EXHIBIT 10.11

                              EMPLOYMENT AGREEMENT
                              --------------------


         THIS AGREEMENT is made as of the 27th day of January, 2003


BETWEEN:
                           MICHAEL MULLARKEY,
                           of the City of Lake Forest, Illinois, USA

                           (hereinafter referred to as the "Employee")

AND:

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

                           (hereinafter referred to as the "Employer")

WHEREAS:

A.       The Employer wishes to employ the Employee and the Employee wishes to
         serve the Employer upon the terms and subject to the conditions herein
         contained.

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.   DEFINITIONS

In this agreement, unless the context otherwise specifies or requires, the
following terms shall have the following meanings:

     1.1  "AGREEMENT", "HERETO", "HEREIN", "HEREOF", "HEREUNDER" and similar
          expressions refer to this Agreement and not to any particular section
          or any particular portion of this Agreement and includes all schedules
          attached to this Agreement;

     1.2  "CHIEF EXECUTIVE OFFICER" shall mean the chief executive officer of
          the employer;

     1.3  "COURT" shall mean a Court of competent jurisdiction; and


<PAGE>

     1.4  "PARTIES" shall mean the Parties to this Agreement and "Party" shall
          mean one of the Parties to this Agreement.

2.   EMPLOYMENT

     2.1  The Employer agrees to employ the Employee and the Employee agrees to
          act as Chief Executive Officer or in such other employment as the
          Employer and the Employee may from time to time agree and the Employee
          agrees to serve the Employer upon the terms and subject to the
          conditions set out in this Agreement.

     2.2  The Employee specifically undertakes and agrees with the Employer that
          he shall be responsible for the following:

          2.2.1     for fulfilling the title and role of Chief Executive Officer
                    of the Employer; and

          2.2.2     such other duties as required.

3.   TERM

     3.1  The term of this Agreement shall be a period of one (1) year from the
          date on which this Agreement is signed (the "Term"). Unless written
          notice is given by either party at least ninety (90) days before the
          end of the one (1) year Term or any extension hereof, that they wish
          this Agreement to terminate at the end of that Term, this Agreement
          will be automatically extended by successive one (1) year terms. In
          the event that such notice is given by the Employer and not by the
          Employee and the Employer does not offer the Employee continued
          employment on terms and conditions comparable to those contained
          herein following the termination of this Agreement, such notice shall
          be deemed termination of Employee's employment other than for cause
          and the provisions of section 10 shall thereupon be applicable.

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<PAGE>


4.   REMUNERATION

     4.1  In consideration of the Employee's undertaking and the performance of
          the obligations contained in this Agreement, the Employer shall,
          unless otherwise agreed upon by all parties to this Agreement, pay and
          grant the following remuneration to the Employee:

          4.1.1     BASE  SALARY.  As set by the  Employer's  board of directors
                    (the  "Board") the  Employee  shall be entitled to receive a
                    salary, not less than $200,000.00 (U.S.) per year.

          4.1.2     BONUSES. In addition to the base salary specified in section
                    4.1.1 the  Employee  shall be entitled to receive a bonus of
                    $175,000.00. This bonus will be weighted as follows:


<TABLE>
<CAPTION>

                 ------------------ ---------------------- ------------------ ----------------------- ------------------
                 Performance          Minimum Level vs.      Achieves Plan         Exceeds Plan            Maximum
                 Measure                    Plan
                 ------------------ ---------------------- ------------------ ----------------------- ------------------
<S>                                <C>                    <C>                <C>                      <C>
                 Revenues vs. Plan         $10,000              $25,000              $35,000               $45,000
                 ------------------ ---------------------- ------------------ ----------------------- ------------------
                 Gross Profit              $10,000              $25,000              $35,000               $45,000
                 Margin vs. Plan
                 ------------------ ---------------------- ------------------ ----------------------- ------------------
                 EBITDA vs. Plan           $10,000              $25,000              $35,000               $45,000
                 ------------------ ---------------------- ------------------ ----------------------- ------------------
                 Individual                $10,000              $25,000              $35,000               $40,000
                 Objectives
                 ------------------ ---------------------- ------------------ ----------------------- ------------------
</TABLE>



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<PAGE>


4.1.3    BONUS PLAN


<TABLE>
<CAPTION>
            ------------------ ---------------------- ------------------ ----------------------- ------------------
            Performance            Minimum Level        Achieves Plan         Exceeds Plan            Maximum
            Measure
            ------------------ ---------------------- ------------------ ----------------------- ------------------
<S>                                 <C>                  <C>                   <C>                   <C>
            Revenues vs.            15% Growth           20% Growth            30% Growth           >40% Growth
            Last Fiscal Year
            End
            ------------------ ---------------------- ------------------ ----------------------- ------------------
            Gross Profit                25%                  30%                  35%                  >40%
            Margin vs. Last
            Fiscal Year End
            ------------------ ---------------------- ------------------ ----------------------- ------------------
            EBITDA                   Positive            $.05/Share            $.07/Share           >$.10/Share

