EXHIBIT 10.21

                          AGREEMENT TO TERMINATE LEASE

         This Agreement to Terminate Lease (the "Agreement") is made as of March
6, 2003 by and between Sequoia M&M LLC, a California  limited  liability company
("Landlord"),  and Icarian Inc., a Delaware corporation (collectively "Tenant"),
and Workstream,  Inc., a Canadian  corporation  ("Workstream") with reference to
the following facts.

                                    RECITALS

         WHEREAS,  Landlord  and Tenant have  entered  into that  certain  Lease
Agreement dated September 2, 1999, as amended (hereinafter the "Lease"); and

         WHEREAS,  pursuant to the Lease,  the Lease Term for the Premises  will
end on September 14, 2004 (the "Original Expiration Date"); and

         WHEREAS,  Tenant has  requested  that  Landlord  agree to terminate the
Lease, as well as any other rights or interests  Tenant may have in the Premises
or any other  premises at the Building,  and Landlord has agreed to such request
upon the terms and conditions set forth in this Agreement; and

         WHEREAS, Tenant is a wholly-owned subsidiary of Workstream; and

         WHEREAS,  Landlord  and Tenant now wish to  terminate  the Lease on the
Termination Date (hereafter  defined),  a date prior to the Original  Expiration
Date, on the terms and conditions set forth below.

         NOW THEREFORE,  in  consideration  of the mutual promises and covenants
contained  herein,  and other good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         1. RECITALS;  CAPITALIZED TERMS.  Landlord and Tenant hereby agree that
the recitals set forth  hereinabove are true and correct and  incorporated  into
this Agreement.  The capitalized  terms used in this Agreement and not otherwise
defined in this Agreement have the meanings assigned to such terms in the Lease.

         2. LEASE  TERMINATION.  Landlord and Tenant hereby agree that the Lease
shall terminate  effective as of 11:59 p.m.  January 31, 2003 (the  "Termination
Date") with the same force and effect as if the Original Expiration Date was the
Termination  Date,  effective as of the  Termination  Date,  Landlord and Tenant
shall have no further rights, obligations, liabilities or claims with respect to
each  other  arising  from  the  Lease  for the  performance  of the  terms  and
conditions  thereof or any other  documents  related  thereto,  except for those
indemnity obligations of Tenant arising under the Lease prior to the Termination
Date, which are expressly required to survive and continue after the termination
or  expiration of the Lease.  On or before the  Termination  Date,  Tenant shall
vacate and surrender  possession of the Premises to Landlord in accordance  with
the terms of the Lease.

         3.  TERMINATION  OF OPTIONS  AND RIGHTS OF FIRST  REFUSAL.  Any and all
options of any kind or nature,  including without limitation,  options to extend
the term of the Lease, rights of first refusal and/or first refusal and/or first
offer granted to Tenant under the Lease shall be terminated and be of no further
force or effect.

<PAGE>

         4. ABANDONED PROPERTY.  Any furniture,  fixtures,  shelving,  cabinets,
tables,  equipment,  lighting, and other fixtures or personal property in, on or
attached  to  the  Premises  and  remaining  in or on  the  Premises  after  the
Termination Date (the "Abandoned Property"), whether or not belonging to Tenant,
shall be deemed  abandoned  by the  parties,  and  Landlord  may  dispose of the
Abandoned Property in its sole discretion and at its sole cost. Tenant shall not
be entitled to any proceeds  received by Landlord as a result of the disposition
of the Abandoned  Property.  Tenant waives,  to the greatest extent permitted by
law, all of its rights under  California  Civil Code Sections 1980, et. seq., as
the  same may be  amended  from  time to time,  and any  related  and  successor
statutes thereto.

         5. SECURITY  DEPOSIT.  The security  deposit held by Landlord under the
Lease in the amount of Eighty Five Thousand Dollars  ($85,000) will be forfeited
by Workstream and shall, pursuant to this Agreement, belong to Landlord.

