EXHIBIT 10.20

                          SECURITIES PURCHASE AGREEMENT


     THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is effective as of May
30, 2003 by and among Workstream Inc., a Canada corporation, with offices at 495
March Road, Suite 300,  Ottawa,  Ontario,  Canada K2K-3G1 (the  "COMPANY"),  and
_____________ (the "PURCHASER").



                                    RECITALS


WHEREAS the  Purchaser  desires to purchase  from the  Company,  and the Company
desires to sell to the Purchaser,  (a) 333,334 Common Shares of the Company (the
"Shares") and (b) warrants to purchase 166,667 Common Shares of the Company,  in
the form attached hereto as Exhibit A (the "Warrant").

                                    AGREEMENT


         In consideration of the mutual promises contained herein and other good
and valuable consideration, receipt of which is hereby acknowledged, the parties
to this Agreement agree as follows:

     1.   PURCHASE AND SALE OF SHARES. ISSUE OF WARRANT.

          (a) PURCHASE AND SALE OF SHARES.  Subject to the terms and  conditions
of this Agreement,  the Purchaser agrees to purchase at the Closing (hereinafter
defined) and the Company  agrees to sell and issue to the  Purchaser the Shares.
The purchase price for the Shares shall be U.S.$0.75 per Share.

          (b)  ISSUANCE OF WARRANT.  Concurrently  with the purchase and sale of
the Shares, the Purchaser shall be issued the Warrant.

          (c) CLOSINGS: DELIVERY. The purchase and sale of the Shares shall take
place at the  offices  of  Perley-Robertson,  Hill &  McDougall  LLP,  90 Sparks
Street,  4th Floor,  Ottawa,  Ontario K1P 1E2, at 10:00 a.m., on the 31st day of
May,  2003,  or at such other time and place as the  Company  and the  Purchaser
mutually  agree  upon,  orally or in  writing  (which  time and  place  shall be
designated as the "Closing").  At the Closing,  the Company shall deliver to the
Purchaser, against payment of the purchase price by check or by wire transfer to
the Company's bank account,  the Shares to be purchased by the Purchaser and the
Warrant to be issued to the Purchaser.

     2.  REPRESENTATIONS  AND WARRANTIES OF THE COMPANY.  Except as set forth on
the Schedule of  Exceptions  attached as SCHEDULE 1 hereto,  the Company  hereby
represents and warrants to the Purchaser as follows:




<PAGE>


          (a)   ORGANIZATION,   GOOD  STANDING  AND  POWER.  The  Company  is  a
corporation  duly  incorporated  validly existing and in good standing under the
laws of Canada  and has all  requisite  corporate  authority  to own,  lease and
operate  its  properties  and assets and to carry on its  business  as now being
conducted.  The Company is duly  qualified or licensed as a foreign  corporation
and is in good standing in all jurisdictions where the nature of its business or
property makes such  qualification or licensing  necessary and where the failure
to do so would have a material  adverse  effect on its  condition  (financial or
otherwise),  business,  properties,  assets,  liabilities  (including contingent
liabilities),  results of operations or current prospects of the Company and its
subsidiaries,  taken as a whole  (hereinafter a "Material Adverse Effect").  The
Company  has  made  available  to  the  Purchaser  copies  of  its  Articles  of
Incorporation and Bylaws. Said copies are true, correct and complete and contain
all  amendments  through the  Closing.  The Company  does not  currently  own or
control,  directly  or  indirectly,  any  interest  in  any  other  corporation,
partnership,  limited liability  company,  association or other business entity.
The Company is not a participant in any joint venture or similar arrangement.

          (b)  CORPORATE  POWER.  The  Company  will  have  at the  Closing  all
requisite  legal and corporate  power to execute and deliver this  Agreement and
the Warrant and to consummate any other  transactions  contemplated by the terms
of this Agreement and the Warrant,  and to carry out and perform its obligations
under the terms of this Agreement and the Warrant.