            ------------------ ---------------------- ------------------ ----------------------- ------------------
            Individual           One Week Holiday         Two Weeks           Three Weeks           Four Weeks
            Objectives                                     Holiday              Holiday               Holiday
                                                                              Professional         Professional
                                                                           Development Course       Development
                                                                                                      Course
                                                                                                   International
                                                                                                     Business
                                                                                                 Development Trip*
            ------------------ ---------------------- ------------------ ----------------------- ------------------
</TABLE>


*    IT IS ENVISIONED THAT THIS TRIP TO PROMOTE THE COMPANY WOULD BE DONE
     OUTSIDE OF NORTH AMERICA.



          4.1.4     STOCK OPTIONS. In addition to the base salary outlined in
                    section 4.1.1 the Employee will be awarded 300,000 stock
                    options based on the closing price per share of the
                    Company's common stock as quoted on NASDAQ as of the date of
                    this agreement. The employee may, in the absolute discretion
                    of the Employer, participate in the Employer's stock option
                    plan that is in place from time to time, and receive
                    additional stock options as determined by the Board.

5.   BENEFITS

     5.1  In consideration of the Employee's undertaking and the performance of
          the obligations contained in this Agreement, the Employer shall,
          unless otherwise

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<PAGE>


          agreed upon by all parties to this Agreement, pay and grant the
          following benefits to the Employee:

          5.1.1     CAR ALLOWANCE. The Employee shall be entitled to receive a
                    car allowance in the amount of $800.00 per month.

          5.1.2     VACATION. The Employee shall be entitled to vacation time of
                    five weeks. Such vacation time shall be used at times
                    mutually agreeable to the Employee and the Employer. This
                    vacation is to be taken by the Employee without his wireless
                    devices.

          5.1.3     SICK LEAVE. The Employee shall be entitled to receive a
                    cumulative bank of 60 days sick leave.

          5.1.4     SHORT TERM DISABILITY. The Employee shall be entitled to
                    receive short term disability benefits set forth on a basis
                    consistent with the company practice generally in effect for
                    other executives of the Employer which benefits may be
                    amended by the Employer from time to time. These benefits
                    shall constitute an amount not less than 66.67% of the
                    Employee's monthly gross income to a maximum of $4,500 per
                    month. The Employer acknowledges that it has an obligation
                    to ensure that such benefits continue to be made available
                    through a third party benefit carrier or otherwise.

          5.1.5     LONG TERM DISABILITY. The Employee shall be entitled to
                    receive long term disability benefits set forth on a basis
                    consistent with the Employer's practice generally in effect
                    for other executives of the Employer which benefits may be
                    amended by the Employer from time to time. These benefits
                    shall constitute an amount not less than 66.67% of the
                    Employee's monthly gross income to a maximum to $4,500 per
                    month. The Employer acknowledges that it has an obligation
                    to ensure that such benefits continue to be made available
                    through a third party benefit carrier or otherwise.


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<PAGE>

          5.1.6     LIFE INSURANCE. The Employer agrees to pay the monthly
                    premium for term life insurance held by the Employee, for a
                    total life insurance amount of $5,000,000.

          5.1.7     OTHER BENEFITS. The Employee shall be entitled to receive
                    all benefits granted to prior Chief Executive Officers of
                    the Employer that are not specifically listed in this
                    Agreement, as well as, participation in all health benefit
                    plans which the Employer provides.

          5.1.8     EXPENSES. The Employer shall reimburse the Employee for all
                    reasonable and necessary business expenses upon the
                    presentation to the Employer of appropriate written
                    documentation and receipts.

6.   ATTENTION TO DUTIES

     The Employee shall devote his whole working time and attention to the
     Employer during the Term of this Agreement and will not engage in any other
     capacity or activity which, in the sole opinion of the Employer acting
     reasonably, would hinder or interfere with the performance of the duties of
     the Employee.

7.   CONFIDENTIALITY

     The parties acknowledge that in carrying out his duties under this
     Agreement, the Employee will have access to and become entrusted with
     confidential information regarding the business plans and operations of the
     Employer, computer systems and technology, unique methodology and other
     proprietary information. The Employee acknowledges that the right to
     maintain such detailed confidential information constitutes a proprietary
     right, which the Employer is entitled to protect. Accordingly, the Employee
     shall not, during the Term of this Agreement, or at any time thereafter,
     disclose any of such detailed confidential information, trade secrets or
     other private affairs of the Employer to any person or persons, firm,
     association or corporation, nor shall the Employee use the same for any
     purpose other than on behalf of the Employer.


