EXHIBIT 4.8


                          COMMON STOCK PURCHASE WARRANT


THE WARRANT  REPRESENTED BY THIS  CERTIFICATE HAS NOT BEEN REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),  AND IS SUBJECT TO  RESTRICTIONS
ON  TRANSFERABILITY  AS SET FORTH IN THIS  CERTIFICATE.  THIS WARRANT MAY NOT BE
SOLD,  TRANSFERRED,  OR  OTHERWISE  DISPOSED OF IN THE  ABSENCE OF AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER  THE ACT OR AN  OPINION  OF  COUNSEL,  REASONABLY
ACCEPTABLE  TO COUNSEL FOR THE COMPANY,  TO THE EFFECT THAT THE  PROPOSED  SALE,
TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT.


                                 WORKSTREAM INC.


                               WARRANT CERTIFICATE


                  THIS WARRANT CERTIFICATE (the "Warrant Certificate") certifies
that for value received, __________________ (the "Holder"), is the owner of this
warrant (the "Warrant"), which entitles the Holder to purchase at any time on or
before the  Expiration  Date (as defined below)  (166,667)  shares (the "Warrant
Shares") of fully paid  non-assessable  shares of the common  stock (the "Common
Stock"), of WORKSTREAM INC., a Canada corporation (the "Company"), at a purchase
price of $1.50 per Warrant Share (the "Purchase Price"),  in lawful money of the
United  States of America by bank or certified  check,  subject to adjustment as
hereinafter provided. This Warrant is issued pursuant to the Securities Purchase
Agreement  (the "Purchase  Agreement")  dated of even date among the Company and
the  Holder.  Capitalized  terms not  otherwise  defined  herein  shall have the
meanings ascribed to them in the Purchase Agreement.

1.        WARRANT; PURCHASE PRICE.

                  This Warrant  shall entitle the Holder to purchase the Warrant
Shares at the  Purchase  Price.  The  Purchase  Price and the  number of Warrant
Shares  evidenced  by this  Warrant  Certificate  are subject to  adjustment  as
provided in Article 6.

2.        EXERCISE; EXPIRATION DATE.

                  (a) This Warrant is exercisable,  at the option of the Holder,
at any time after the date of issuance and on or before the Expiration  Date (as
defined below) by (i) delivering to the Company  written notice of exercise (the
"Exercise  Notice"),  stating  the  number of  Warrant  Shares  to be  purchased
thereby,  accompanied  by bank or  certified  check  payable to the order of the
Company for the Warrant  Shares being  purchased  provided,  however,  that this
Warrant may

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not be converted prior to the effectiveness of a registration statement with the
Securities Exchange Commission for the Warrant Shares.  Within ten (10) business
days  of  the  Company's  receipt  of the  Exercise  Notice  accompanied  by the
consideration  for the Warrant Shares being  purchased,  the Company shall issue
and deliver to the Holder a certificate  representing  the Warrant  Shares being
purchased.  In the case of  exercise  for less  than all of the  Warrant  Shares
represented by this Warrant  Certificate,  the Company shall cancel this Warrant
Certificate  upon the  surrender  thereof  and shall  execute  and deliver a new
Warrant Certificate for the balance of such Warrant Shares.

                  (b)  EXPIRATION.  The term  "Expiration  Date" shall mean 5:00
p.m.,  Ottawa  time,  on May,  30, 2007 or if such date shall in the Province of
Ontario shall be a holiday or a day on which banks are authorized to close, then
5:00 p.m.,  Ottawa time, the next following day which in the Province of Ontario
is not a holiday or a day on which banks are authorized to close.

                  (c) Call Rights. The Company shall have the right to call (the
"Call Right") any or all shares of the Common Stock  issuable under this Warrant
from the  Holder  for (i)  $4.00 per share for the  166,667  shares  (the  "Call
Price").  From and after the date hereof through June 1, 2004, the Company shall
be  entitled  to enforce  its Call Right upon by  delivery of an original or fax
copy of notice to Holder  indicating the amount of shares to be exercised  under
the Call Right.  The Holder shall  provide to the Company,  within five business
days from the receipt of such  notice,  cash or by  certified  or official  bank
check payable to the order of the Company equal to the applicable aggregate Call
Price.  The  Company  shall only be able to  exercise  the Call Right (i) if the
share of Common Stock issuable under this Warrant have been registered  pursuant
to Section 5 of that certain Common Stock Purchase  Agreement dated June 9, 2003
and attached hereto as Exhibit A and (ii) if the Company's  Common Stock has had
a closing price above the Call Price for the five consecutive trading days prior
to the Company's notice of execution of the Call Right.


3.       RESTRICTIONS ON TRANSFER.

                  (a) RESTRICTIONS.  This Warrant, and the Warrant Shares or any
other  security  issuable  upon  exercise of this  Warrant may not be  assigned,
transferred,  sold,  or  otherwise  disposed  of unless (i) there is in effect a
registration  statement  under the Act covering  such sale,  transfer,  or other
disposition  or (ii) the Holder  furnishes to the Company an opinion of counsel,
reasonably  acceptable  to  counsel  for the  Company,  to the  effect  that the
proposed  sale,   transfer,   or  other  disposition  may  be  effected  without
registration under the Act, as well as such other documentation incident to such
sale,  transfer,  or other disposition as the Company's counsel shall reasonably
request.