          (c) AUTHORIZATION,  ENFORCEMENT. (i) The execution and delivery of the
Agreement  and the  Warrant by the  Company  and the  consummation  by it of the
transactions  contemplated  hereby and thereby have been duly  authorized by all
necessary  corporate  action and no  further  consent  or  authorization  of the
Company or its Board of Directors  or  stockholders  is  required,  and (ii) the
Agreement and Warrant have been duly executed and delivered by the Company,  and
at the Closing shall  constitute  valid and binding  obligations  of the Company
enforceable  against the Company in  accordance  with its terms,  except as such
enforceability   may  be   limited   by   applicable   bankruptcy,   insolvency,
reorganization,   moratorium,  liquidation,  conservatorship,   receivership  or
similar laws relating to, or affecting  generally the enforcement of, creditor's
rights and remedies or by other equitable principles of general application.

          (d) CAPITALIZATION

               (i) CAPITAL STOCK.  The  authorized  capital stock of the Company
consists of an unlimited  number of shares of Common Shares of which  20,339,108
shares will be issued and  outstanding  immediately  prior to the Closing and an
unlimited  number  of shares of Class A,  Series A  Preferred  Shares of which 0
shares are currently issued and outstanding.  The outstanding  shares of capital
stock of the Company have been duly  authorized  and validly  issued,  are fully
paid and  nonassessable,  and were  issued  in  compliance  with all  applicable
federal and state securities laws.

          (d)  SOLVENCY.  The  Company is  solvent  after  giving  effect to the
transactions contemplated by this Agreement and Warrant.

          (e) NO CONFLICTS.  The  execution,  delivery and  performance  of this
Agreement and the Warrant by the Company and the  consummation by the Company of
the  transactions


                                       2
<PAGE>



contemplated  herein  do not and  will  not (i)  violate  any  provision  of the
Company's Charter or Bylaws,  (ii) conflict with, or constitute a default (or an
event which with notice or lapse of time or both would become a default)  under,
or  give to  others  any  rights  of  termination,  amendment,  acceleration  or
cancellation of, any agreement,  mortgage, deed of trust, indenture, note, bond,
license,  lease  agreement,  instrument  or obligation to which the Company is a
party,  (iii) create or impose a lien,  charge or encumbrance on any property of
the Company  under any  agreement  or any  commitment  to which the Company is a
party or by which  the  Company  is  bound  or by  which  any of its  respective
properties  or assets are bound,  or (iv) result in a violation  of any federal,
state,  local or other foreign statute,  rule,  regulation,  order,  judgment or
decree  (including  any  federal  or  state  securities  laws  and  regulations)
applicable to the Company or any of its subsidiaries or by which any property or
asset of the Company or any of its subsidiaries  are bound or affected,  except,
in  all  cases,   for  such  conflicts,   defaults,   termination,   amendments,
accelerations, cancellations and violations as would not, individually or in the
aggregate,  have a Material  Adverse Effect.  The business of the Company is not
being  conducted in  violation of any laws,  ordinances  or  regulations  of any
governmental entity,  except for violations which singularly or in the aggregate
do not and will not have a Material Adverse Effect.  The Company is not required
under any federal, state or local law, rule or regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental  agency in order for it to  execute,  deliver or perform any of its
obligations under this Agreement or the Warrant, or issue and sell the Shares or
Warrant in accordance with the terms hereof (other than any filings which may be
required  to  be  made  by  the  Company  with  the  SEC  or  state   securities
administrators  ); PROVIDED,  HOWEVER,  that for purpose of the  representations
made in this sentence,  the Company is assuming and relying upon the accuracy of
the relevant representations and agreements of the Purchaser herein.

          (f)  COMPLIANCE  WITH LAW.  The Company has all  franchises,  permits,
licenses,  consents and other  governmental  or  regulatory  authorizations  and
approvals necessary for the conduct of its business as now being conducted by it
unless the failure to possess such franchises,  permits, licenses,  consents and
other governmental or regulatory  authorizations and approvals,  individually or
in the aggregate,  could not  reasonably be expected to have a Material  Adverse
Effect.

