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                                                                     Exhibit 4.8

                          Registration Rights Agreement
                          -----------------------------

THIS REGISTRATION RIGHTS AGREEMENT is made as of the 28th day of June, 2002

BETWEEN:

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

                  (hereinafter referred to as the "Company")

AND:

                  those persons listed on Schedule "A" attached hereto

                  (the persons listed on Schedule "A" attached hereto are
                  hereinafter referred to as the "Investors")

WHEREAS:

A.       This Agreement is being entered into pursuant to that certain Agreement
         and Plan of Merger dated as of May 23, 2002 among the Company,
         Workstream Acquisition, Inc., a wholly owned subsidiary of the Company
         ("Merger Sub") and Icarian, Inc. (the "Merger Agreement"). The Merger
         Agreement provides that, subject to the terms and conditions of the
         Merger Agreement, Merger Sub will be merged with and into Icarian, Inc.
         in a statutory merger (the "Merger") in which all outstanding shares of
         capital stock of Icarian, Inc. will be converted into the right to
         receive, and will be exchangeable for, shares of Common Stock of the
         Company.

B.       As an inducement for the Investors to approve the Merger Agreement, the
         Merger and the transactions contemplated by the Merger Agreement, the
         Company desires to grant the registration rights to the Investors as
         set forth herein with respect to the shares of Common Stock of the
         Company issued to such Holders in the Merger.

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.       REGISTRATION RIGHTS
         -------------------

         1.1.     Definitions. In this Agreement:

                  1.1.1. "1933 Act" means the United States Securities Act of
                  1933, as amended;







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                  1.1.2. "1934 Act" means the United States Securities Exchange
                  Act of 1934, as amended;

                  1.1.3. "Affiliate" means as to any person, any other person
                  which directly or indirectly is controlled by, controls or is
                  under direct or common control with such person;

                  1.1.4. "Agreement," "hereto," "herein," "hereof," "hereunder"
                  and similar expressions refer to this Agreement and not any
                  particular paragraph or any particular portion of this
                  agreement and includes all schedules attached to this
                  Agreement;

                  1.1.5. "Common Shares" means shares of common stock of the
                  Company;

                  1.1.6. "Form F-1," "Form F-2," "Form F-3," "Form F-4" and
                  "Form S-8" mean such respective forms under the 1933 Act, as
                  in effect on the date of this Agreement or any successor
                  registration forms to Form F-1, Form F-2, Form F-3, Form F-4
                  and Form S-8, respectively, under the 1933 Act subsequently
                  adopted by the SEC;

                  1.1.7. "Holder" means any of the Investors or any assignee of
                  Registrable Securities in accordance with Section 7.1;

                  1.1.8. "Immediate Family" means, with respect to any natural
                  person, each of such person's spouse, father, mother,
                  brothers, sisters, aunts, uncles, nieces and nephews and
                  lineal descendants and ancestors;

                  1.1.9. "Investors" means those persons listed on Schedule "A"
                  attached hereto;

                  1.1.10. "Register," "Registered," and "Registration" refer to
                  a registration effected by preparing and filing a registration
                  statement or similar document in compliance with the 1933 Act
                  with the SEC, and the automatic effectiveness or the
                  declaration or ordering of effectiveness of such registration
                  statement or document by the SEC;

                  1.1.11. "Registrable Securities" means the Common Shares
                  issued or issuable pursuant to the Merger Agreement and any
                  Common Shares issued upon any share split of the Common Shares
                  or issued as (or issuable upon the conversion or exercise of
                  any warrant, right, option or other convertible security which
                  is issued as) a dividend or other distribution with respect
                  to, or in exchange for, or in replacement of, such Common
                  Shares. In the event of any merger, reorganization,
                  consolidation, re-capitalization or other change in corporate
                  structure affecting the Common Shares, such adjustment shall
                  be made in the definition of "Registrable Securities" as is
                  appropriate in order to prevent any dilution or enlargement of
                  the rights granted pursuant to Section 2. For purposes of this
                  Agreement, any Registrable Securities shall cease to be
                  Registrable Securities when (a) a registration statement
                  covering such Registrable Securities has been declared
                  effective and such Registrable Securities have been disposed
                  of pursuant to such effective registration statement, or (b)
                  such Registrable Securities are sold by a person in a
                  transaction that is exempt from registration pursuant to Rule
                  144 under the 1933 Act.





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                  1.1.12. "SEC" means the United States Securities and Exchange
                  Commission.