                  (b) LEGEND.  Any Warrant  Shares  issued upon the  exercise of
this Warrant shall bear the following legend:

                  "The shares  evidenced  by this  certificate  were issued upon
                  exercise  of a Warrant  and may not be sold,  transferred,  or
                  otherwise   disposed  of  in  the  absence  of  an   effective
                  registration  under the  Securities Act of 1933 (the "Act") or
                  an opinion of counsel,  reasonably  acceptable  to counsel for
                  the Company,  to the effect that the proposed sale,  transfer,
                  or disposition may be effectuated  without  registration under
                  the Act."
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4.       RESERVATION OF SHARES.

                  The  Company  covenants  that it will at all time  reserve and
keep  available out of its  authorized  Common Stock,  solely for the purpose of
issuance upon exercise of this Warrant, such number of shares of Common Stock as
shall then be issuable upon the exercise of this Warrant.  The Company covenants
that all shares of Common  Stock which shall be issuable  upon  exercise of this
Warrant shall be duly and validly issued and fully paid and  non-assessable  and
free from all taxes, liens, and charges with respect to the issue thereof.

5.       LOSS OR MUTILATION.

                  If the  Holder  loses  this  Warrant,  or if this  Warrant  is
stolen, destroyed or mutilated, the Company shall issue an identical replacement
Warrant  upon the Holder's  delivery to the Company of a customary  agreement to
indemnify  the  Company  for any  losses  resulting  from  the  issuance  of the
replacement Warrant.

6.       ANTI-DILUTION PROVISIONS.

                  (a) STOCK DIVIDENDS,  SUBDIVISIONS AND COMBINATIONS. If at any
time the Company shall:

                           (i) take a record of the holders of its Common  Stock
for the  purpose of  entitling  them to receive a dividend  payable in, or other
distribution of, additional shares of Common Stock,

                           (ii) subdivide its outstanding shares of Common Stock
into a larger number of shares of Common Stock, or

                           (iii) combine its outstanding  shares of Common Stock
into a smaller number of shares of Common Stock,

then (A) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable  into  immediately  after the  occurrence of any such event shall be
adjusted to equal the number of shares of Common Stock which a record  holder of
the same number of shares of Common Stock for which this Warrant is  exercisable
into immediately  prior to the occurrence of such event would own or be entitled
to receive after the happening of such event,  and (B) the Purchase  Price shall
be adjusted to equal (x) the current  Purchase  Price  immediately  prior to the
adjustment  multiplied  by the  number of shares of Common  Stock for which this
Warrant is exercisable into immediately  prior to the adjustment  divided by (y)
the number of shares of Common Stock for which this Warrant is exercisable  into
immediately after such adjustment.

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<PAGE>



                  (b) CERTAIN  OTHER  DISTRIBUTIONS.  If at any time the Company
shall  take a record of the  holders  of its  Common  Stock for the  purpose  of
entitling them to receive any dividend or other distribution of:

                           (i) cash (other than a cash  dividend  payable out of
earnings or earned surplus legally  available for the payment of dividends under
the laws of the jurisdiction of incorporation of the Company),

                           (ii) any evidences of its indebtedness, any shares of
stock of any class or any other securities or property of any nature  whatsoever
(other than cash,  convertible securities or additional shares of Common Stock),
or

                           (iii) any warrants or other  rights to subscribe  for
or purchase any evidences of its indebtedness,  any shares of stock of any class
or any other securities or property of any nature  whatsoever  (other than cash,
convertible securities or additional shares of Common Stock),

then (A) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable  into shall be adjusted to equal the product of the number of shares
of Common Stock for which this Warrant is exercisable into immediately  prior to
such  adjustment  by a fraction (x) the  numerator of which shall be the current
Purchase  Price per share of Common  Stock at the date of taking such record and
(y) the  denominator  of which shall be such  current  Purchase  Price minus the
amount  allocable to one share of Common Stock of any such cash so distributable
and of the fair value (as  determined in good faith by the Board of Directors of
the  Company) of any and all such  evidences of  indebtedness,  shares of stock,
other  securities  or property or  warrants  or other  subscription  or purchase
rights so  distributable,  and (B) the Purchase Price shall be adjusted to equal
(x) the Purchase  Price  multiplied  by the number of shares of Common Stock for
which this  Warrant is  exercisable  into  immediately  prior to the  adjustment
divided  by (y) the number of shares of Common  Stock for which this  Warrant is
exercisable into immediately after such adjustment.  A  reclassification  of the
Common  Stock  (other  than a change in par  value,  or from par value to no par
value or from no par value to par value) into shares of Common  Stock and shares
of any other class of stock shall be deemed a distribution by the Company to the
holders of its Common  Stock of such shares of such other class of stock  within
the meaning of this Section 6(b) and, if the outstanding  shares of Common Stock
shall be changed into a larger or smaller  number of shares of Common Stock as a
part of such  reclassification,  such change  shall be deemed a  subdivision  or
combination,  as the case may be, of the  outstanding  shares  of  Common  Stock
within the meaning of Section 6(a).

