EXHIBIT 10.13
                              SETTLEMENT AGREEMENT
                              --------------------


         THIS AGREEMENT is made as of the 9th  day of May, 2003


BETWEEN:
                           PAUL HAGGARD,

                           (hereinafter referred to as the "Employee")


AND:

                           WORKSTREAM INC.,
                           a corporation incorporated under the laws of Canada

                           (hereinafter referred to as "Workstream")


WHEREAS:

A.   The Employee and the Employer entered into an Employment Agreement dated as
     of the 1st day of October, 2001 (the "Employment Agreement").

B.   It is the desire of both parties that the Employment Agreement be
     terminated;

C.   It is the desire of both parties to settle any and all outstanding matters
     arising from the Employee's employment with the Employer;


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. TERMINATION OF EMPLOYMENT AGREEMENT

     The Employment Agreement is hereby terminated and the Employee resigns
     effective June 5, 2003.

2. EARNOUT

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     2.1  The Employer  shall pay to the Employee  (collectively  referred to as
          the "Earnout"):

               i.   the sum of his salary, less appropriate deductions from May
                    9, 2003 to August 29, 2003; and

               ii.  all health benefits that the Employer currently provides to
                    the Employee, until August 31, 2003.

               iii. The above conditions (i) and (ii) are contingent upon the
                    Employee remaining with the Company and helping the new CFO
                    during a transition period from May 9, 2003 to June 5, 2003
                    . Should the Employee not co-operate during the transition
                    period, then this agreement is void and the Employee will
                    only be paid his salary and benefits for the days he has
                    worked after the 9th of May, 2003 and his resignation date
                    will become effective the last day he worked.

     2.2  It is agreed by the parties that the Employee will indicate his
          acceptance of these terms by signing this Agreement and the duly
          executed Release in the form attached hereto as Schedule "A".


3. RESIGNATION OF TITLES

     The Employee hereby resigns as Chief Financial Officer and Officer of the
     Employer immediately.

4. ASSIGNMENT OF RIGHTS

     The rights and obligations that accrue to the Employer under this Agreement
     shall pass to its successors or assigns. The rights of the Employee under
     this Agreement are not assignable or transferable in any manner.

5. CURRENCY

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


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6. AMENDMENT OF AGREEMENT

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

7. TIME OF ESSENCE

     Time shall be of the essence hereof.

8. GOVERNING LAW

     This Agreement shall be governed by and construed in accordance with the
     laws of Canada and the Province of Ontario applicable therein.

9. HEADINGS

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

10. 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.

11. 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.

12. AGREEMENT BINDING

     This Agreement shall enure 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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<PAGE>

13. COUNTERPARTS

     This Agreement may be executed by the parties in separate counterparts,
     including by facsimile, each of which when so executed and delivered shall
     be an original, but all such counterparts shall together constitute one and
     the same instrument.

14. 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.

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

SIGNED, SEALED & DELIVERED


/s/ David Polansky                  /s/ Paul Haggard
--------------------------------    -------------------------------------
Witness                             PAUL HAGGARD


                                    WORKSTREAM INC.


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



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                                  SCHEDULE "A"


                                     RELEASE


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