          (g) SEC  REPORTS.  The  Company  has  filed  in a  timely  manner  all
documents  that the Company was  required to file under the  Exchange Act during
the 12 months  preceding the date of this Agreement and such documents  complied
as to form in all  material  respects  with the SEC's  requirements  as of their
respective  filing dates, and the information  contained  therein as of the date
thereof did not contain any untrue statement of a material fact or omit to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements therein in light of the circumstances  under which they were made not
misleading.

          (h) BOOKS AND  RECORDS.  The  records  and  documents  of the  Company
accurately  reflect in all  material  respects the  information  relating to the
business of the  Company,  the location and  collection  of its assets,  and the
nature of all transactions giving rise to the obligations or accounts receivable
of the Company.

          (i) SECURITIES LAWS. The Company has complied and will comply with all
applicable  federal  and state  securities  laws in  connection  with the offer,
issuance and sale of the

                                       3
<PAGE>


Shares and Warrant  hereunder.  Neither  the  Company  nor anyone  acting on its
behalf,  directly  or  indirectly,  has or will  sell,  offer to sell or solicit
offers to buy the Shares or the  Warrant or  similar  securities  to, or solicit
offers with respect thereto from, or enter into any preliminary conversations or
negotiations relating thereto with, any person (other than the Purchaser), so as
to  bring  the  issuance  and  sale  of the  Shares  or the  Warrant  under  the
registration  provisions of the Securities Act and applicable  state  securities
laws.  Neither the Company nor any of its  affiliates,  nor any person acting on
its or their behalf, has engaged in any form of general  solicitation or general
advertising  (within the meaning of  Regulation D under the  Securities  Act) in
connection with the offer or sale of the Shares or the Warrant.

          (j) BROKERS OR FINDERS;  OTHER  OFFERS.  The Company has not incurred,
and will not incur,  directly or indirectly,  as a result of any action taken by
the Company, any liability for brokerage or finder's fees or agent's commissions
or any similar charges in connection with this Agreement or the Warrant.

          (k) DISCLOSURE.  The Company has fully provided the Purchaser with all
the  information  which the  Purchaser  has  requested  for deciding  whether to
acquire the Shares or the Warrant and all information which the Company believes
is  reasonably  necessary  to enable the  Purchaser  to make such  decision.  No
representation  or warranty of the Company  contained  in this  Agreement or the
Warrant  and the  exhibits  and  schedules  attached  hereto  and  thereto,  any
certificate  furnished  or to be  furnished  to the  Purchaser at the Closing or
other  written  information  furnished  to  the  Purchaser  or  its  counsel  in
connection with the  transactions  contemplated by this Agreement or the Warrant
contains any untrue  statement  of a material  fact or omits to state a material
fact necessary in order to make the statements  contained  herein or therein not
misleading in light of the circumstances under which they were made. There is no
fact known to the Company that has not been  disclosed  herein,  or in any other
agreement,  document  or  written  statement  furnished  by the  Company  to the
Purchaser in connection with the  transactions  contemplated  hereby and thereby
which is  specific  to the  Company,  as  opposed to the  industry  in which the
Company operates, and which materially adversely affects or is reasonably likely
to materially and adversely affect the business, properties, assets or financial
condition of the Company

     3.  REPRESENTATIONS  AND WARRANTIES OF THE PURCHASER.  The Purchaser hereby
represents and warrants to the Company that:

          (a) PURCHASE  ENTIRELY FOR OWN ACCOUNT.  The Shares and the Warrant to
be acquired by the Purchaser will be acquired for investment for the Purchaser's
own  account,  not as a nominee  or agent,  and not with a view to the resale or
distribution of any part thereof,  and the Purchaser has no present intention of
selling,  granting any participation in, or otherwise distributing the same. The
Purchaser  has not been formed for the specific  purpose of acquiring the Shares
or Warrant.

          (b)  KNOWLEDGE.  The  Purchaser  is  aware of the  Company's  business
affairs and financial  condition and has acquired  sufficient  information about
the  Company to reach an  informed  and  knowledgeable  decision  to acquire the
Shares and Warrant.