                  (c) ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK.

                           (i) If at any time the  Company  shall  issue or sell
any additional shares of Common Stock in exchange for consideration in an amount
per additional share of Common Stock less than the current Purchase Price at the
time the  additional  shares of Common  Stock are  issued or sold,  then (A) the
current Purchase Price shall be reduced to a price determined by dividing (x) an
amount equal to the sum of (1) the number of shares of Common Stock  outstanding
immediately  prior to such issue or sale multiplied by the then existing current
Purchase Price, plus (2) the consideration, if any, received by the Company upon
such issue or

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<PAGE>


sale, by (y) the total number of shares of Common Stock outstanding  immediately
after such issue or sale; and (B) the number of shares of Common Stock for which
this Warrant is exercisable into shall be adjusted to equal the product obtained
by multiplying the current  Purchase Price in effect  immediately  prior to such
issue or sale by the number of shares of Common  Stock for which this Warrant is
exercisable  into  immediately  prior to such  issue or sale  and  dividing  the
product thereof by the current Purchase Price resulting from the adjustment made
pursuant to clause (i).

                           (ii) If the  Company  shall at any time issue or sell
any additional shares of Common Stock in exchange for consideration in an amount
per  additional  share of Common  Stock less than the Current  Market  Price (as
hereinafter  defined)  at the time the  additional  shares of  Common  Stock are
issued or sold,  then (A) the  number of shares of Common  Stock for which  this
Warrant is exercisable  into shall be adjusted to equal the product  obtained by
multiplying  the  number of shares of Common  Stock for which  this  Warrant  is
exercisable into  immediately  prior to such issue or sale by a fraction (x) the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately  after such issue or sale, and (y) the denominator of which shall be
the number of shares of Common Stock outstanding immediately prior to such issue
or sale plus the  number of shares  which the  aggregate  offering  price of the
total number of such  additional  shares of Common  Stock would  purchase at the
then Current Market Price;  and (B) the current  Purchase Price as to the number
of shares for which this Warrant is  exercisable  into prior to such  adjustment
shall be adjusted by multiplying  such current  Purchase Price by a fraction (a)
the  numerator  of which shall be the number of shares for which this Warrant is
exercisable  into  immediately  prior  to  such  issue  or  sale;  and  (b)  the
denominator  of which shall be the number of shares of Common Stock  purchasable
immediately after such issue or sale.

                           (iii) "Current Market Price" means, in respect of any
share of Common Stock on any date herein specified, if there shall not then be a
public market for the Common Stock,  the value per share of Common Stock at such
date as is  determined  in the good faith  judgment of the Board of Directors of
the Company, or if there shall then be a public market for the Common Stock, the
average of the daily market  prices for 10  consecutive  business days ending on
the  business  day  prior to such  date.  The daily  market  price for each such
business day shall be (i) the last sale price on such day on the principal stock
exchange on which such Common Stock is then listed or admitted to trading,  (ii)
if no sale takes place on such day on any such exchange, the average of the last
reported  closing bid and asked prices on such day as  officially  quoted on any
such  exchange,  (iii) if the Common  Stock is not then  listed or  admitted  to
trading on any stock exchange,  the average of the last reported closing bid and
asked  prices on such day in the  over-the-counter  market,  as furnished by the
National  Association of Securities  Dealers  Automated  Quotation System or the
National Quotation Bureau, Inc., (iv) if neither such corporation at the time is
engaged in the  business of reporting  such prices,  as furnished by any similar
firm  then  engaged  in such  business,  or (v) if  there  is no such  firm,  as
furnished by any member of the NASD selected mutually by the holders of at least
50% of the  aggregate  principal  amount of the  Warrants and the Company or, if
they cannot agree upon such  selection,  as furnished by two such members of the
NASD, one of which shall be selected by holders of at least 50% of the aggregate
principal  amount of the  Warrants  and one of which  shall be  selected  by the
Company.

                                       5


<PAGE>


                           (iv) If at any time the  Company  shall issue or sell
any additional shares of Common Stock in exchange for consideration in an amount
per  additional  shares of Common Stock which is less than the current  Purchase
Price and Current Market Price at the time the additional shares of Common Stock
are issued or sold,  the adjustment  required under Section  6(c)(i) or 6(c)(ii)
shall be made in accordance with the formula  contained therein which results in
the lower current  Purchase Price following such  adjustment.  The provisions of
paragraphs  6(c)(i) and 6(c)(ii)  shall not apply to any issuance of  additional
shares of Common Stock for which an adjustment is provided under Section 6(a) or
6(b).  No  adjustment  of the  number of shares of Common  Stock for which  this
Warrant  shall be  exercisable  into  shall be made under  paragraph  6(c)(i) or
6(c)(ii)  upon the issuance of any  additional  shares of Common Stock which are
issued  pursuant  to the  exercise  of any  warrants  or other  subscription  or
purchase  rights or pursuant to the exercise of any purchase or exchange  rights
in any convertible securities, if any such adjustment shall previously have been
made upon the issuance of such  warrants or other rights or upon the issuance of
such convertible securities (or upon the issuance of any warrant or other rights
therefor) pursuant to Section 6(d) or Section 6(e).