2.       REGISTRATION
         ------------

         2.1.     Company Registration.
                    (a) Notice. If the Company proposes to register any of its
         shares or other equity securities (or securities convertible into
         equity securities) under the 1933 Act in connection with the public
         offering of such securities solely for cash (other than a registration
         on Form F-4 or a registration on Form S-8 relating solely to the sale
         of securities to participants in a Company employee and/or director
         stock plan), the Company will, at such time, give each Holder at least
         thirty (30) days prior written notice before filing such registration
         statement with respect to such registration and will afford such Holder
         an opportunity to include in such registration statement all or any
         part of the Registrable Securities then held by such Holder. Upon the
         written request of any Holder, given within 20 days after the receipt
         of such notice by the Company, the Company will, subject to the
         provisions of Section 5.1, cause a registration statement covering all
         of the Registrable Securities, as the case may be, that such Holder has
         requested to be registered, subject to Section 5.2, to become effective
         under the 1933 Act. If a Holder decides not to include all of its
         Registrable Securities in any registration statement thereafter filed
         by the Company, such Holder shall nevertheless continue to have the
         right to include any Registrable Securities in any subsequent
         registration statement or registration statements as may be filed by
         the Company with respect to offerings of its securities, all upon the
         terms and conditions set forth herein.

                    (b) No Obligation to Complete Offering. The Company is under
         no obligation to complete any offering of its securities it proposes to
         make and will incur no liability to any Holder for its failure to do
         so.

3.       REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934
         ---------------------------------------------

         3.1. Resales Under Rule 144; Form F-3 Registration. With a view to
         making available to the Holders the benefits of Rule 144 promulgated
         under the 1933 Act ("Rule 144") and any other rule or regulation of the
         SEC that may at any time permit a Holder to sell securities of the
         Company to the public without registration, and with a view to making
         it possible for Holders to have the resale of the Registrable
         Securities registered pursuant to a registration statement on Form F-3,
         the Company will, so long as any Registrable Securities remain
         outstanding:

                  3.1.1 Make and keep public information available, as those
                  terms are understood and defined in Rule 144, at all times
                  after 90 days following the effective date of the first
                  registration statement filed by the Company under the 1933 Act
                  for the offering of its securities to the general public;





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                  3.1.2 File with the SEC in a timely manner all reports and
                  other documents required of the Company under the 1933 Act and
                  the 1934 Act; and

                  3.1.3 furnish to a Holder so long as such Holder owns any
                  Registrable Securities, forthwith upon request:

                        3.1.3.1. a written statement by the Company as to its
                        compliance with the reporting requirements of Rule 144
                        (at any time after 90 days following the effective date
                        of the first registration statement filed by the Company
                        under the 1933 Act for the offering of the securities to
                        the general public) and of the 1933 Act and the 1934 Act
                        (at any time after it has become subject to such
                        reporting requirements), or as to its qualification as a
                        registrant whose securities may be resold pursuant to
                        Form F-3 (at any time after it so qualifies);

                        3.1.3.2. a copy of the most recent annual or quarterly
                        report of the Company and such other reports and
                        documents so publicly filed by the Company with the SEC;
                        and

                        3.1.3.3. such other documents as may be reasonably
                        requested by a Holder in availing any Holder of any rule
                        or regulation of the SEC that permits the selling of any
                        such securities without registration or pursuant to such
                        form.

4.       OBLIGATIONS OF THE COMPANY
         --------------------------

         4.1. Effecting a Registration. If the Company is required under this
         Agreement to effect the registration of any Registrable Securities, the
         Company will, as expeditiously as reasonably possible, prepare and file
         with the SEC a registration statement with respect to such Registrable
         Securities and use best efforts to cause such registration statement to
         become effective and keep such registration statement effective for up
         to 180 days or until such earlier time that the distribution of the
         Holders' securities has been completed (such 180-day or shorter period,
         the "Effectiveness Period"); provided such Effectiveness Period shall
         be extended by the amount of time the Holders were prohibited from
         selling Registrable Securities pursuant to Section 8.1.

         4.2. Additional Obligations for US Registrations. In addition to its
         obligations under Section 4.1, if the Company is required under this
         Agreement to effect the registration of any Registrable Securities, the
         Company will:





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                  4.2.1 prepare and file with the SEC such amendments and
                  supplements to the registration statement and the prospectus
                  used in connection with such registration statement, and cause
                  each such amendment and supplement to become effective, as may
                  be necessary to comply with the provisions of the 1933 Act
                  with respect to the disposition of all securities covered by
                  such registration statement during the Effectiveness Period;

                  4.2.2 furnish to the Holders such number of copies of a
                  prospectus, including a preliminary prospectus, in conformity
                  with the requirements of the 1933 Act, and such other
                  documents as they may reasonably request in order to
                  facilitate the disposition of Registrable Securities owned by
                  the Holders;

                  4.2.3 use best efforts to register or qualify the securities
                  covered by such registration statement under such other
                  securities or Blue Sky laws of such states and jurisdictions
                  as is reasonably requested by the Holders, except that the
                  Company is not required in connection therewith or as a
                  condition thereto to qualify to do business, subject itself to
                  taxation or file a general consent to service of process in
                  any such state or jurisdiction;