                                       4
<PAGE>


          (c) RESTRICTED  SECURITIES.  The Purchaser understands that the Shares
and Warrant have not been, and will not be,  registered under the Securities Act
of 1933, as amended (the  "Securities  Act"), by reason of a specific  exemption
from the registration provisions of the Securities Act which depends upon, among
other things,  the bona fide nature of the investment intent and the accuracy of
the Purchaser's  representations as expressed herein. The Purchaser  understands
that the Shares and Warrant are "restricted  securities"  under  applicable U.S.
federal  and  state  securities  laws and  that,  pursuant  to these  laws,  the
Purchaser  must hold the Shares and Warrant  indefinitely  unless the Shares and
Warrant are registered with the Securities and Exchange Commission and qualified
by state  authorities,  or an exemption from such registration and qualification
requirements is available.  The Purchaser  acknowledges  that the Company has no
obligation  to  register  or qualify  the Shares and  Warrant  for  resale.  The
Purchaser  further  acknowledges  that  if an  exemption  from  registration  or
qualification  is  available,  it may be  conditioned  on  various  requirements
including,  but not limited to, the time and manner of sale,  the holding period
for the Shares and Warrant,  and on  requirements  relating to the Company which
are  outside  of the  Purchaser's  control,  and which the  Company  is under no
obligation and may not be able to satisfy.

          (d) NO PUBLIC MARKET. The Purchaser  understands that no public market
now  exists  for the  Shares  and  Warrant  and  that  the  Company  has made no
assurances that a public market will ever exist for the Shares and Warrant.

          (e) LEGENDS. The Purchaser understands that the Shares and Warrant may
bear one or all of the following legends.

               (i) "THE SECURITY  REPRESENTED BY THIS  CERTIFICATE  HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
AND HAS BEEN  ACQUIRED FOR  INVESTMENT  AND NOT FOR A VIEW TO, OR IN  CONNECTION
WITH, THE SALE OR  DISTRIBUTION  THEREOF.  NO SUCH SALE OR  DISTRIBUTION  MAY BE
AFFECTED  WITHOUT AN  EFFECTIVE  REGISTRATION  STATEMENT  RELATED  THERETO OR AN
OPINION OF COUNSEL IN A FORM  SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER THE SECURITIES ACT.

               (ii) Any legend required by the Blue Sky laws of any state to the
extent such laws are applicable to the Shares  represented by the certificate so
legended.

          (f) ACCREDITED  INVESTOR.  The Purchaser is an accredited  investor as
defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

          4.  CONDITIONS  OF  THE  PURCHASER'S   OBLIGATIONS  AT  CLOSING.   The
obligations  of the Purchaser to the Company under this Agreement are subject to
the fulfillment,  on or before the Closing, of each of the following conditions,
unless otherwise waived:

               (a)  REPRESENTATIONS  AND  WARRANTIES.  The  representations  and
warranties of the Company  contained in Section 2 hereof shall be true on and as
of the  Closing  with  the  same  effect  as  though  such  representations  and
warranties had been made on and as of the date of the Closing.

                                       5
<PAGE>



               (b) QUALIFICATIONS. All authorizations,  approvals or permits, if
any, of any governmental authority or regulatory body of the United States or of
any state that are required in connection  with the lawful  issuance and sale of
the  Shares  and  Warrant  pursuant  to this  Agreement  shall be  obtained  and
effective as of the Closing.

               (c)  PERFORMANCE;  PROCEEDINGS  AND DOCUMENTS.  The Company shall
have  performed and complied with all  agreements,  obligations  and  conditions
contained in this  Agreement  that are required to be performed or complied with
by it on or before  the  Closing  and all  corporate  and other  proceedings  in
connection with the  transactions  contemplated at the Closing and all documents
incident  thereto shall be reasonably  satisfactory in form and substance to the
Purchaser,  and they shall  have  received  all such  counterpart  original  and
certified or other copies of such documents as they may reasonably request.

               (d)  COMPLIANCE  CERTIFICATE.  The Company  shall  deliver to the
Purchaser at the Closing a certificate dated as of the Closing and signed on its
behalf by one of the Company's executive officers certifying that the conditions
specified in Sections 4(a), (b) and (c) have been fulfilled.