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<PAGE>

8.   OWNERSHIP OF INVENTIONS

     8.1  The Employee shall promptly communicate and disclose to the Employer
          all inventions, improvements, modifications, discoveries, designs,
          formulae, methods and processes made, discovered or conceived by the
          Employee either alone or jointly with others, during the period of his
          employment with the Employer, providing the same relate to or are
          capable of being used by the corporation or any affiliate thereof in
          the normal course of their businesses.

     8.2  The Employee acknowledges and declares that all inventions,
          improvements, modifications, discoveries, designs, formulae, methods,
          processes, as are described in section 8.1 hereof, and all patents and
          patent applications relating thereto are the property of the Employer
          and hereby assigns to the Employer all of the right, title and
          interest of the Employee in any such inventions, improvements,
          modifications, discoveries, designs, formulae, methods and processes,
          and in any patents or patent applications relating thereto. The
          Employee shall execute all instruments and documents and do all such
          further acts and things as may be necessary or desirable, in the
          Employer's opinion to carry out the provisions of this section.

9.   NON-COMPETITION

     The Employee shall not, without prior written consent of the Employer for
     the period of his employment hereunder or for a period of one (1) year
     following the termination of this Agreement or any renewal hereof, for any
     reason be it for cause or not, either alone or in conjunction with any
     individual, firm, corporation, association or any entity, except for the
     Employer, whether as principal, agent, shareholder, employee or in any
     other capacity whatsoever, perform the duties of or provide the services as
     are described in section 2.2 hereof in a business which competes with the
     Employer, within any geographical location where the Employer has carried
     on business or expended time and personnel and financial resources or been
     involved in any capacity in any business. Furthermore, the Employee also
     agrees that upon the termination of his employment he will not attempt to
     hire or encourage to leave their employ, any of the Employer's other
     employees, provided, however, that the Employee shall not be precluded from
     competing with the business of the Employer in the event of a termination
     of Employee's employment as a result of a material breach by the Employer
     of the provisions of this Agreement or in the event that Employee's
     employment is terminated by the Employer other

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<PAGE>

     than for cause, unless the Employer provides the applicable compensation
     and benefits set out in section 10 hereof in which case, the Employee shall
     be precluded from competing until such time as such compensation and
     benefits are terminated.

10.  TERMINATION

     10.1 The parties understand and agree that employment pursuant to this
          Agreement may be terminated during the Term in the following manner in
          the specified circumstances:

          10.1.1    by the Employee for any reason, on the giving of not less
                    than one (1) months prior written notice to the Employer,
                    which the Employer may waive, in whole or in part;

          10.1.2    by the Employer within three (3) months of the signing of
                    this Agreement, in its absolute discretion, on giving the
                    Employee payment of the equivalent of twelve (12) months
                    salary, benefits and entitlements in lieu thereof, along
                    with all salary or entitlements to which the Employee is
                    entitled in accordance with any relevant statute, or this
                    Agreement, whichever is greater, including termination pay,
                    severance pay, unpaid vacation pay, if applicable and all
                    salary and benefits due to that date. The payment
                    representing this amount shall be paid within thirty (30)
                    days from notice provided herein;

          10.1.3    by the Employer upon or after six (6) months of the signing
                    of this Agreement and prior to twelve(12) months of the
                    signing of this Agreement, in its absolute discretion, on
                    giving the Employee payment of the equivalent of six (6)
                    months salary, benefits and entitlements in lieu thereof,
                    along with all salary or entitlements to which the Employee
                    is

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<PAGE>

                    entitled in accordance with any relevant statute, or this
                    Agreement, whichever is greater, including termination pay,
                    severance pay, unpaid vacation pay, if applicable and all
                    salary and benefits due to that date. The payment
                    representing this amount shall be paid within thirty (30)
                    days from notice provided herein;

          10.1.4    by the Employer upon or after twelve (12) months of the
                    signing of this Agreement, in its absolute discretion, on
                    giving the Employee payment of the equivalent of twelve (12)
                    months salary, benefits and entitlements in lieu thereof,
                    along with all salary or entitlements to which the Employee
                    is entitled in accordance with any relevant statute, or this
                    Agreement, whichever is greater, including termination pay,
                    severance pay, unpaid vacation pay, if applicable and all
                    salary and benefits due to that date. The payment
                    representing this amount shall be paid within thirty (30)
                    days from notice provided herein;

