fp0001198_ex10-6.htm


    


     

    Exhibit
10.6

     

     

    REAFFIRMATION OF
GUARANTY

     

    This
Reaffirmation of Guaranty (“Reaffirmation”) is made as of
this 11th day
of December 2009 (the “Effective Date”), by and among
the undersigned guarantors (collectively, jointly and severally, “Guarantors,” and each,
individually, a “Guarantor”), in favor of
_____________________ (together with its successors and assigns, “Noteholder”).

     

    RECITALS

    


    A.           Workstream
Inc. (the “Company”) and
the Noteholder entered into that certain Exchange Agreement, dated as of August
29, 2008, by and between the Company and the Noteholder (the “2008 Exchange Agreement”).

    


    B.           In
connection with the 2008 Exchange Agreement, the Guarantors guaranteed the
prompt payment and performance of the liabilities and obligations of the Company
to the Noteholder, pursuant to that certain Guaranty, dated as of August 29,
2008 (as amended and reaffirmed through the date hereof, the “Guaranty”). Capitalized terms
used, but not specifically defined, herein shall have the meaning provided for
such terms in the Guaranty.

    


    C.           The
Company and the Noteholder entered into that certain Exchange Agreement dated as
of December 11, 2009 (the “2009 Exchange Agreement”), pursuant
to which, among other things, the Company will issue to the Noteholder the Notes
(as defined in the 2009 Exchange Agreement) in exchange for the Holder’s 2008
Note (as defined in the 2009 Exchange Agreement).

    


    D.           In
connection with the transactions contemplated by the 2009 Exchange Agreement,
the each of the Guarantors have agreed reaffirm the continued effectiveness of
the Guaranty.

    


    AGREEMENTS

     

    NOW,
THEREFORE, in consideration of the foregoing recitals, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Guarantor agrees as follows:

     

     1.  The
Recitals are hereby incorporated into and shall become part of this
Reaffirmation.

     

     2.  Such
Guarantor has received and reviewed a copy of the 2009 Exchange Agreement and
the other Exchange Documents (as defined in the 2009 Exchange Agreement)
(including, without limitation, the Notes) and hereby consents to the terms
thereof and the execution, delivery and performance thereof and the incurrence
of any additional Guaranteed Obligations as contemplated
thereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

     3.  Such
Guarantor hereby (i) ratifies and reaffirms the continued effectiveness of the
Guaranty, (ii) acknowledges that (a) it has no defenses, claims or setoffs to
the enforcement by the Noteholder of any of the liabilities, obligations or
agreements of such Guarantor under the Guaranty (and to the extent any such
defenses, claims or setoffs exist such Guarantor hereby waives and releases the
Noteholder from the same) and (b) the Noteholder does not waive, diminish or
limit any term or condition contained in the Guaranty, (iii) agrees, for
clarification purposes, that the term “Notes” in Section 2 of the Guaranty and
the term “Transaction Documents” in the Guaranty each have the meanings ascribed
to such terms in the Security Agreement and (iv) agrees that the Guaranty and
the guaranties, liabilities, obligations, covenants and agreements thereunder of
such Guarantor thereunder shall not be affected, modified, diminished,
discharged, qualified, limited or impaired or adversely affected, in any manner
or to any extent by the 2009 Exchange Agreement, any of the other Exchange
Documents (as defined in the 2009 Exchange Agreement) or any of the transactions
contemplated thereby or any action taken by the Noteholder or any other matter,
fact or circumstance. Such Guarantor further represents and warrants to the
Noteholder that all of the representations and warranties set forth in the
Guaranty are true and correct as if made by such Guarantor on the date
hereof.

     

     4.  This Reaffirmation shall inure to the
benefit of the Debt Investor and its successors and assigns and be binding upon
the Guarantors and their respective successors and assigns.

     

     5.  This
Reaffirmation may be executed in one or more counterparts, each of which shall
be deemed to be an original, but all of which taken together shall be one and
the same instrument.

     

    [signature pages
follow]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Reaffirmation as of the
day and year first above written.

     

    


    
      	 
      	
              6FIGUREJOBS.COM,
      INC., a Delaware corporation

               

              By: /s/
      Michael
      Mullarkey                              

              Name: Michael
      Mullarkey                        

              Title: CEO                                              

               

            
	 
      	
              WORKSTREAM
      USA INC., a Delaware corporation

               

              By:
      /s/ Michael
      Mullarkey                              

              Name: Michael
      Mullarkey                        

              Title: CEO                                              

               

            
	 
      	
              PAULA
      ALLEN HOLDINGS, INC., a Florida corporation

               

              By:
      /s/ Michael
      Mullarkey                              

              Name: Michael
      Mullarkey                        

              Title: CEO                                              

               

            
	 
      	
              THE
      OMNI PARTNERS, INC., a Florida corporation

               

              By:
      /s/ Michael
      Mullarkey                             

              Name: Michael
      Mullarkey                       

              Title: CEO                                             

               

            
	 
      	
              WORKSTREAM
      MERGER SUB INC., a Delaware corporation

               

              By:
      /s/ Michael
      Mullarkey                             

              Name: Michael
      Mullarkey                       

              Title: CEO