         6.  LETTER  OF  CREDIT.  Simultaneously  with  the  execution  of  this
Agreement,  Landlord shall deliver, in escrow, to Joseph Braun, Esquire of Cozen
O'Connor,  1900  Market  Street,  Philadelphia,  Pennsylvania  19103  (the  "L/C
Holder"),  that certain  original  irrevocable  standby  letter of credit number
IMDC/TOR/S/368292  dated  November  14, 2002 (the  "L/C")  issued by the Bank of
Montreal  in the amount of Seventy  Thousand  Dollars  ($70,000.00)  referencing
Workstream  as the  applicant  and Landlord as the  beneficiary.  The L/C Holder
shall  hold the L/C in  escrow  until  receipt  of  written  authorization  from
Landlord  (delivered  via  facsimile  to  (215)701-2177)  to release  the L/C to
Workstream. Landlord agrees to deliver such authorization to the L/C Holder upon
its actual receipt of the payment of Ninety Five Thousand  Dollars  ($95,000.00)
due one business day after the execution of this  Agreement,  under  Paragraph 8
below. In the event the L/C Holder has not received authorization to release the
L/C to  Workstream  from  Landlord by 3PM on the seventh (7th) day following the
execution of this Agreement, , the L/C Holder shall immediately, without further
notice or request, return the L/C to Landlord by overnight courier.

         7. PAYMENT OF CAM CHARGES.  Simultaneously  with the  execution of this
Agreement,  Tenant agrees to pay to Landlord outstanding CAM and Additional Rent
charges in the amount of  Thirty-Nine  Thousand  Three Hundred  Seventy-One  and
56/100 Dollars  ($39,371.56) (the "Additional Rent").  Payment of the Additional
Rent by Tenant shall be conclusive evidence of an accord and satisfaction of all
payments due under the Lease up to and including the Termination Date.  Landlord
further  acknowledges  and agrees that upon such  payment,  Tenant shall have no
further Rent, Additional Rent or other charges under the Lease.

         8. PAYMENT OF TERMINATION FEE.

                  A. In addition to the other  provisions of this Agreement,  in
consideration  for  Landlord's   agreement  to  terminate  this  Lease,  and  in
satisfaction  of all other sums which  would have become due and owing by Tenant
during the portion of the Lease  occurring after the  Termination  Date,  Tenant
shall pay to Landlord a termination fee in the amount of Two Hundred  Sixty-Five
Thousand  Dollars  ($265,000.00)  (the  "Termination  Fee"). The Termination Fee
shall be payable in installments, without interest, as follows:


                  One (1) business day following the execution of
                  this Agreement:                    $95,000.00
                  On April 1, 2003:                  $25,000.00
                  On May 1, 2003:                    $25,000.00
                  On June 1, 2003:                   $25,000.00
                  On July 1, 2003:                   $25,000.00
                  On August 1, 2003:                 $25,000.00
                  On September 1, 2003:              $25,000.00
                  On October 1, 2003:                $20,000.00
                                                     ----------
                  TOTAL OF PAYMENTS                 $265,000.00

                  B. All  installments  of the  Termination  Fee, other than the
initial  installment] (which shall be by Tenant's wire transfer),  shall be made
by ACH debits  from the  operating  account of  Workstream.  The ACH debit shall
follow the above payment  schedule.  Landlord and  Workstream  shall  reasonably
cooperate to arrange for and set up such ACH debits with their respective banks.
Workstream or Tenant shall have the right to pre-pay the  Termination Fee at any
time, without penalty.

                  C. In the event  Tenant or  Workstream  shall  fail to pay any
scheduled installment of the Termination Fee within five (5) business days after
Landlord's  written  notice of such  non-payment,  the Landlord,  subject to the
terms of  Section 9 hereof,  shall  have the  right to enter  the  "Judgment  by
Confession"  in  an  amount  equal  to  Four  Hundred  Forty  Thousand   Dollars
($440,000.00),  as set  forth in  Paragraph  9, and  enforcement  thereof  shall
reflect any amounts previously paid to Landlord pursuant to this Section 8.

<PAGE>


     9.   CONFESSION OF JUDGMENT ESCROW.

                  A. Simultaneously with the execution of this Agreement, Tenant
shall  execute and deliver,  in escrow,  to Daniel S. Mount,  Esquire of Mount &
Stoelker,  333 West San  Carlos,  Suite1650,  San Jose,  California  95110  (the
"Escrow  Agent"),  an  Attorney's   Certificate  of  Examination,   a  Statement
Authorizing  Judgment  of  Confession,  and a Judgment  of  Confession,  each in
substantially the form attached hereto as Exhibit A, B and C (collectively,  the
"Confession  Documents"),  respectively.  Escrow Agent shall hold the Confession
Documents in escrow in accordance with the terms of this Section 9.