          10.1.5    by the Employer without notice or payment in lieu thereof
                    for cause. The parties agree that for the purposes of this
                    Agreement, "cause" shall include, but shall not be limited
                    to, the following, and that the Employee shall be terminated
                    without notice or payment in lieu thereof for such cause:

                    10.1.5.1  any material breach of the provisions of this
                              Agreement or of the established policies of the
                              Employer known to the Employee in the performance
                              of his duty under this Agreement;

                    10.1.5.2  consistent poor performance of the Employee's
                              part, after being advised as to the standard
                              reasonably required;

                    10.1.5.3  any intentional or negligent disclosure of any
                              confidential information as described in section 7
                              hereof, by the Employee;


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<PAGE>

                    10.1.5.4  in carrying out his duties hereunder, the
                              Employee; (i) has been grossly negligent, or (ii)
                              has committed willful gross misconduct;

                    10.1.5.5  personal conduct on the Employee's part which is
                              of such a serious and substantial nature that, as
                              determined in the sole discretion of the Employer,
                              it would injure the reputation of the Employer if
                              the Employee is retained as an Employee; or

                    10.1.5.6  any and all omissions, commissions or other
                              conduct which would constitute cause at law, in
                              addition to the specified causes.

     10.2 The Parties understand and agree that the giving of notice or the
          payment of termination pay, and severance pay, as required by the
          Employer to the Employee on termination shall not prevent the Employer
          from alleging cause for the termination.

     10.3 The Employee authorizes the Employer to deduct from any payment, any
          amounts properly owed to the Employer by the Employee by reason of
          advances, loans or in recommence for damages to or loss of the
          Employer's property and equipment, save only that this provision shall
          be applied so as not to conflict with any applicable legislation.

11.  RESULTS OF TERMINATION

     11.1 If this Agreement is terminated for cause, as described in section
          10.1.5 hereof, the Employee shall be entitled to receive his
          remuneration to the date of such termination for cause, including any
          and all vacation pay earned to date.

     11.2 If this Agreement is terminated upon written notice as described in
          paragraphs 10.1.1, 10.1.2, 10.1.3 and 10.1.4 hereof, the Employer
          shall pay to the Employee to the end of the notice period his salary
          and at the end of the date terminating the notice provision, the
          Employer shall pay to the Employee vacation pay equivalent and any
          other monies due pursuant to the provisions of the EMPLOYMENT
          STANDARDS ACT, R.S.O. 1990, c. E.14., as amended.


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<PAGE>


12.  MEDIATION/ARBITRATION

     12.1 Should any dispute or disagreement of any kind arise at any time; (i)
          the rights and liabilities of the Parties hereof or with respect to
          the interpretation, validity, construction, meaning, performance,
          effect or application of this Agreement, as amended from time to time;
          or (ii) between the Employer and the Employee, the Parties agree that
          good faith negotiations shall take place between the Employer and the
          Employee. If such good faith negotiations have not resolved the
          dispute or disagreement within a reasonable period of time, either
          Party may request a mediation between the Parties, or either Party may
          refer the dispute or disagreement directly to arbitration without
          going to mediation.

     12.2 The mediator shall be agreed upon by the both Parties. In the event
          that the Parties are unable to agree upon the mediator, the dispute or
          disagreement shall be referred to arbitration in accordance with this
          clause.

     12.3 All discussions before the mediator shall be non-binding, confidential
          and without prejudice to the position of either Party. The Parties
          agree that if the mediation process does not result in a satisfactory
          solution of the dispute or disagreement after the lesser of either;
          (a) ten (10) hours of mediation, or (b) thirty (30) days from the
          commencement of the mediation, then either Party may refer the dispute
          or disagreement to arbitration pursuant to the provisions of the
          ARBITRATION ACT, 1991, S.O. 1991, c. 17 (the "ARBITRATION ACT"), as
          amended and in accordance with the following:

          12.3.1    the reference to arbitration shall be to one (1) arbitrator.
                    If the Parties cannot agree on a choice of arbitrator within
                    ten (10) days from the expiry of the mediation process as
                    herein provided, any Party may apply to the


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<PAGE>


                    Ontario Superior Court of Justice for the appointment of an
                    arbitrator as provided for in Section 10 of the ARBITRATION
                    ACT;

          12.3.2    if the arbitrator has allowed his/her/its time or extended
                    time from making any award, as provided in the ARBITRATION
                    ACT, to expire without making any award, any Party to the
                    arbitration may apply to the Ontario Superior Court of
                    Justice or to a Judge thereof to appoint any umpire who
                    shall have the like power to act in reference and to make an
                    award as if he/she/it had been duly appointed by all the
                    Parties to the submission and by the consent of all the
                    Parties thereto;

