EMPLOYMENT AGREEMENT

         THIS AGREEMENT is made as of the 22nd day of September, 2004.

BETWEEN:

                DAVID POLANSKY
                of the City of Orlando, Florida, 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 and Employee entered into an Employment Agreement on the 5th
      of May 2003 and

B.    The Employer wishes to extend the terms of the Employment Agreement beyond
      the current term, and

C.    The Employee wishes to extend the terms of the Employment Agreement beyond
      the current term.

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.    "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;

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      2.    "Chief Financial Officer" shall mean the chief financial officer of
            the recruiting software operation of the Employer;

      3.    "Court" shall mean a Court of competent jurisdiction;

      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 Financial 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 Chief Financial Officer of
                  the Employer; and

            2.2.2 such other duties as required.

      2.3   In connection with the Employee's employment by the Employer, the
            Employee shall be based at the offices of the Employer located in
            Orlando, Florida except for reasonably required travel on the
            Employer's business.

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 initial one (1) year Term or any one (1) year
            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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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. The Employee shall be entitled to receive a
                  salary, not less than $160,000.00(U.S.) per year, retroactive
                  to June 1, 2004.

            1.1.2 Bonuses. In addition to the base salary specified in section
                  4.1.1 the Employee shall be entitled to receive a $90,000.00
                  performance bonus based on certain targets being achieved.
                  These targets will be mutually agreed to by the Parties.

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

            5.1.1 Vacation. The Employee shall be entitled to vacation time of
                  three weeks. Such vacation time shall be used at times
                  mutually agreeable to the Employee and the Employer.

            5.1.2 Car Allowance. The Employee shall be entitled to receive a car
                  allowance in the amount of $500.00 per month.

            5.1.3 Other Benefits. The Employee shall be entitled to participate
                  in all health benefit plans that the Employer provides at no
                  cost to the Employee.

            5.1.4 Expenses. The Employer shall reimburse the Employee for all
                  reasonable and necessary business expenses, including but not
                  limited to cellular phone 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.

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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.

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 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.

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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) month prior written notice to the Employer, which
                  the Employer may waive, in whole or in part;

           10.1.2 by the Employer in its absolute discretion, on giving the
                  Employee payment of the equivalent of three (3) 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 for cause on giving the Employee payment of
                  the equivalent of one (1) month salary, benefits and
                  entitlements. 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:

               10.1.3.1 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;

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

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

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

               10.1.3.5 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

               10.1.3.6 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
            10.1.3 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 and 10.1.3 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 under applicable United States federal or state law .

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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 American Arbitration Association's National Rules
            for the Resolution of Employment Disputes in effect at the time of
            the arbitration demand, in accordance with the following:

                 12.3.1 the reference to arbitration shall be to one (1)
                        arbitrator.

                 12.3.2 any such arbitration 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 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.
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                 12.3.3 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.
                        Judgment 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.

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 the Province of Ontario.

19.   HEADINGS

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

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20.   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.

21.   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.

22.   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.

23.   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


K.M. Dobbs                              /s/ David Polansky
-----------------------------------     ----------------------------------------
Witness                                 David N. Polansky

                                        WORKSTREAM INC.


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