                  (d) ISSUANCE OF WARRANTS OR OTHER  RIGHTS.  If at any time the
Company  shall take a record of the holders of its Common  Stock for the purpose
of entitling them to receive a distribution  of, or shall in any manner (whether
directly  or by  assumption  in a merger in which the  Company is the  surviving
corporation)  issue or sell,  any warrants or other  rights to subscribe  for or
purchase any additional  shares of Common Stock or any  convertible  securities,
whether or not the rights to  exchange  or convert  thereunder  are  immediately
exercisable, and the price per share for which Common Stock is issuable upon the
exercise of such warrants or other rights or upon conversion or exchange of such
convertible  securities  shall be less than the  current  Purchase  Price or the
Current  Market Price in effect  immediately  prior to the time of such issue or
sale,  then the number of shares for which this Warrant is exercisable  into and
the current  Purchase Price shall be adjusted as provided in Section 6(c) on the
basis that the maximum  number of  additional  shares of Common  Stock  issuable
pursuant  to all such  warrants  or other  rights or  necessary  to  effect  the
conversion  or exchange of all such  convertible  securities  shall be deemed to
have been issued and  outstanding and the Company shall have received all of the
consideration payable therefor, if any, as of the date of the actual issuance of
such warrants or other  rights.  If the maximum  number of additional  shares of
Common Stock necessary to effect the conversion or exchange is indeterminable as
a result of a conversion  or exercise  price which  adjusts  over time  (whether
based on the Market Price of the Common Stock or otherwise),  the  determination
of adjustments  pursuant to this Section 6(d) shall be determined at the time of
actual  conversion or exercise of such convertible  securities and an adjustment
shall be made only upon  actual  conversions  or  exchanges  which are below the
Purchase  Price or the  Current  Market  Price on the date of  issuance  of such
Convertible  Securities.  No further  adjustments of the current  Purchase Price
shall be made upon the actual issue of such Common Stock or of such  convertible
securities  upon  exercise of such  warrants or other  rights or upon the actual
issue of such Common Stock upon such conversion or exchange of such  convertible
securities.

                  (e)  ISSUANCE OF  CONVERTIBLE  SECURITIES.  If at any time the
Company  shall take a record of the holders of its Common  Stock for the purpose
of entitling them to receive a distribution  of, or shall in any manner (whether
directly  or by  assumption  in a merger in which the  Company is the  surviving
corporation)  issue or sell,  any  convertible  securities,  whether  or not the
rights to exchange or convert  thereunder are immediately  exercisable,  and the
price per share for which  Common  Stock is  issuable  upon such  conversion  or
exchange shall be less than the

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<PAGE>


current  Purchase Price or Current Market Price in effect  immediately  prior to
the time of such issue or sale,  then the  number of shares of Common  Stock for
which this Warrant is exercisable  into and the current  Purchase Price shall be
adjusted  as provided  in Section  6(c) on the basis that the maximum  number of
additional shares of Common Stock necessary to effect the conversion or exchange
of all such  convertible  securities  shall be deemed to have  been  issued  and
outstanding and the Company shall have received all of the consideration payable
therefor,  if  any,  as of the  date of  actual  issuance  of  such  convertible
securities. If the maximum number of additional shares of Common Stock necessary
to  effect  the  conversion  or  exchange  is  indeterminable  as a result  of a
conversion  or exercise  price which  adjusts  over time  (whether  based on the
Market Price of the Common Stock or otherwise), the determination of adjustments
pursuant  to this  Section  6(e)  shall  be  determined  at the  time of  actual
conversion or exercise of such convertible securities and an adjustment shall be
made only upon actual  conversions  or  exchanges  which are below the  Purchase
Price or the Current  Market  Price on the date of issuance of such  Convertible
Securities.  No further  adjustment  of the number of shares of Common Stock for
which this Warrant is exercisable  into and the current  Purchase Price shall be
made under this  Section 6(e) upon the  issuance of any  convertible  securities
which are issued pursuant to the exercise of any warrants or other  subscription
or purchase rights  therefor,  if any such adjustment shall previously have been
made upon the  issuance  of such  warrants or other  rights  pursuant to Section
6(d). No further  adjustments  of the number of shares of Common Stock for which
this Warrant is  exercisable  into and the current  Purchase Price shall be made
upon the actual issue of such Common Stock upon  conversion  or exchange of such
convertible securities.

                  (f)      SUPERSEDING ADJUSTMENT.