                  4.2.4 upon any underwritten public offering, enter into and
                  perform its obligations under an underwriting agreement, in
                  usual and customary form, with the managing underwriter of
                  such offering;

                  4.2.5 notify each Holder covered by such registration
                  statement, at any time when a prospectus relating thereto
                  covered by such registration statement is required to be
                  delivered under the 1933 Act, of the happening of any event as
                  a result of which the prospectus included in such registration
                  statement, as then in effect, includes an untrue statement of
                  a material fact or omits to state a material fact required to
                  be stated therein or necessary to make the statements therein
                  not misleading in light of the circumstances then existing and
                  promptly file such amendments and supplements as required
                  pursuant to Section 8.1 on account of such event and cause
                  each such amendment and supplement to become effective;

                  4.2.6 furnish, at the request of a Holder requesting
                  registration of Registrable Securities pursuant to this
                  Agreement, on the date that such Registrable Securities are
                  delivered to the underwriters for sale in connection with a
                  registration pursuant to this Agreement, if such securities
                  are being sold through underwriters, or, if such securities
                  are not being sold through underwriters, on the date that the
                  registration statement with respect to such securities becomes
                  effective:

                        4.2.6.1. an opinion or opinions, dated such date, of the
                        counsel representing the Company for the purposes of
                        such registration, in form and substance as is
                        customarily given by company counsel to the underwriters
                        in an underwritten public offering, addressed to the
                        underwriters, if any, and to the Holders requesting
                        registration of Registrable Securities; and

                        4.2.6.2. a letter dated such date, from the independent
                        certified public accountant of the Company, in form and
                        substance as is customarily given by independent
                        certified public accountants to underwriters in an
                        underwritten public offering, addressed to the
                        underwriters, if any, and to the Holders requesting
                        registration of Registrable Securities;





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                  4.2.7 cause all such Registrable Securities registered
                  pursuant to this Agreement to be listed on each securities
                  exchange or quotation service on which similar securities of
                  the Company are then listed.

         4.3. Furnish Information. The obligations of the Company to take any
         action pursuant to this Agreement in respect of the Registrable
         Securities of any selling Holder is conditional upon such selling
         Holder furnishing to the Company on a timely basis such information
         regarding itself, the Registrable Securities held by such Holder and
         the intended method of disposition of such securities, as is required
         to effect the registration or qualification of such Holder's
         Registrable Securities.

         4.4. Expenses of Company Registration. Subject to Section 4.5, the
         Company will bear and pay all reasonable fees and expenses incurred in
         connection with any registration, filing or qualification of
         Registrable Securities with respect to any registration pursuant to
         Section 2 for each Holder including, without limitation, reasonable
         legal fees and expenses of one counsel to the Holders, all
         registration, filing and qualification fees and printing and accounting
         fees.

         4.5. Underwriting Discounts and Commissions. All underwriting discounts
         and commissions relating to Registrable Securities included in any
         registration effected pursuant to Section 2 will be borne and paid
         rateably by the Holders of such Registrable Securities.

5.       UNDERWRITING REQUIREMENTS
         -------------------------

         5.1. Underwriting Requirements.

                  5.1.1 In connection with any offering involving an
                  underwriting of securities being issued by the Company, the
                  Company is not required under Section 2 to include any of the
                  Holders' securities in such underwriting unless such Holders
                  accept the terms of the underwriting as agreed upon between
                  the Company and the underwriters selected by it.

                  5.1.2 If the managing underwriter for the offering advises the
                  Company in good faith in writing that marketing factors
                  require a limitation of the number of securities to be
                  underwritten, then the managing underwriter(s) may exclude
                  securities (including Registrable Securities) from the
                  registration and the underwriting and the number of securities
                  that may be included in the registration and the underwriting
                  shall be allocated first to the Company and second to Holders
                  requesting inclusion of their Registrable Securities in such
                  registration statement.





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         5.2. Allocation of Cutback. If the amount of securities to be included
         in a registration is to be reduced in accordance with Section 5.1, the
         securities that would otherwise be included will be reduced in the
         following order:

                  5.2.1 all securities that shareholders, other than the
                  Holders, seek to include in the offering will be excluded from
                  the offering to the extent limitation on the number of
                  securities included in the underwriting is required;

                  5.2.2 if further limitation on the number of securities to be
                  included in the underwriting is required, and subject to
                  Section 5.1, then the number of securities held by the Holders
                  that may be included in the underwriting will be reduced so
                  that the number of shares included by such Holders in the
                  underwriting are pro rata in accordance with the number of
                  Registrable Securities held by each such Holder requesting
                  inclusion of their Registrable Securities.

