GUARANTY

This Guaranty is made this 29th day of August 2008, by such Guarantors listed on the signature pages hereof (collectively, jointly and severally, “ Guarantors ”, and each, individually, a “ Guarantor ”), in favor of __________________ (together with its successors and assigns, “ Noteholder ”).

WHEREAS , pursuant to that certain Exchange Agreement dated as of August 29, 2008 (as amended, restated, supplemented, or otherwise modified from time to time, including all schedules thereto, the “ Exchange Agreement ”) by and between Workstream Inc., a corporation existing pursuant to the Canada Business Corporations Act (“ Parent ”), and Noteholder, Parent has agreed to exchange Noteholder’s Special Warrant and 2007 Warrant for the Note and the Warrant;

WHEREAS , each Guarantor is a direct or indirect wholly-owned Subsidiary of Parent and will receive direct and substantial benefits from such exchange;

WHEREAS , in order to induce Noteholder to so exchange its Special Warrant and 2007 Warrant for the Note and the Warrant, as provided for in the Exchange Agreement, Guarantors have agreed to jointly and severally guaranty all of Parent’s obligations under and with respect to the Note; and

WHEREAS , in connection herewith, Guarantors, Parent and Noteholder have entered into that certain Security Agreement dated of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, including all schedules thereto, the “ Security Agreement ”), pursuant to which Guarantors and Parent (Guarantors and Parent, collectively, “ Obligors ” and each, individually, an “ Obligor ”) have granted Noteholder continuing security interests in all assets of each Obligor, as more fully set forth in the Security Agreement.

NOW, THEREFORE , for and in consideration of the recitals made above and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, each Guarantor hereby agrees as follows:

1.   Definitions . All capitalized terms used herein that are not otherwise defined herein shall have the meanings given them in the Security Agreement.

2.   Guaranteed Obligations . Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Noteholder the due and punctual payment in full of all of the present and future payment and performance obligations of each Obligor arising under the Exchange Agreement, any and all Notes payable to Noteholder, the Security Agreement, and the other Transaction Documents (as defined in the Notes), including, without duplication, reasonable attorneys’ fees and expenses and any interest, fees, or expenses that accrue after the filing of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any Insolvency Proceeding (collectively, the “ Guaranteed Obligations ”).

3.   Guarantors’ Representations and Warranties . Each Guarantor represents and warrants to Noteholder that such Guarantor expects to derive substantial benefits from the exchange of Noteholder’s Special Warrant and 2007 Warrant for a Note and a Warrant and the other transactions contemplated hereby. Noteholder may rely conclusively on a continuing warranty, hereby made, that such Guarantor continues to be benefited by this Guaranty and Noteholder shall have no duty to inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by Noteholder without regard to the receipt, nature or value of any such benefits.

4.   Unconditional Nature . No act or thing need occur to establish any Guarantor’s liability hereunder, and no act or thing, except full payment and discharge of all of the Guaranteed Obligations, shall in any way exonerate any Guarantor hereunder or modify, reduce, limit or release any Guarantor’s liability hereunder. This is an absolute, unconditional and continuing guaranty of payment of the Guaranteed Obligations and shall continue to be in force and be binding upon each Guarantor until the termination of this Guaranty pursuant to Section 12 hereunder.

5.   Subrogation . No Guarantor will exercise or enforce any right of contribution, reimbursement, recourse or subrogation available to such Guarantor as to any of the Guaranteed Obligations, or against any Person liable therefor, or as to any collateral security therefor, unless and until all of the Guaranteed Obligations shall have been indefeasibly paid in full and discharged.

6.   Enforcement Expenses . Each Guarantor shall pay or reimburse Noteholder for all reasonable costs, expenses and attorneys’ fees paid or incurred by Noteholder in endeavoring to collect and enforce the Guaranteed Obligations and in enforcing this Guaranty.

7.   Obligations Absolute . Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than the indefeasible payment in full and discharge of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees that none of its obligations hereunder shall be affected or impaired by any of the following acts or things (which Noteholder is expressly authorized to do, omit or suffer from time to time, without consent or approval by or notice to any Guarantor): (a) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Guaranteed Obligations; (b) one or more extensions or renewals of the Guaranteed Obligations (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to any of the Guaranteed Obligations or any amendment or modification of any of the terms or provisions of any of the Transaction Documents; (c) any waiver or indulgence granted to Parent or any other Obligor, any delay or lack of diligence in the enforcement of the Guaranteed Obligations, or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Guaranteed Obligations; (d) any full or partial release of, compromise or settlement with, or agreement not to sue, Parent, any other Obligor or any other Person liable in respect of any of the Guaranteed Obligations; (e) any release, surrender, cancellation or other discharge of any evidence of the Guaranteed Obligations or the acceptance of any instrument in renewal or substitution therefor; (f) any failure to obtain collateral security (including rights of setoff) for the Guaranteed Obligations, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security; (g) any collection, sale, lease or disposition of,