                           (i) If,  at any  time  after  any  adjustment  of the
number of shares of Common Stock for which this Warrant is exercisable  into and
the  current  Purchase  Price shall have been made  pursuant to Section  6(d) or
Section  6(e) as the  result  of any  issuance  of  warrants,  other  rights  or
convertible securities,  then (x) such warrants or other rights, or the right of
conversion or exchange in such other convertible  securities,  shall expire, and
all or a portion of such warrants or other rights, or the right of conversion or
exchange with respect to all or a portion of such other convertible  securities,
as the case may be shall not have been exercised,  or (y) the  consideration per
share for which shares of Common Stock are issuable pursuant to such warrants or
other  rights,  or the  terms of such  other  convertible  securities,  shall be
increased  solely by virtue of  provisions  therein  contained  for an automatic
increase in such consideration per share upon the occurrence of a specified date
or event, then any such previous  adjustments to this Warrant shall be rescinded
and annulled and the additional shares of Common Stock which were deemed to have
been issued by virtue of the computation  made in connection with the adjustment
so  rescinded  and  annulled  shall no longer  be deemed to have been  issued by
virtue of such computation.

                           (ii)  Upon the  occurrence  of an event  set forth in
Section  6(f) above there shall be, a  recomputation  made of the effect of such
warrants,  other rights or options or other convertible  securities on the basis
of:  (a)  treating  the  number of  additional  shares of Common  Stock or other
property,  if any,  theretofore  actually  issued or  issuable  pursuant  to the
previous  exercise  of any such  warrants  or other  rights or any such right of
conversion  or exchange,  as having been issued on the date or dates of any such
exercise and for the


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consideration  actually received and receivable  therefor,  and (b) treating any
such  warrants or other rights or any such other  convertible  securities  which
then remain  outstanding as having been granted or issued  immediately after the
time of such increase of the  consideration per share for which shares of Common
Stock or other  property  are  issuable  under such  warrants or other rights or
other convertible securities; whereupon a new adjustment of the number of shares
of Common Stock for which this Warrant and the current  Purchase  Price shall be
made, which new adjustment shall supersede the previous  adjustment so rescinded
and annulled.

                  (g) OTHER PROVISIONS APPLICABLE TO ADJUSTMENTS.  The following
provisions  shall be  applicable to the making of  adjustments  of the number of
shares  of Common  Stock for which  this  Warrant  is  exercisable  into and the
current Purchase Price provided for in this Section 6:

                           (i) COMPUTATION OF CONSIDERATION.  To the extent that
any  additional  shares of Common  Stock or any  convertible  securities  or any
warrants or other rights to subscribe for or purchase any  additional  shares of
Common  Stock  or  any   convertible   securities   shall  be  issued  for  cash
consideration,  the consideration  received by the Company therefor shall be the
amount of the cash  received by the  Company  therefor,  or, if such  additional
shares of Common Stock or convertible  securities are offered by the Company for
subscription,  the subscription  price, or, if such additional  shares of Common
Stock or convertible  securities are sold to  underwriters or dealers for public
offering without a subscription  offering, the initial public offering price (in
any such case subtracting any amounts paid or receivable for accrued interest or
accrued dividends and without taking into account any compensation, discounts or
expenses  paid or incurred by the  Company  for and in the  underwriting  of, or
otherwise in connection  with,  the issuance  thereof).  To the extent that such
issuance shall be for a consideration  other than cash,  then,  except as herein
otherwise expressly  provided,  the amount of such consideration shall be deemed
to be the fair  value of such  consideration  at the  time of such  issuance  as
determined  in good faith by the Board of Directors of the Company.  In case any
additional shares of Common Stock or any convertible  securities or any warrants
or other rights to subscribe  for or purchase such  additional  shares of Common
Stock or convertible securities shall be issued in connection with any merger in
which the Company issues any securities,  the amount of  consideration  therefor
shall be deemed to be the fair value,  as  determined in good faith by the Board
of Directors  of the Company,  of such portion of the assets and business of the
nonsurviving  corporation  as such Board in good  faith  shall  determine  to be
attributable to such additional shares of Common Stock,  convertible securities,
warrants  or  other  rights,  as the  case  may be.  The  consideration  for any
additional  shares of Common  Stock  issuable  pursuant to any warrants or other
rights to subscribe for or purchase the same shall be the consideration received
by the Company for issuing  such  warrants or other  rights plus the  additional
consideration  payable to the Company  upon  exercise of such  warrants or other
rights.  The  consideration  for any additional  shares of Common Stock issuable
pursuant to the terms of any convertible  securities shall be the  consideration
received by the Company for issuing warrants or other rights to subscribe for or
purchase such convertible securities,  plus the consideration paid or payable to
the Company in respect of the  subscription  for or purchase of such convertible
securities,  plus the additional  consideration,  if any, payable to the Company
upon the  exercise of the right of  conversion  or exchange in such  convertible
securities.  In case of the  issuance  at any time of any  additional  shares of
Common  Stock or  convertible  securities  in  payment  or  satisfaction  of any
dividends upon any class of stock other than Common Stock,  the Company shall be
deemed to

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<PAGE>


have  received  for such  additional  shares  of  Common  Stock  or  convertible
securities  a  consideration  equal to the  amount of such  dividend  so paid or
satisfied.  Whenever the Board of Directors of the Company  shall be required to
make a determination  in good faith of the fair value of any  consideration  and
the  fair  value  of such  consideration  shall be  determined  by the  Board of
Directors to equal or exceed $2,000,000,  such determination shall, if requested
by the holder of 51% of the outstanding Warrants issued pursuant to the Purchase
Agreement,  be  supported  by  an  opinion  of an  investment  banking  firm  of
recognized  national  standing  selected  by the  holder  of  this  Warrant  and
acceptable to the Company.