                  B. In the event of a default, beyond any applicable notice and
cure periods,  by Tenant or Workstream under Section 8, Escrow Agent,  upon five
(5) days written notice to Tenant and Workstream,  shall be permitted to release
the  Confession  Documents  to Landlord  for filing with the  appropriate  court
having jurisdiction thereover,  provided, however, that any order of enforcement
or  instruction  by the court to the Sheriff shall contain an express  provision
that the amount  demanded  shall be  reduced  by the amount of any  installments
previously  received pursuant to Section 8 hereof.  All documents filed with the
court shall be served on Charles E. Wheeler,  Esquire,  Cozen O'Connor, 501 West
Broadway,  Suite 1610, San Diego, California 92101, as counsel for Tenant. Prior
to any attempt to enforce the Judgment of Confession,  including recording of an
Abstract of Judgment, Landlord shall file with the Court and serve on Charles E.
Wheeler,  Esquire,  Cozen  O'Connor,  501 West Broadway,  Suite 1610, San Diego,
California 92101, a partial  Satisfaction of Judgment stating that the amount of
any  installments  received  pursuant to Section 8 has been  received in partial
satisfaction of the judgment.

                  C.  In the  event  Tenant  or  Workstream  has  satisfied  the
obligations under Section 8, Escrow Agent shall immediately  return the original
Confession Documents,  and any copies thereof, to Joseph Braun, Esquire of Cozen
O'Connor,  1900 Market  Street,  Philadelphia,  Pennsylvania  19103 on or before
October 5, 2003.

                  D. In the event that  Landlord or Escrow  Agent  breaches  the
terms of this Section 9 or files the Confession  Documents  without the right to
do so under this Agreement,  Landlord and Escrow Agent shall be liable to Tenant
and Workstream for all damages and expenses  incurred by the parties,  including
the amount confessed under the Confession Documents, as a result of such breach.

         10. BILL OF SALE.  Simultaneously  with the  execution  hereof,  Tenant
shall  execute  and  deliver  to  Landlord  the bill of sale  ("Bill of  Sale"),
attached hereto as Exhibit D.

         11. ISSUANCE OF COMMON SHARES. On or before March 31, 2003,  Workstream
will issue to Landlord Two Hundred Seventy-Five Thousand (275,000) common shares
of Workstream  (the  "Shares") and  Workstream  shall deliver to Landlord one or
more share  certificates  evidencing  the issuance of the Shares.  If Workstream
proposes  to register  any of its Shares or other  equity  securities  under the
Securities  Act of 1933 (the "Act") in  connection  with the public  offering of
such  securities  solely for cash (other than a registration on Forms F-4 or S-8
or any successor  forms),  Workstream will, at such time, give Landlord at least
thirty (30) days prior written notice before filing such registration  statement
with respect to such  registration  and will afford  Landlord an  opportunity to
include in such  registration  statement all or any part of the Shares then held
by Landlord. Upon the written request of Landlord, given within twenty (20) days
after  the  receipt  of such  notice  by  Workstream,  Workstream  will  cause a
registration statement covering all of the Shares that Landlord has requested to
be  registered  to  become  effective  under  the  Act.  Workstream  is under no
obligation  to complete any offering of its  securities  it proposes to make and
will incur no liability to Landlord for its failure to do so.

<PAGE>

         12. REPRESENTATIONS AND WARRANTIES.

                  A. Tenant and Workstream, as applicable,  hereby represent and
warrant to Landlord the following:

                  (i) Tenant has not made any  assignment,  sublease,  transfer,
conveyance or other  disposition of the Lease or Tenant's  leasehold estate with
respect to the Premises.

                  (ii) The person or entity  executing  this Agreement on behalf
of Tenant has the full right and  authority to execute this  Agreement on behalf
of said party.

                  (iii) Tenant and Workstream have the requisite corporate power
and authority to execute and deliver this Agreement.