         5.3. For purposes of Section 5.2, for any selling shareholder that is a
         Holder of Registrable Securities and is a partnership, a limited
         liability company or a corporation, the partners, retired partners,
         members, retired members and shareholders of such Holder, or the
         estates and family members of such partners, retired partners, members,
         retired members and shareholders and any trusts for the benefit of any
         of the foregoing persons are collectively deemed to be a "Selling
         Holder," and any pro rata reduction with respect to such "Selling
         Holder" is based upon the aggregate amount of shares carrying
         registration rights owned by all entities and individuals included in
         such "Selling Holder."

6.       INDEMNIFICATION
         ---------------

         6.1. Indemnification by Company.
                  6.1.1 If any Registrable Securities are included in a
                  registration statement under this Agreement, the Company will
                  indemnify and hold harmless each Holder, the officers,
                  directors, partners, members, agents and employees of each
                  Holder, any underwriter (as defined in the 1933 Act) for such
                  Holder and each person, if any, who controls such Holder or
                  underwriter within the meaning of the 1933 Act or the 1934
                  Act, against any losses, claims, damages or liabilities (joint
                  or several) to which they may become subject under the 1933
                  Act, the 1934 Act or any other federal or state law, insofar
                  as such losses, claims, damages or liabilities (or actions in
                  respect thereof) arise out of or are based upon any of the
                  following statements, omissions or violations (each a
                  "Violation"):

                        6.1.1.1. any untrue statement or alleged untrue
                        statement of a material fact contained in such
                        registration statement, including any preliminary
                        prospectus or final prospectus contained therein or any
                        amendments or supplements thereto;

                        6.1.1.2. the omission or alleged omission to state
                        therein a material fact required to be stated therein or
                        necessary to make the statements therein, in light of
                        the circumstances in which they were made, not
                        misleading; or





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                        6.1.1.3. any violation or alleged violation by the
                        Company of the 1933 Act, the 1934 Act, any federal or
                        state securities law or any rule or regulation
                        promulgated under the 1933 Act, the 1934 Act or any
                        federal or state securities law in connection with any
                        matter relating to such registration statement.

                  6.1.2 The Company will reimburse each such Holder, officer,
                  director, partner, member, agent, employee, underwriter or
                  controlling person for any legal or other expenses reasonably
                  incurred by them in connection with investigating or defending
                  any such loss, claim, damage, liability, or action, within one
                  month after a request for reimbursement has been received by
                  the Company.

                  6.1.3 The Company is not liable under the indemnity contained
                  in this Section 6.1:

                        6.1.3.1. in respect of amounts paid in settlement of any
                        loss, claim, damage, liability or action if such
                        settlement is effected without the consent of the
                        Company (which consent will not be unreasonably withheld
                        or delayed):

                        6.1.3.2. to the extent that any loss, claim, damage,
                        liability or action arises out of or is based upon a
                        Violation that occurs in reliance upon and in conformity
                        with written information furnished expressly for use in
                        connection with such registration by or on behalf of
                        such Holder, underwriter or controlling person; or

                        6.1.3.3. in the case of a sale effected directly by a
                        Holder of Registrable Securities (including a sale of
                        such Registrable Securities through any underwriter
                        retained by such Holder engaging in a distribution
                        solely on behalf of such Holder), where:

                                 (i)   such untrue statement or alleged untrue
                                       statement or omission or alleged omission
                                       was contained in a preliminary prospectus
                                       and corrected in a final or amended
                                       prospectus; and

                                 (ii)  such Holder failed to deliver a copy of
                                       the final or amended prospectus at or
                                       prior to the confirmation of the sale of
                                       the Registrable Securities to the person
                                       asserting any such loss, claim, damage or
                                       liability in any case in which such
                                       delivery is required by the 1933 Act.




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                  6.1.4 For greater certainty, if in connection with any
                  underwritten public offering of Registered Securities, the
                  Company or any underwriters enter into an underwriting or
                  purchase agreement relating to such offering that contains
                  provisions relating to indemnification and contribution
                  between the Company and such underwriters, the provisions of
                  such underwriting agreement or purchase agreement, and not the
                  provisions of this Agreement, shall be deemed to govern
                  matters relating to indemnification and contribution as
                  between such underwriters and the Company.