               (e) SECRETARY'S CERTIFICATE.  The Purchaser shall have received a
certificate  of the  Secretaries  or Assistant  Secretaries  of the Company (the
"Bring-Down Certificate"),  in form and substance satisfactory to the Purchaser,
certifying as follows:

                           (i) that  attached  thereto  are  true  and  complete
                  copies of the Articles and Bylaws of the Company; and

                           (ii)  that  attached  thereto  are true and  complete
                  copies of the  resolutions  of the Board of  Directors  of the
                  Company authorizing the execution, delivery and performance of
                  this Agreement,  instruments and  certificates  required to be
                  executed  by it  in  connection  herewith  and  approving  the
                  consummation of the  transactions  in the manner  contemplated
                  hereby  including,  but not limited to, the  authorization and
                  issuance of the Shares.

               (f) DELIVERY OF SHARES AND  WARRANTS.  The  Purchaser  shall have
received the Shares and Warrant which the Purchaser is purchasing hereunder.

               (g) REGISTRATION RIGHTS. The Company shall prepare,  and, as soon
               as practicable  but in no event later than one hundred and twenty
               (120) days from the  execution of this  Agreement,  file with the
               SEC a registration  statement or  registration  statements (as is
               necessary)  on Form S-3 or such other  appropriate  form covering
               the resale of (a) all of the Shares; and (b) any common shares of
               the Company  issued or issuable  upon the proper  exercise of the
               Warrant (the "Conversion  Shares")  (collectively  the Conversion
               Shares and the  Shares  shall  hereafter  be  referred  to as the
               "Registrable  Securities").  The initial  registration  statement
               prepared pursuant hereto shall register for resale that number of
               common shares of the Company  equal to the number of  Registrable
               Securities  as of the  date  immediately  preceding  the date the
               registration  statement  is  initially  filed  with the SEC.  The
               Company  shall  use its  reasonable  best  efforts  to  have  the
               registration  statement  declared  effective by the SEC as soon a
               practicable after the date of filing.

                                       6
<PAGE>


     5. CONDITIONS OF THE COMPANY'S  OBLIGATIONS AT CLOSING.  The obligations of
the  Company  to  the  Purchaser   under  this  Agreement  are  subject  to  the
fulfillment,  on or before the  Closing,  of each of the  following  conditions,
unless otherwise waived:

          (a) REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the  Purchaser  contained in Section 3 shall be true on and as of the Closing
with the same effect as though such representations and warranties had been made
on and as of the Closing.

          (b) PERFORMANCE OF OBLIGATIONS. The Purchaser shall have performed and
complied with all agreements and conditions  herein  required to be performed or
complied with by him/her/it  on or before the Closing,  and the Purchaser  shall
have  delivered  payment to the Company in respect of its purchase of the Shares
and Warrant.

          (c) QUALIFICATIONS. All authorizations,  approvals or permits, if any,
of any governmental  authority or regulatory body of the United States or of any
state that are required in connection  with the lawful  issuance and sale of the
Shares and Warrant pursuant to this Agreement shall be obtained and effective as
of the Closing.

     6.   MISCELLANEOUS.

          (a) SUCCESSORS AND ASSIGNS. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective  successors and
assigns of the  parties.  Nothing in this  Agreement,  express  or  implied,  is
intended  to  confer  upon any  party  other  than the  parties  hereto or their
respective  successors  and  assigns  any  rights,   remedies,   obligations  or
liabilities under or by reason of this Agreement,  except as expressly  provided
in this Agreement.