                           (ii) WHEN  ADJUSTMENTS  TO BE MADE.  The  adjustments
required by Section 6 shall be made whenever and as often as any specified event
requiring an adjustment shall occur, except that any adjustment of the number of
shares of Common  Stock for which this  Warrant is  exercisable  into that would
otherwise be required may be postponed  (except in the case of a subdivision  or
combination  of shares of the Common Stock,  as provided for in Section 6(a)) up
to, but not beyond the date of exercise if such  adjustment  either by itself or
with other adjustments not previously made adds or subtracts less than 1% of the
shares of Common Stock for which this Warrant is  exercisable  into  immediately
prior to the making of such adjustment.  Any adjustment representing a change of
less than such minimum amount (except as aforesaid)  which is postponed shall be
carried  forward  and  made  as soon as such  adjustment,  together  with  other
adjustments  required by this Section 6 and not previously made, would result in
a minimum adjustment or, if sooner, on the date of exercise.  For the purpose of
any  adjustment,  any  specified  event shall be deemed to have  occurred at the
close of business on the date of its occurrence.

                           (iii) FRACTIONAL INTERESTS.  In computing adjustments
under this Section 6,  fractional  interests in Common Stock shall be taken into
account to the nearest 1/100th of a share.

                           (iv) WHEN ADJUSTMENT NOT REQUIRED.

                                    (a) If the  Company  shall  take a record of
the holders of its Common Stock for the purpose of  entitling  them to receive a
dividend  or   distribution  or  subscription  or  purchase  rights  and  shall,
thereafter and before the distribution to stockholders thereof,  legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights,  then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment  previously made in respect thereof shall
be rescinded and annulled.

                                    (b) No adjustment shall be required pursuant
to this Section 6 upon:

                                    (1) the exercise of any warrants, options or
convertible  securities granted,  issued and outstanding on the date of issuance
of this Warrant;

                                    (2) upon the grant or  exercise of any stock
or options which may hereafter be granted or exercised  under any employee stock
option plan of the Company now existing or to be implemented  in the future,  so
long as the issuance of such stock


                                       9

<PAGE>



or options is approved by a majority of the independent  members of the Board of
Directors  of the Company or a majority  of the  members of a  committee  of the
independent directors established for such purpose; or

                                    (3) the exercise of the Warrants;

                    (v)  ESCROW  OF  STOCK.   If  after  any  property   becomes
distributable  pursuant to this  Section 6 by reason of the taking of any record
of the holders of Common  Stock,  but prior to the  occurrence  of the event for
which  such  record is taken,  and the  holder of this  Warrant  exercises  this
Warrant,  any shares of Common Stock  issuable  upon  exercise by reason of such
event shall be deemed the last shares of Common  Stock for which this Warrant is
exercised  (notwithstanding any other provision to the contrary herein) and such
shares or other  property shall be held in escrow for the holder of this Warrant
by the Company to be issued to the holder of this Warrant upon and to the extent
that the event actually takes place, upon payment of the current Purchase Price.
Notwithstanding  any other  provision to the contrary  herein,  if the event for
which such record was taken fails to occur or is  rescinded,  then such escrowed
shares shall be canceled by the Company and escrowed property returned.

         (h) OTHER ACTION  AFFECTING  COMMON STOCK.  In case at any time or from
time to time the Company  shall take any action in respect of its Common  Stock,
other than the  payment  of  dividends  or any other  action  described  in this
Section 6, then,  unless such action will not have a materially  adverse  effect
upon the  rights of the Holder of this  Warrant,  the number of shares of Common
Stock or other  stock for which this  Warrant  is  exercisable  into  and/or the
purchase  price  thereof shall be adjusted in such manner as may be equitable in
the circumstances.

         (i)  CERTAIN  LIMITATIONS.   Notwithstanding  anything  herein  to  the
contrary,  the Company agrees not to enter into any transaction which, by reason
of any adjustment  hereunder,  would cause the current Purchase Price to be less
than the par value per share of Common Stock.