         6.2. Indemnification by Holder.

                  6.2.1 Each Holder that sells any Registrable Securities
                  pursuant to any registration statement will indemnify and hold
                  harmless the Company, each of its directors, each of its
                  officers who have signed the registration statement, each
                  person, if any, who controls the Company within the meaning of
                  the 1933 Act, each employee, agent, and any underwriter for
                  the Company, and any other Holder or other shareholder selling
                  securities in such registration statement or any of its
                  directors, officers, partners, members, agents or employees or
                  any person who controls such Holder or such other shareholder
                  or such underwriter, against any losses, claims, damages, or
                  liabilities (joint or several) to which the Company or any
                  such director, officer, controlling person, employee, agent,
                  or underwriter or controlling person, or other such Holder,
                  shareholder, director, officer or controlling person may
                  become subject, under the 1933 Act, the 1934 Act or other
                  federal or state law, insofar as such losses, claims, damages
                  or liabilities (or actions in respect thereto) arise out of or
                  are based upon any Violation, in each case only to the extent
                  that such Violation occurs in reliance upon and in conformity
                  with written information furnished by or on behalf of such
                  Holder expressly for use in connection with such registration.

                  6.2.2 Each such Holder will reimburse any legal or other
                  expenses reasonably incurred by the Company or any such
                  director, officer, controlling person, agent or underwriter or
                  controlling person, other Holder or other shareholder,
                  officer, director, partner, member, agent, employee, or
                  controlling person in connection with investigating or
                  defending any such loss, claim, damage, liability, or action
                  within one month after a request for reimbursement has been
                  received by such Holder.

                  6.2.3 The liability of any Holder under this indemnity is
                  limited to the amount of net proceeds (after deduction of all
                  underwriters' discounts and commissions paid by such Holder in
                  connection with the registration in question) received by such
                  Holder in the offering giving rise to the Violation.

                  6.2.4 The Holder is not liable under the indemnity contained
                  in this Section 6.2:

                        6.2.4.1. in respect of amounts paid in settlement of any
                        such loss, claim, damage, liability or action if such
                        settlement is effected without the consent of the Holder
                        (which consent will not be unreasonably withheld or
                        delayed);





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                        6.2.4.2. in the case of a sale effected directly by the
                        Company of its securities (including a sale of such
                        securities through any underwriter retained by the
                        Company to engage in a distribution solely on behalf of
                        the Company), where:

                                 (i)      such untrue statement or alleged
                                       untrue statement or omission or alleged
                                       omission was contained in a preliminary
                                       prospectus and corrected in a final or
                                       amended prospectus; and

                                 (ii)     the Company failed to deliver a copy
                                       of the final or amended prospectus at or
                                       prior to the confirmation of the sale of
                                       the securities to the person asserting
                                       any such loss, claim, damage or liability
                                       in any case in which such delivery is
                                       required by the 1933 Act.

                  6.2.5 The obligations of the Holders under this indemnity are
                  several, not joint or joint and several.

         6.3. Indemnification Procedure
                  6.3.1 Promptly after receipt by an indemnified party under
                  this Section 6 of notice of the commencement of any action
                  (including any governmental action), such indemnified party
                  will, if a claim in respect thereof is to be made against any
                  indemnifying party under this Section 6, deliver to the
                  indemnifying party a written notice of the commencement
                  thereof, and the indemnifying party may participate in, and,
                  to the extent the indemnifying party so desires, jointly with
                  any other indemnifying party similarly noticed, assume and
                  control the defense thereof with counsel mutually satisfactory
                  to the parties.

                  6.3.2 An indemnified party may retain its own counsel, with
                  the fees and expenses to be paid by the indemnifying party,
                  but only if representation of such indemnified party by the
                  counsel retained by the indemnifying party would be
                  inappropriate due to actual or potential differing interests
                  between such indemnified party and any other party represented
                  by such counsel in such proceeding.

                  6.3.3 The failure to deliver written notice to the
                  indemnifying party within a reasonable time of the
                  commencement of any such action, if prejudicial to its ability
                  to defend such action, will relieve such indemnifying party of
                  any liability to the indemnified party under this Section 6 to
                  the extent of such prejudice, but the omission to deliver
                  written notice to the indemnifying party does not relieve it
                  of any liability that it may have to any indemnified party
                  otherwise than under this Section 6.3.3.





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         6.4. Contribution. If the indemnification provided for in this Section
         6 is held by a court of competent jurisdiction to be unavailable to an
         indemnified party with respect to any loss, liability, claim, damage or
         expense referred to herein, then the indemnifying party, in lieu of
         indemnifying such indemnified party hereunder, shall contribute to the
         amount paid or payable by such indemnified party as a result of such
         loss, liability, claim, damage or expense in such proportion as is
         appropriate to reflect the relative fault of the indemnifying party on
         the one hand and of the indemnified party on the other in connection
         with the statements or omissions that resulted in such loss, liability,
         claim, damage or expense, as well as any other relevant equitable
         considerations; provided that in no event shall any Holder's
         cumulative, aggregate liability under this 6.4, or under Section 6.2,
         or under such Sections together, exceed the net proceeds from the
         offering received by such Holder. Notwithstanding anything to the
         contrary herein, no party shall be liable for contribution under this
         Section 6.4 except to the extent and under the circumstances as such
         party would have been liable to indemnify under Section 6.1 or Section
         6.2, as the case may be, if such indemnification were enforceable under
         applicable law. The relative fault of the indemnifying party and of the
         indemnified party shall be determined by reference to, among other
         things, whether the untrue or alleged untrue statement of a material
         fact or the omission to state a material fact relates to information
         supplied by the indemnifying party or by the indemnified party and the
         parties' relative intent, knowledge, access to information, and
         opportunity to correct or prevent such statement or omission. In any
         event, no person or entity guilty of fraudulent misrepresentation
         (within the meaning of Section 11(f) of the Act) will be entitled to
         contribution from any person or entity who was not guilty of such
         fraudulent misrepresentation.