          (b)  GOVERNING  LAW;  JURISDICTION.  This  Agreement  and all acts and
transactions  pursuant  hereto  and the rights and  obligations  of the  parties
hereto shall be governed,  construed and interpreted in accordance with the laws
of the Province of Ontario and the Country of Canada applicable therein, without
giving effect to principles of conflicts of law. In addition, the parties hereto
agree that (i) any legal suit,  action or proceeding  arising out of or relating
to this Agreement shall be instituted  exclusively in the Ontario Superior Court
of Justice in  Ottawa,  Ontario,  Canada,  (ii)  waive any  objection  which the
parties  may have now or  hereafter  based upon forum non  conveniens  or to the
venue of any such suit, action or proceeding,  and (iii) irrevocably  consent to
the  jurisdiction of the Ontario  Superior Court of Justice in Ottawa,  Ontario,
Canada in any such suit,  action or  proceeding.  FURTHER,  THE  PARTIES  HERETO
HEREBY  WAIVE  TRIAL BY JURY IN ANY  ACTION TO  ENFORCE  THIS  AGREEMENT  AND IN
CONNECTION  WITH ANY DEFENSE,  COUNTERCLAIM  OR CROSS CLAIM ASSERTED IN ANY SUCH
ACTION.

          (c)  COUNTERPARTS.  This  Agreement  may be  executed  in two or  more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall constitute one instrument.


                                       7
<PAGE>


          (d)  TITLES AND  SUBTITLES.  The  titles  and  subtitles  used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.

          (e)  SURVIVAL.   The  warranties,   representations,   agreements  and
covenants of the Company  contained in or made pursuant to this Agreement  shall
survive the execution and delivery of this Agreement and the Closing.

          (f) NOTICES.  Any notice required or permitted by this Agreement shall
be in  writing  and shall be deemed  sufficient  upon  receipt,  when  delivered
personally or by courier,  overnight delivery service or confirmed facsimile, or
forty-eight  (48)  hours  after  being  deposited  in the mail as  certified  or
registered mail with postage  prepaid,  if such notice is addressed to the party
to be notified  as such  party's  address as set forth below or as  subsequently
modified by written notice.

          (g) AMENDMENTS AND WAIVERS.  Any term of this Agreement may be amended
or waived only with the written consent of the Company and the Purchaser.

          (h) SEVERABILITY. If one or more provisions of this Agreement are held
to be unenforceable  under applicable law, the parties agree to renegotiate such
provision in good faith, in order to maintain the economic  position  enjoyed by
each  party  as  close  as  possible  to  that  under  the  provision   rendered
unenforceable.  In the event that the parties cannot reach a mutually  agreeable
and enforceable  replacement  for such  provision,  then such provision shall be
excluded  form  this  Agreement,  and the  balance  of the  Agreement  shall  be
enforceable in accordance with its terms.

          (i) ENTIRE AGREEMENT.  This Agreement,  and the documents  referred to
herein, constitute the entire agreement between the parties hereto pertaining to
the subject  matter  hereof,  and any and all other  written or oral  agreements
existing between the parties hereto are expressly canceled.

          (j) EXPENSES. The Company and the Purchaser shall pay their respective
costs and expenses incurred with respect to the negotiation, execution, delivery
and performance of this Agreement.

          (k) WIRE  INSTRUCTIONS.  If payment by the  Purchaser of the purchaser
price is to be by wire transfer, then the purchase price shall be wired to:

         [Company wiring instructions]

                         [SIGNATURES ON FOLLOWING PAGES]





                                       8
<PAGE>


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


                                           COMPANY:

                                           WORKSTREAM INC.


                                           By: /s/ Michael Mullarkey
                                           -------------------------------
                                           Name: Michael Mullarkey
                                           Title: Chairman and CEO


                                           PURCHASER:



                                           By:
                                           -------------------------------
                                           Name:
                                           Title: Purchaser








                 SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT


                                       9
<PAGE>


                                   SCHEDULE 1

                             SCHEDULE OF EXCEPTIONS



<PAGE>




                                   SCHEDULE A


            PURCHASERS OF WORKSTREAM INC. COMMON SHARES AND WARRANTS

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                                                                     NO. OF
                                                                     NO. OF                   WARRANTS TO PURCHASE
NAME                                                             COMMON SHARES                    COMMON SHARES
--------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                              <C>
Countrywide Partners LLC                                            333,334                          166,667
--------------------------------------------------------------------------------------------------------------------
Platinum Value Arbitrage Fund, LP                                   333,334                          166,667
--------------------------------------------------------------------------------------------------------------------
</TABLE>