         (j)  CERTIFICATE  AS  TO  ADJUSTMENTS.  Upon  the  occurrence  of  each
adjustment or readjustment of the Purchase Price,  the Company,  at its expense,
shall promptly  compute such  adjustment or  readjustment in accordance with the
terms hereof and prepare and furnish to the Holder a  certificate  setting forth
such adjustment or readjustment  and showing in detail the facts upon which such
adjustment or readjustment is based. The Company shall, upon the written request
at any time of the  Holder,  furnish or cause to be  furnished  to such holder a
like certificate setting forth (i) such adjustments and readjustments,  (ii) the
Purchase  Price at the time in effect for this  Warrant  and (iii) the number of
shares of Common Stock and the amount,  if any, or other  property  which at the
time would be received upon the exercise of this Warrant.

         (k) NOTICES OF RECORD  DATE.  In the event of any fixing by the Company
of a record date for the holders of any class of  securities  for the purpose of
determining  the holders thereof who are entitled to receive any dividend (other
than a cash dividend) or other distribution, any shares of Common Stock or other
securities, or any right to subscribe for, purchase or otherwise acquire, or any
option  for the  purchase  of,  any  shares  of stock of any  class or any other
securities or property, or to receive any other right, the Company shall mail to
the Holder at least  thirty  (30) days prior to the date  specified  therein,  a
notice specifying the date on

                                       10

<PAGE>


which  any  such  record  is to be  taken  for the  purpose  of  such  dividend,
distribution  or  rights,  and  the  amount  and  character  of  such  dividend,
distribution or right.

         (l) MERGER,  CONSOLIDATION,  ETC. In case of any capital reorganization
or any  reclassification  of the capital  stock of the Company or in case of the
consolidation or merger of the Company with another  corporation (or in the case
of any sale,  transfer,  or other  disposition to another  corporation of all or
substantially all the property,  assets, business, and goodwill of the Company),
the Holder of this Warrant shall thereafter be entitled to purchase the kind and
amount of shares of capital  stock  which this  Warrant  entitled  the Holder to
purchase immediately prior to such capital  reorganization,  reclassification of
capital stock, consolidation,  merger, sale, transfer, or other disposition; and
in any such case appropriate adjustments shall be made in the application of the
provisions of this Section 6 with respect to rights and interests  thereafter of
the Holder of this  Warrant  to the end that the  provisions  of this  Section 6
shall thereafter be applicable, as near as reasonably may be, in relation to any
shares  or other  property  thereafter  purchasable  upon the  exercise  of this
Warrant.

         (m) FRACTIONAL  SHARES.  No certificate for fractional  shares shall be
issued upon the exercise of this Warrant.

         (n)  RIGHTS OF THE  HOLDER.  The  Holder of this  Warrant  shall not be
entitled to any rights of a shareholder of the Company in respect of any Warrant
Shares  purchasable upon the exercise hereof until such Warrant Shares have been
paid for in full and issued to it. As soon as  practicable  after such exercise,
the Company shall deliver a certificate or  certificates  for the number of full
shares of Common Stock  issuable  upon such  exercise,  to the person or persons
entitled to receive the same.

         (o)  FUTURE  PRICED  SECURITIES  LIMITATION.  Notwithstanding  anything
contained herein to the contrary, the aggregate number of shares of Common Stock
issued upon conversion and exercise of the Future Priced  Securities (as defined
below)  cannot equal or exceed 20% of the Common Stock  outstanding  immediately
before the issuance of a Future Priced Security, unless the Company has obtained
prior shareholder approval for such issuance.  In the event the aggregate number
of shares of Common Stock that would be issued upon  conversion  and exercise of
the  Future  Priced  Securities  equals or exceeds  20% of the  Common  Stock so
outstanding, and the Company has failed to obtain prior shareholder approval for
such  issuance,  then the number of shares of Common  Stock which the holders of
the Future Priced Securities would be entitled to acquire through the conversion
and  exercise  of the Future  Priced  Securities  shall be reduced on a pro rata
basis (in  proportion  to a fraction,  the numerator of which shall be the total
number of  shares of Common  Stock  issuable  to the  holder of a Future  Priced
Security upon exercise and conversion of such holder's  Future Priced  Security,
and the  denominator of which shall be the aggregate  number of shares of Common
Stock  issuable  upon  exercise  and  conversion  of all of  the  Future  Priced
Securities) so that the aggregate number of shares of Common Stock issuable upon
exercise and conversion of the Future Priced Securities does not equal or exceed
20% of the Common Stock outstanding  immediately  before the first issuance of a
Future Priced Security. For purposes of this Warrant, "Future Priced Securities"
shall mean the Warrants and Common  Shares of the Company  issued in  connection
with the transactions contemplated by the Purchase Agreement.


                                       11

<PAGE>


7.       REPRESENTATIONS AND WARRANTIES.

                  The Holder,  by  acceptance of this  Warrant,  represents  and
warrants to, and covenants and agrees with, the Company as follows:

                  (a) The Warrant is being acquired for the Holder's own account
for  investment  and not with a view toward resale or  distribution  of any part
thereof,  and the Holder has no  present  intention  of  selling,  granting  any
participation in, or otherwise distributing the same.

