AGREEMENT AND GENERAL RELEASE

Release Agreement

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This Release Agreement involves

WORKSTREAM INC

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Title: AGREEMENT AND GENERAL RELEASE
Date: 2/21/2008
Industry: Business Services Sector: Services

Exhibit 10.1

AGREEMENT AND GENERAL RELEASE

Workstream, Inc. (“Employer”) and Philip L Oreste, his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement as “Employee”), agree that:

Last Day of Employment . Employee’s last day of active employment with Employer was February 15, 2008.

Consideration . In consideration for signing this Agreement, complying with its terms, and not revoking this Agreement during the revocation period set forth below, Employer agrees to pay to Employee:

The equivalent of three months salary, sixty two thousand and five hundred dollars ($62,500.00) as follows: Workstream will issue (3) monthly checks in the amount of Twenty Thousand Eight Hundred Thirty Three Dollars and 33 cents ($20,833.33) per check. The first check will be issued no later than the first day of the first month following the later of (i) Employer’s receipt of a signed original of this Agreement, or (ii) the expiration of the Revocation Period referenced below without Employee having revoked this Agreement during the Revocation Period, and each subsequent check will be issued no later than the first day of the month for the next three months. Workstream shall issue an IRS form 1099 at the end of the year to Phil Oreste. Workstream makes no representation as to the taxability of the amounts paid to Phil Oreste. Phil Oreste agrees to pay federal or state taxes, if any, which are required by law to be paid with respect to this amount. Moreover, Phil Oreste agrees to indemnify Workstream and hold it harmless from any interest, taxes or penalties assessed against it by any governmental agency as a result of the non-payment of taxes on any amounts paid to and legally due by Phil Oreste under the terms of this Agreement;

30, 000 Restricted Stock Units which will be 100% vested upon signature of these conditions;

Workstream agrees to pay health insurance coverage for Phil Oreste ’s family through December 31, 2008;

Outstanding travel and expense reimbursement in accordance with the Workstream travel policy provided the expenses are submitted for processing no later than 30 days from the date of this agreement;

Outplacement assistance premium package through Allen and Associates;

Membership to 6FigureJobs.com for 12 months; and

Workstream waives its right to enforce any non-competition provisions of any agreements between Workstream and Phil Oreste.

No Consideration Absent Execution of this Agreement . Employee understands and agrees that Employee would not receive the monies and/or benefits specified in paragraph “2” above, except for Employee’s execution of this Agreement, his fulfillment of the promises contained herein, and the expiration of the revocation period without Employee revoking this Agreement.

General Release of All Claims . Employee knowingly and voluntarily releases and forever discharges Employer, its parent corporation, affiliates, subsidiaries, divisions, predecessors, insurers, successors and assigns, and their current and former employees, attorneys, officers, directors and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries (collectively referred to throughout the remainder of this Agreement as “Releasees”), of and from any and all claims, known and unknown, asserted or unasserted, which the Employee has or may have against Releasees as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of:

The National Labor Relations Act;

Title VII of the Civil Rights Act;

Sections 1981 through 1988 of Title 42 of the United States Code;

The Employee Retirement Income Security Act (except for any vested benefits under any tax qualified benefit plan);

The Immigration Reform and Control Act;

The Americans with Disabilities Act;

The Age Discrimination in Employment Act;

The Occupational Safety and Health Act;

The Workers Adjustment and Retraining Notification Act;

The Fair Credit Reporting Act;

The Uniformed Services Employment and Reemployment Rights Act;

Worker Adjustment and Retraining Notification Act;

Employee Polygraph Protection Act;

The employee (whistleblower) civil protection provisions of the Corporate and Criminal Fraud Accountability Act (Sarbanes-Oxley Act);

California Fair Employment and Housing Act - Cal. Gov’t Code § 12900 et seq.;

Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers Compensation Claim - Cal. Lab. Code §132a (1) to (4);

California Unruh Civil Rights Act - Civ. Code § 51 et seq.;

California Sexual Orientation Bias Law - Cal. Lab. Code §1101 et seq.;

California AIDS Testing and Confidentiality Law - Cal. Health & Safety Code §199.20 et seq.;

California Confidentiality of Medical Information - Cal. Civ. Code §56 et seq.;

California Smokers’ Rights Law - Cal. Lab. Code §96;

California Parental Leave Law - Cal. Lab. Code §230.7 et seq.;

California Apprenticeship Program Bias Law - Cal. Lab. Code §3070 et seq.;

California Equal Pay Law - Cal. Lab. Code §1197.5 et seq.;

California Whistleblower Protection Law - Cal. Lab. Code § 1102-5(a) to (c);

California Military Personnel Bias Law - Cal. Mil. & Vet. Code §394 et seq.;

California Family Rights Act Leave - Cal. Gov’t Code §12945;

California Kin Care Leave - Cal.Lab.Code §233;

California Parental Leave for School Visits Law - Cal. Lab. Code §230.7 et seq.;

California Electronic Monitoring of Employees - Cal. Lab. Code §435 et seq.;

Cal/OSHA law, as amended;

California Consumer Reports: Discrimination Law - Cal. Civ. Code §1786.10 et seq.;

California Political Activities of Employees Act - Cal. Lab. Code §1101 et seq.;

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