          12.3.3    if any umpire is appointed pursuant to the foregoing
                    subsection 12.3.2, such umpire shall make his award within
                    three (3) months after the original or extended time
                    appointed for making the award of the arbitrator has expired
                    or on or before any later date to which the Parties to the
                    reference by any writing signed by them may from time to
                    time agree to enlarge the time for making the award, or if
                    the Parties have not agreed, then within such time as the
                    Court or Judge who appointed such umpire may deem proper;

          12.3.4    any such arbitration or reference to an umpire shall be held
                    in the City of Ottawa. The arbitration shall be completely
                    private. The arbitrator shall fix the appropriate procedures
                    which may include an oral hearing. The issue or issues to be
                    decided by the arbitrator shall be defined in an arbitration
                    agreement filed on consent by the aggrieved party. In the
                    event the Parties to the arbitration shall be unable to
                    agree upon the issue or issues to be decided by the
                    arbitrator in any arbitration pursuant to this paragraph,
                    the arbitrator shall have jurisdiction to determine the
                    issue or issues to be so decided. The Employee shall do all
                    such acts and thing as are necessary to enable the
                    arbitrator to make a proper finding respecting the matters
                    in issue. The arbitrator may order interest on any award and



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<PAGE>

                    the arbitrator may award costs to either Party. In the
                    absence of any award of costs, each of the Parties shall
                    bear their own costs of any arbitration pursuant to this
                    paragraph and one-half of the cost of the arbitrator. The
                    arbitrator shall be strictly bound by legal principals and
                    the general nature of this Agreement in rendering
                    his/her/its decision.

           12.3.5   The Parties agree that good faith negotiations, mediation
                    and arbitration shall all be without recourse to the Courts.
                    The award of the arbitrators shall be final and binding,
                    except that either Party may appeal an arbitration award to
                    the Courts on a question of law. Judgement upon the award
                    rendered by the arbitrator may be entered in any Court
                    having jurisdiction.

13. RIGHT TO INJUNCTIVE RELIEF

     As a violation by the Employee of the provisions of paragraphs 7 and 9
     hereof could cause irreparable injury to the Employer and there is no
     adequate remedy at law for such violation, the Employer shall have the
     right, in addition to any other remedies available to it at law or in
     equity, to enjoin the Employee in a court of equity from violating such
     provisions. The provisions of paragraphs 7 and 9 hereof shall survive the
     termination of this Agreement.

14.  ASSIGNMENT OF RIGHTS

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

15.  CURRENCY

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

16.  AMENDMENT OF AGREEMENT

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


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<PAGE>

17.  TIME OF ESSENCE

     Time shall be of the essence hereof.

18.  GOVERNING LAW

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

19.  ATTORNMENT

     The parties hereby irrevocably attorn and submit to the non-exclusive
     jurisdiction of the Courts of the Province of Ontario with respect to any
     matter arising under or related to this Agreement.

20.  HEADINGS

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

21.  SEVERABILITY

     The invalidity or unenforceability of any provision of this Agreement will
     not affect the validity or enforceability of any other provision hereof and
     any such invalid or unenforceable provision will be deemed to be severable.

22.  ENTIRE AGREEMENT This Agreement constitutes the entire agreement between

     the parties and supersedes all prior and contemporaneous agreements,
     understandings and discussions, whether oral or written, and there are no
     other warranties, agreements or representations between the parties except
     as expressly set forth herein.

23.  AGREEMENT BINDING This Agreement shall enure to the benefit of and be

     binding upon the parties hereto and their respective personal
     representatives, executors, administrators, successors and assigns.


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<PAGE>

24. INDEPENDENT LEGAL ADVICE

     The Employee acknowledges that he has read and understands the Agreement
     and acknowledges that he has had the opportunity to obtain independent
     legal advice regarding the terms of the Agreement and their legal
     consequences.

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

SIGNED, SEALED & DELIVERED


/s/ Tammie Brown                            /s/ Michael Mullarkey
------------------------------------        -------------------------
Witness                                     Michael Mullarkey



                                           WORKSTREAM INC.
                                           AUDIT COMMITTEE CHAIRMAN


                                           Per: /S/ MATTHEW EBBS
                                           Title: Audit Committee Chairman


                                           WORKSTREAM INC.
                                           PAUL HAGGARD


                                           Per: /S/ PAUL HAGGARD
                                           ----------------------------------
                                           Title: Chief Financial Officer



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