    495
      March
      Road

    Suite
      300

    Ottawa,
      Ontario K2K 3G1

    


    


    February
      29, 2008 (Via Electronic Mail)

     

    Personal
      and Confidential

    


    Mr.
      Deepak Gupta

    1844
      Zenato Pl.

    Pleasanton,
      CA  94566

    


    Re:    ADEA
      Release

    


    Dear
      Deepak:

    


    This
      letter will confirm our agreement concerning your release of all possible claims
      arising under the United States federal Age Discrimination in Employment Act
      of
      1967, as amended, against Workstream Inc. (“Workstream”) and those associated
      with it. 

    


    Your
      employment with Workstream pursuant to the Employment Agreement dated December
      11, 2006, as amended (the “Employment Agreement”), terminated effective February
      29, 2008 (the “Termination Date”). Assuming you agree to the terms of this
      letter (the “OWBPA Agreement”), Workstream will pay you severance pay at the
      rate of Twenty-five Thousand dollars (USD$25,000.00) per month for four (4)
      months from your Termination Date.

    


    In
      return
      for the severance pay benefits described above, you hereby agree, for yourself
      and your successors, heirs, executors, administrators, and assigns, to remise,
      release and forever discharge Workstream and its affiliates and subsidiaries
      as
      well as its and their stockholders, directors, officers, partners, agents,
      servants, employees past and present, and affiliated entities, and each of
      them,
      and any of their heirs, successors, and assigns (collectively the “Releasees”)
      from any and all claims, grievances, demands, liens, agreements, contracts,
      covenants, actions, suits, causes of action, wages, obligations, debts,
      expenses, attorneys’ fees, damages, judgments, orders and liabilities of
      whatever kind or nature in law, equity or otherwise arising under the United
      States federal Age Discrimination in Employment Act of 1967, as amended
      (collectively the “ADEA Claims”), which you have, had or may have had against
      any Releasee up until the date of this Agreement. As further set forth below,
      you expressly acknowledge that this Agreement is intended to include in its
      effect, without limitation, all ADEA Claims which have arisen and of which
      you
      know or do not know, should have known, had reason to know, or suspect to exist
      in your favor at the time of execution hereof, and that this OWBPA Agreement
      contemplates the extinguishment of any such claim or claims.  Thus, this
      OWBPA Agreement includes a release of all known and unknown ADEA Claims
but
      does
      not release (i) any of your rights to indemnification under any bylaw,
      resolution or agreement between Workstream and you or any claims under any
      fiduciary indemnity policy in effect or (ii) any rights under the Separation
      Agreement and General Release between Workstream and you dated February 29,
      2008.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Mr.
      Deepak Gupta

    February
      29, 2008

    Page
      2 of
      4

    


    You
      acknowledge that you understand and agree that all rights under Section 1542
      of
      the Civil Code of California are hereby expressly waived by you. Section 1542
      reads as follows:

     

    A
      general
      release does not extend to claims which the creditor does not know or suspect
      to
      exist in his favor at the time of executing the release, which if known by
      him
      must have materially affected his settlement with the debtor.

     

    Notwithstanding
      the provisions of Section 1542, and for the purpose of implementing a full
      and
      complete release and discharge of Releasees, you expressly acknowledges that
      this OWBPA Agreement and the general release set forth above is intended to
      include in its effect, without limitation, all ADEA Claims which you do not
      know
      or suspect to exist in your favor at the time of execution hereof, and that
      the
      settlement agreed upon contemplates the extinguishment of any and all such
      claim
      or claims.

    


    You
      hereby represent and acknowledge to Workstream that (a) Workstream has advised
      you in writing to consult with an attorney of your choosing; (b) you have had
      twenty-one (21) days to consider the waiver of your rights under the United
      States federal Age Discrimination in Employment Act of 1967, as amended prior
      to
      signing this OWBPA Agreement; (c) you have seven (7) days after signing this
      OWBPA Agreement in which to revoke it by delivering a written notice of such
      revocation to the Workstream at 495 March Road, Suite 300, Ottawa, Ontario
      K2K
      3G1, attention: Michael
      Mullarkey, Executive Chairman of the Board;
      (d) the
      consideration provided you under this OWBPA Agreement is sufficient to support
      the release provided by you under this OWBPA Agreement and is greater than
      what
      you would be entitled to receive if you did not sign this OWBPA Agreement;
      and
      (e) you have not filed any charges, claims or lawsuits against Workstream or
      any
      Releasee which have not been terminated as of the date of this OWBPA Agreement.
      You understand that Workstream regards the representations made by you as
      material and that Workstream is relying on these representations in entering
      into this OWBPA Agreement. You acknowledge and agree that Workstream’s
      obligation to make payments or provide other benefits under this OWBPA Agreement
      will not commence until the period for revocation has passed and this OWBPA
      Agreement becomes irrevocable by you.

    


    You
      understand and acknowledge that in deciding whether to sign this OWBPA
      Agreement, you are not relying on any promises, statements or representations,
      oral or written, other than those that are set forth expressly herein.


     

    The
      terms of this OWBPA Agreement shall be governed
      by and construed in accordance with the laws of the Province of Ontario. Any
      dispute regarding any aspect of this Agreement, including its formation, or
      any
      act which would violate any provision on this Agreement (hereafter referred
      to
      as “arbitrable dispute”), shall be resolved in final and binding arbitration
      pursuant to the provisions of the Employment Agreement, which are incorporated
      herein by reference. Judgment on any award by such arbitrator may be entered
      in
      any court having proper jurisdiction.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Mr.
      Deepak Gupta

    February
      29, 2008

    Page
      3 of
      4

     

    Please
      signify your acceptance of this Agreement by signing in the space indicated
      below, having your signature notarized and returning the signed copy to me
      via
      facsimile. This Agreement may be signed in counterparts and facsimile signatures
      shall be acceptable as originals. 

    


    Sincerely,

    


    WORKSTREAM
      INC.

    


    /s/
      Michael Mullarkey

    


    By:
      Michael Mullarkey

    Executive
      Chairman of the Board


    


    Accepted
      and agreed to on this 29thday
      of
February,
      2008

    


    


     /s/
      Deepak
      Gupta                      

    Deepak
      Gupta

    


    


    Notary
      Public Acknowledgement

    


    State
      of
      California:

    


    County
      of
      _____________________:

    


    I,
      ________________________________, a Notary Public for ________________ County,
      

    California,
      do hereby certify that Deepak Gupta personally appeared before me this day
      and
      acknowledged the due execution of the foregoing document.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Mr.
      Deepak Gupta

    February
      29, 2008

    Page
      4 of
      4

    


    Witness
      my hand and official seal, this the __________ day of _____________,
      2008.

    


    
 

    
      


      
        
          	 
	
                  Notary
                    Public

                


        

      

      




    My
      commission expires ______________________________________, 200__.