                  (iv) The Shares,  when issued,  will have been duly authorized
and validly issued by Workstream and will be fully paid and non-assessable. Upon
transfer and delivery of the Shares, Tenant shall obtain full and legal title to
the  Shares,  free and clear of any lien,  charge  or other  encumbrance  of any
nature.

                  (v) Tenant has good and valid title to the  personal  property
referred to in the Bill of Sale under  Section 10 above.  Further,  Tenant shall
remove any UCC-1 filings  affecting such personal property within 60 days of the
execution of this Agreement, if any.

                  B.  Landlord  hereby  represents  and  warrants  to Tenant and
Workstream as follows:

                  (i) This  Agreement  has been duly  executed and  delivered by
Landlord and  constitutes the legal,  valid and binding  obligation of Landlord,
enforceable against it in accordance with its terms.

                  (ii) The Shares are being  acquired for Landlord's own account
for investment and not with a view to resale and/or  distribution to others. The
Purchaser  understands  that,  subject to Section 11 above,  the Shares have not
been  registered  under the Act or the securities  laws of any state,  and, as a
result, are subject to substantial  restrictions on transfer.  Unless the Shares
are registered in accordance  with Section 11,  Landlord  agrees and understands
that it may not sell or  otherwise  transfer  any Shares or any  interest in the
Shares  unless it  provides  Workstream  with an  opinion  of  counsel  which is
satisfactory  to Workstream that the Shares may be transferred in reliance on an
applicable exemption from the registration requirements of the Act and any other
applicable securities laws.

                  (iii)  Landlord  understands  that an investment in the Shares
involves a high degree of risk, including loss of the total investment,  lack of
liquidity and restrictions on transfer of the Shares.

                  (iv)  Landlord  acknowledges  that it has access to all of the
financial and other  information  contained in  Workstream's  public  securities
filings.

                  (v)      Landlord is an "accredited investor" as such term  is
defined in Rule 501 of the Act.

                  (vi) Landlord  acknowledges that until the Shares are properly
registered  under the Act,  any  certificate  evidencing  the  Shares  delivered
pursuant to this  Agreement  shall bear such legends as  Workstream  in its sole
discretion shall determine appropriate.

         13.      Indemnification.

                  A. Except for Landlord's obligations under this Agreement,  as
of the Termination Date, Tenant hereby remises,  releases and forever discharges
Landlord  and  Landlord's   officers,   directors,   shareholders,   affiliates,
successors and assigns from all claims, demands,  actions, causes of action, and
from  any  and  all  damage,  liabilities,  loss,  cost  or  expense  (including
reasonable  attorney's  fees and costs)  arising out of or in any way  connected
with the Lease or Tenant's use and occupancy of the Premises.

                  B. Except for Tenant's obligations under this Agreement, as of
the Termination Date,  Landlord hereby remises,  releases and forever discharges
Tenant and Tenant's officers, directors,  shareholders,  affiliates,  successors
and assigns from all claims,  demands,  actions,  causes of action, and from any
and all  damage,  liabilities,  loss,  cost  or  expense  (including  reasonable
attorney's fees and costs) arising out of or in any way connected with the Lease
or  Tenant's  use and  occupancy  of the  Premises,  except  for  any  indemnity
obligations  set  forth  in  the  Lease  which  shall  expressly   survive  this
termination of Lease.

<PAGE>

         14.      GENERAL PROVISIONS:

                  A. Time is of the essence in the  performance  of the parties'
respective obligations set forth in this Agreement.

                  B. Notices shall be deemed given when received or when receipt
is  refused.  Notices  shall be sent by  facsimile,  U.S.  mail,  registered  or
certified,  return receipt  requested,  postage prepaid or by overnight delivery
service  showing  receipt of delivery.  If to Tenant,  notices shall be sent to:
Workstream,  Inc., 861 S.W. 78th Avenue, Suite 200,  Plantation,  Florida 33324,
Attn.: Mr. Paul Haggard,  and if to Landlord:  to Sequoia M&M LLC.,  Attn.: Eire
Stewart, 99 Almaden Boulevard,  Suite 565, San Jose, CA 95113 , facsimile number
1-408-998-2404If  at any time either party should change its address,  telephone
or facsimile  number,  such party shall deliver  written  notice  thereof to the
other party together with the designation of the new information.