         6.5. Survival. The obligations of the Company and the Holders under
         this Section 6 survive the completion of any offering of Registrable
         Securities in a registration statement under this Agreement.

7.       ASSIGNMENT OF REGISTRATION RIGHTS
         ---------------------------------

         7.1. Assignment. The rights of the Holders under this Agreement may be
         assigned by any Holder to the following permitted transferees, and by
         such transferees to the following permitted transferees:

                  7.1.1 to an Affiliate, subsidiary, partner, member or
                  shareholder of such Holder or transferee or an account managed
                  or advised by the manager or adviser of such Holder or
                  transferee;

                  7.1.2 by gift or bequest or through inheritance to, or for the
                  benefit of, any member or members of such Holder's Immediate
                  Family or to a trust for the benefit of any member or members
                  of such Holder's Immediate Family;

                  7.1.3 to a trust in respect of which such Holder serves as
                  trustee where the trust instrument governing such trust
                  provides that such Holder, as trustee, will retain sole and
                  exclusive control over the voting and disposition of such
                  rights until the termination of this Agreement;





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                  7.1.4 to a limited partnership or limited liability company,
                  all partners or members of which are members of such Holder's
                  Immediate Family; or

                  7.1.5 in connection with the sale or other transfer of not
                  less than 20% of the Registrable Securities outstanding as of
                  the date of this Agreement (as adjusted for stock splits,
                  combinations, stock dividends and recapitalizations) held by
                  such Holder.

         7.2. Conditions to Transfer. Any transferee to whom rights under this
         Agreement are transferred:

                  7.2.1 as a condition to such transfer, will promptly deliver
                  to the Company (a) a written instrument by which such
                  transferee agrees to be bound by the obligations imposed upon
                  Holders under this Agreement to the same extent as if such
                  transferee were a Holder under this Agreement, (b) a
                  certificate in substantially the same form as attached as
                  Schedule "B" hereto; and

                  7.2.2 is deemed to be a Holder under this Agreement.

8.       MISCELLANEOUS PROVISIONS
         ------------------------
         8.1. Procedures for Amending or Supplementing Registration Statements.
         Whenever a registration statement covering Registrable Securities
         pursuant to any section of this Agreement is effective and the Company
         determines that, based upon advice of counsel, such registration
         statement or the prospectus relating thereto requires amendment or
         supplementing, the Company will notify all Holders of such fact and
         will promptly cause such registration statement or the prospectus
         relating thereto to be amended or supplemented, as the case may be, and
         will notify all Holders when such amendment or supplement has been
         filed and, as to any such amendment to a registration statement,
         declared effective. Holders will not sell any Registrable Securities
         until such latter notice is provided. If the board of directors of the
         Company determines in its reasonable discretion that it would not be in
         the best interests of the Company to so amend or supplement the
         registration statement at such time, the Company is entitled to delay
         the filing of such amendment or supplement for a period not to exceed
         30 days.

         8.2. Termination of Registration Rights. The registration obligations
         of the Company pursuant to this Agreement terminate, with respect to
         any Holder, on the earlier of:

                  8.2.1 the date that such Holder (together with Affiliates,
                  partners, members and former partners and former members) has
                  sold under Rule 144 or otherwise all of the remaining
                  Registrable Securities issued or issuable to such Holder;

                  8.2.2 the date on which counsel to the Company provides the
                  Holder with an opinion, in a form reasonably acceptable to the
                  Holder, that a sale of all Registrable Securities of the
                  Holder would not be a distribution under the 1933 Act; and





                                       12
<PAGE>

                  8.2.3 June 1, 2007.

9.       GENERAL
         -------
         9.1. Notices. All notices, requests, consents and demands must be in
         writing and must be personally delivered (effective upon receipt),
         faxed (effective upon receipt of the fax in complete, readable form),
         or sent via a reputable overnight courier service (effective the
         following business day), to the Company at:

         Workstream Inc.
         495 March Road, Suite 300
         Kanata, ON  K2K 3G1
         Fax: (613) 236-9819
         Attention: Chief Executive Officer

         with a copy sent at the same time and by the same means to:

         Perley Robertson Hill & McDougall LLP
         90 Sparks St., 4th floor,
         Ottawa, Ontario  K1P 1E2
         Fax: (613) 238-8775
         Attention: M.A. Gerrior

         or to the Holders at their addresses specified on Schedule A,

         Any party hereto may by notice so given change its address or facsimile
         number for future notices hereunder.