                  (b) The  Holder is aware that the  Warrant  is not  registered
under  the Act or any  state  securities  or blue sky  laws  and,  as a  result,
substantial  restrictions  exist  with  respect  to the  transferability  of the
Warrant and the Warrant Shares to be acquired upon exercise of the Warrant.

                  (c) The Holder is an  accredited  investor  as defined in Rule
501(a) of Regulation D under the Act and is a  sophisticated  investor  familiar
with the type of risks  inherent in the  acquisition  of securities  such as the
Warrant,  and its  financial  position  is such that it can afford to retain the
Warrant  and the  Warrant  Shares  for an  indefinite  period  of  time  without
realizing any direct or indirect cash return on this investment.

8.       NO IMPAIRMENT

                  The  Company  shall  not  by  any  action  including,  without
limitation,   amending  its   certificate  of   incorporation   or  through  any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities  or any other  voluntary  action,  avoid or seek to avoid the
observance or performance  of any of the terms of this Warrant,  but will at all
times in good  faith  assist in the  carrying  out of all such  terms and in the
taking of all such  actions as may be necessary  or  appropriate  to protect the
rights of Holder  against  impairment.  Without  limiting the  generality of the
foregoing,  the  Company  will (a) not  increase  the par value of any shares of
Common  Stock  receivable  upon the  exercise of this  Warrant  above the amount
payable  therefor upon such exercise  immediately  prior to such increase in par
value,  (b) take all such actions as may be necessary  or  appropriate  in order
that the Company may  validly  and  legally  issue fully paid and  nonassessable
shares of Common Stock upon the exercise of this  Warrant,  and (c) use its best
efforts to obtain  all such  authorizations,  exemptions  or  consents  from any
public regulatory body having jurisdiction thereof as may be necessary to enable
the Company to perform its obligations  under this Warrant.  Upon the request of
Holder,  the  Company  will at any  time  during  the  period  this  Warrant  is
outstanding  acknowledge  in  writing,  in  form  satisfactory  to  Holder,  the
continuing  validity  of  this  Warrant  and  the  obligations  of  the  Company
hereunder.

9.       SUPPLYING INFORMATION

                  The  Company  shall  cooperate  with Holder and each holder of
Warrant Shares in supplying such information pertaining to the Company as may be
reasonable  necessary  for such  Holder  and each  holder of  Warrant  Shares to
complete  and  file any  information  reporting  forms  presently  or  hereafter
required  by the  Securities  and  Exchange  Commission  as a  condition  to the
availability of an exemption from the Act for the sale of Warrant Shares.


                                       12
<PAGE>


10.      LIMITATION OF LIABILITY

                  No provision hereof,  in the absence of affirmative  action by
Holder to purchase  shares of Common  Stock,  and no  enumeration  herein of the
rights or  privileges  of Holder  hereof,  shall give rise to any  liability  of
Holder for the  purchase  price of any Common Stock or as a  stockholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

11.      MISCELLANEOUS.

                  (a) TRANSFER TAXES; EXPENSES. The Holder shall pay any and all
underwriters' discounts, brokerage fees, and transfer taxes incident to the sale
or  exercise  of this  Warrant  or the sale of the  underlying  shares  issuable
thereunder,  and shall pay the fees and  expenses  of any special  attorneys  or
accountants retained by it.

                  (b)  SUCCESSORS  AND ASSIGNS.  Subject to compliance  with the
provisions  of Section 3, this  Warrant and the rights  evidenced  hereby  shall
inure to the benefit of and be binding  upon the  successors  of the Company and
the  successors  and  assigns of Holder.  The  provisions  of this  Warrant  are
intended to be for the benefit of all Holders from time to time of this Warrant,
and shall be enforceable by any such Holder.

                  (c)  NOTICE.  Any notice or other  communication  required  or
permitted to be given to the Company  shall be in writing and shall be delivered
by certified mail with return  receipt or delivered in person  against  receipt,
addressed to the Company as follows:


                           Workstream Inc.
                           495 March Road, Suite 300,
                           Ottawa, Ontario, Canada K2K-3G1
                           Attn:  Chairman

                  (d) GOVERNING LAW. This Warrant  Certificate shall be governed
by, and  construed in accordance  with,  the laws of the Province of Ontario and
the Country of Canada applicable therein,  without reference to the conflicts of
laws.

                  IN  WITNESS  WHEREOF,  the  Company  has caused  this  Warrant
Certificate to be duly executed as of the date set forth below.

                                     WORKSTREAM INC.


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


Date:  May 30, 2003

                                       13

<PAGE>


                           FORM OF EXERCISE OF WARRANT


     The  undersigned  hereby  elects to  exercise  this  Warrant as to ________
Common Shares covered thereby.

     Enclosed herewith is a bank or certified check in the amount of $________.

Date:
-------------------------                   -------------------------
                                            Name:
                                            Address:




                                            Signature
                                            Guarantor:
                                            -------------------------


                                       14




<PAGE>



                                   SCHEDULE A


                                 WARRANT HOLDERS


NAME


Countrywide Partners LLC

Platinum Value Arbitrage Fund, LP



                                       15