                  C. This Agreement  constitutes the entire understanding of the
parties and all prior agreements,  representations,  and understandings  between
the parties,  whether oral or written,  are deemed  null,  all of the  foregoing
having been merged into this Agreement.  The parties acknowledge that each party
and/or its counsel have reviewed and revised this  Agreement and that no rule of
construction to the effect that any  ambiguities are to be resolved  against the
drafting party shall be employed in the  interpretation of this Agreement or any
amendments or exhibits to this Agreement or any document  executed and delivered
by either party in connection with this Agreement.

                  D. Tenant may not assign its rights,  obligations and interest
in this  Agreement to any other  person or entity,  without  Landlord's  written
consent thereto. Any attempted assignment shall be null and void. This Agreement
shall inure to the benefit of and be binding upon the parties to this  Agreement
and their respective successors and assigns.

                  E. If for any reason, any provision of this Agreement shall be
held to be unenforceable,  it shall not affect the validity or enforceability of
any other provision of this Agreement.

                  F. This Agreement shall be governed by and construed under the
laws of the State of California.

                  G. Any and all addenda  attached  hereto and either  signed or
initialed  by the  parties  shall  be  deemed  a part  hereof.  This  Agreement,
including  addenda,  if any,  expresses the entire  agreement of the parties and
supersedes  any and all previous  agreements  between the parties with regard to
the Premises and the Lease. There are no other understandings,  oral or written,
which in any way alter or enlarge  its  terms,  and there are no  warranties  or
representations of any nature whatsoever, either expressed or implied, except as
may be set forth herein. Any and all future modifications of this Agreement will
be effective only if they are in writing and signed by the parties hereto.

                  H.  This  Agreement  may  be  executed  in  counterparts.  All
executed counterparts shall constitute one agreement, and each counterpart shall
be deemed an original. This Agreement may be delivered by facsimile. The receipt
of a signed  counterpart  by  facsimile  shall be deemed to be the receipt of an
original signed document.

                  I. In the event any dispute  between  the  parties  results in
litigation or other proceeding,  the prevailing party shall be reimbursed by the
nonprevailing  party for all reasonable costs and expenses,  including,  without
limitation,  reasonable  attorneys'  and experts' fees and costs incurred by the
prevailing  party in connection with such litigation or other proceeding and any
appeal  thereof.  Such costs,  expenses and fees shall be included in and made a
part of the judgment recovered by the prevailing party, if any.



<PAGE>



IN WITNESS WHEREOF,  the parties have executed this Agreement as of the date and
year first written above in this Agreement.

TENANT:

Icarian Inc., a Delaware corporation,

By:     /s/ Paul Haggard
       -------------------------------------------------------------

Title: Chief Financial Officer
       -------------------------------------------------------------

Date:  3/6/03
       -------------------------------------------------------------

LANDLORD:

Sequoia M&M LLC, a California limited liability company

By:     /s/ JOHN B DINAPOLI
       -------------------------------------------------------------

Title:  VICE PRESIDENT, J P DINAPOLI COS. INC., MANAGER
       -------------------------------------------------------------

Date:   3/6/03
        ------------------------------------------------------------

ESCROW AGENT:

Mount & Stoelker

By:     /s/ Daniel Mount
        ------------------------------------------------------------
        Name: Daniel Mount, Esquire



ACKNOWLEDGED AND AGREED WITH RESPECT TO SECTIONS 7, 8, 9, 11 AND 12 ONLY:

WORKSTREAM INC.



By:  /s/ Paul Haggard
     ----------------------------------------------------------------
     Name: Paul Haggard
     Title:  Chief Financial Officer





<PAGE>





                                   EXHIBIT "A"

                      ATTORNEY'S CERTIFICATE OF EXAMINATION





<PAGE>





                                   EXHIBIT "B"



                  STATEMENT AUTHORIZING JUDGMENT OF CONFESSION





<PAGE>





                                   EXHIBIT "C"

                             JUDGMENT OF CONFESSION







<PAGE>



                                   EXHIBIT "D"

                                  BILL OF SALE