         9.2 Entire Agreement. This Agreement, the Schedules attached hereto and
         the Merger Agreement constitute the entire understanding of the parties
         with respect to the subject matter hereof and supersedes any and all
         prior and contemporaneous understandings and agreements, whether
         written or oral, with respect to such subject matter.

         9.3 Amendments, Waivers and Consents. Modifications or amendments to
         this Agreement may be made, and compliance with any covenant or
         provision of this Agreement may be omitted or waived, if the Company
         agrees thereto and the Company:

                  9.3.1 obtains the consent in writing from persons holding or
                        having the right to acquire in the aggregate a majority
                        of the Registrable Securities; and

                  9.3.2 in each such case, delivers copies of such consent in
                        writing to any Holders who did not execute the consent,






                                       13
<PAGE>

         provided that any modification, amendment or waiver that adversely
         affects a Holder in a manner different from other Holders shall not be
         effective as against such adversely affected Holder unless consented to
         by such adversely affected Holder.

         9.4 Currency. All payments and amounts of money referred to in this
         Agreement are expressed in United States Dollars unless otherwise
         stated.

         9.5 Binding Effect; Assignment. This Agreement is binding upon and
         inures to the benefit of the personal representatives, successors and
         permitted assigns of the respective parties to this Agreement. The
         Company may not assign its obligations under this Agreement or any
         interest in this Agreement without obtaining the prior written consent
         of the Holders holding or having the right to acquire in the aggregate
         a majority of the Registrable Securities then outstanding.

         9.6 General. The headings contained in this Agreement are for reference
         purposes only and do not affect the meaning or interpretation of this
         Agreement. In this Agreement the singular includes the plural, the
         plural includes the singular, and the masculine gender includes the
         neuter, masculine and feminine genders. This Agreement is governed by
         and is to be construed and enforced in accordance with the laws of the
         State of Delaware.

         9.7 Severability. If any provision of this Agreement is found by any
         court of competent jurisdiction to be invalid or unenforceable, the
         parties hereby waive such provision to the extent that it is found to
         be invalid or unenforceable. Such provision may, to the maximum extent
         allowable by law, be modified by such court so that it becomes
         enforceable, and, as modified, will be enforced as any other provision
         of this Agreement, all the other provisions of this Agreement
         continuing in full force and effect.

         9.8 Counterparts. This Agreement may be executed in any number of
         counterparts, each of which shall be deemed to be an original and all
         of which taken together shall be deemed to constitute one and the same
         instrument. Counterparts may be executed either in original or faxed
         form and the parties adopt any signatures received by a receiving fax
         machine as original signatures of the parties; provided, however, that
         any party providing its signature in such manner shall promptly forward
         to the other party an original of the signed copy of this Agreement
         which was so faxed.

         9.9 Specific Performance. The Company recognizes that the rights of the
         Holders under this Agreement are unique, and, accordingly, the Holders
         will, in addition to such other remedies available to them at law or in
         equity, have the right to enforce their rights under this Agreement by
         actions for injunctive relief and specific performance to the extent
         permitted by law. This Agreement is not intended to limit or abridge
         any rights of the Holders that exist apart from this Agreement.

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
         the date first set forth above.





                                       14
<PAGE>


SIGNED, SEALED AND DELIVERED


                                          WORKSTREAM INC.

                                          Per: /s/ Michael Mullarkey
                                               ---------------------------------
                                          Title: C.E.O.


INVESTORS:
                                          Sands Brothers Venture Capital IV, LLC

                                          Per: /s/
                                               ---------------------------------
                                          Title:

                                          SB Resource Associates, LLC

                                          Per: /s/
                                               ---------------------------------
                                          Title:

                                          Van Wagoner Funds

                                          Per: /s/ R. Van Wagoner
                                               ---------------------------------
                                          Title: President

                                          KPCB Java Fund

                                          Per: /s/
                                               ---------------------------------
                                          Title:

                                          Kleiner Perkins Caufield & Byers VIII

                                          Per: /s/
                                               ---------------------------------
                                          Title:

                                          KPCB VIII Founders Fund

                                          Per: /s/
                                               ---------------------------------
                                          Title:

                                          Wheatley Partners II, LP

                                          Per: /s/ Barry Rubenstein
                                               ---------------------------------
                                          Title:  General Partner





                                       15
<PAGE>

                                          Irwin Lieber

                                          Per: /s/ Irwin Lieber
                                               ---------------------------------
                                          Title:

                                          Woodland Partners

                                          Per: /s/ Barry Rubenstein
                                               ---------------------------------
                                          Title: General Partner

                                          Barry Fingerhut

                                          Per: /s/ Barry Fingerhut
                                               ---------------------------------
                                          Title:

                                          Fidelity Investors II, LP

                                          Per: /s/
                                               ---------------------------------
                                          Title:


                                          Blackfin Ventures, LLC

                                          Per: /s/ Bradford G. Peters
                                               ---------------------------------
                                          Title: Managing Member

                                          Blackfin Ventures II, LLC

                                          Per: /s/ Bradford G. Peters
                                               ---------------------------------
                                          Title: Managing Member

                                          The P/A Fund III, LP

                                          Per: /s/
                                               ---------------------------------
                                          Title:

                                          APA Excelsior IV, LP

                                          Per: /s/
                                               ---------------------------------
                                          Title:

                                          APA Excelsior IV/OffShore LP

                                          Per: /s/
                                               ---------------------------------
                                          Title:






                                       16
<PAGE>

                                          Patricof Private Investment Club, LP

                                          Per: /s/
                                               ---------------------------------
                                          Title:

                                          Presidio Venture Partners, LLC

                                          Per: /s/
                                               ---------------------------------
                                          Title:

                                          Ernest Von Simson

                                          Per: /s/ Ernest Von Simson
                                               ---------------------------------
                                          Title:

                                          Sequoia M&M LLC

                                          Per: /s/
                                               ---------------------------------
                                          Title:

                                          Van Wagoner Crossover Fund, LP

                                          Per: /s/ Audrey Buckner
                                              -------------------------------
                                          Title: Member










                                       17
<PAGE>



                                  SCHEDULE "A"
                         NAME AND ADDRESSES OF INVESTORS


































                                       18
<PAGE>



                                  SCHEDULE "B"
                               FORM OF CERTIFICATE

                  In connection with our purchase of shares of the common stock
(the "securities") of WORKSTREAM INC. ("the Company"), we confirm that:

                  (a)  we are authorized to acquire the securities;

                  (b) we are [an institution that is] an "accredited investor"
within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act
of 1933, as amended (the "U.S. Securities Act"), or if we are not an accredited
investor, we represent that our income and net worth are such that we are not
now, and do not contemplate that we will be, required to dispose of the
securities to satisfy any existing or expected undertaking or indebtedness. We
have such knowledge, sophistication and experience in financial and business
matters that we are capable of evaluating the merits and risks of the
prospective investment and have the ability to bear the economic risks of the
prospective investment and can afford the complete loss of such investment;

                  (c) we are acquiring the securities for our own account (or
for accounts as to which we exercise investment management discretion and have
authority to make the statements contained in this letter), and not with a view
to any resale, distribution or other disposition of the securities in any
transaction that would be in violation of the securities laws of the United
States or any state thereof, subject to the disposition of our property being at
all times within our control;

                  (d) we have been afforded the opportunity to obtain
information regarding the Company and the securities as we deem necessary;

                  (e) we understand that the securities have not been and will
not be registered under the U.S. Securities Act and we agree that we may offer,
sell or otherwise transfer such securities (other than pursuant to an effective
registration statement under the U.S. Securities Act) only if the securities are
sold in a transaction that does not require registration under the U.S.
Securities Act or any applicable United States state laws and regulations
governing the offer and sale of securities, and we have furnished to the Company
an opinion of counsel, reasonably satisfactory to the Company, to that effect;

                  (f) we understand and acknowledge that upon original issuance
and for such time as is required under applicable requirements of the U.S.
Securities Act or state securities laws, the certificates representing the
securities, and all certificates issued in exchange therefor or in substitution
thereof, shall bear the following legend:

                  "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, HAVE BEEN TAKEN FOR INVESTMENT AND
MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS A REGISTRATION STATEMENT UNDER THE
FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY
APPLICABLE STATE WITH RESPECT TO THESE SHARES, IS THEN IN EFFECT OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE ACT OR THE APPLICABLE STATE SECURITIES
LAWS ARE THEN IN FACT APPLICABLE TO THE OFFER OR SALE."





                                       19
<PAGE>

                  (g) the foregoing representations, warranties and undertakings
are made by us with the intent that they be relied upon in determining our
suitability to acquire securities and the undersigned hereby agrees that such
representations and warranties shall survive the acceptance by the Company of
this certificate and any issuance of securities. If any of the representations,
warranties or acknowledgements contained herein shall at any time become untrue,
we agree immediately to notify the Company in writing. We also agree that we may
not cancel, terminate or revoke this certificate.



                                                ________________________________
                                                Name of Purchaser (please print)

Dated:

                                                By: ____________________________
                                                    Name:
                                                    Title:










                                       20