As filed with the Securities and Exchange Commission on September 26, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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WORKSTREAM INC.
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(Exact name of Registrant as specified in its charter)

Canada N/A
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

495 March Road
Suite 300
Ottawa, Ontario, Canada K2K 3G1
(613) 270-0619
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(Address and telephone number of registrant's principal executive offices)

David Polansky
2600 Lake Lucien Drive
Suite 235
Maitland, FL 32751
(407) 475-5500
(Name, address and telephone number of agent for service)

with a copy to:

Michael A. Gerrior, Esquire Larry P. Laubach, Esquire
Perley-Robertson, Hill & McDougall LLP Cozen O'Connor
90 Sparks Street, 4th Floor 1900 Market Street
Ottawa, Ontario KIP1E2 Philadelphia, Pennsylvania 19103
(613) 238-2022 (215) 665-4666

Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of the registration statement.

If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE
- ---------------------------- ------------------------- -------------------------- ------------------------- ----------------------
Proposed Proposed
Maximum Maximum
Title of each class Amount Aggregate Aggregate Amount of
of securities to be Price Per Offering Registration
to be registered registered(1)(2) Share(3) Price(3) Fee(3)
- ---------------------------- ------------------------- -------------------------- ------------------------- ----------------------

Common shares,
no par value 1,900,003 $1.645 $3,125,504.94 $252.85
- ---------------------------- ------------------------- -------------------------- ------------------------- ----------------------

(1) Includes (a) 500,001 common shares being registered for resale
upon the exercise of warrants and (b) 1,400,002 common shares
being registered for resale by various shareholders.

(2) This registration statement also covers an indeterminate
number of common shares that may be issued by reason of stock
splits, stock dividends or similar transactions in accordance
with Rule 416 of the Securities Act of 1933.

(3) Calculated pursuant to Rule 457(c) under the Securities Act of
1933 based upon the average of the high and low prices of our
common shares reported on the Nasdaq Small Cap Market on
September 23, 2003.

The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

PROSPECTUS

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Subject to Completion, dated September 26, 2003

WORKSTREAM INC.

1,900,003 COMMON SHARES

This prospectus relates to the public offering, which is not being
underwritten, of 1,900,003 of our common shares, 1,400,002 of which are
outstanding and 500,001 of which may be issued as the result of the exercise of
warrants, held by certain shareholders of Workstream Inc. The prices at which
such shareholders may sell the shares will be determined by the prevailing
market price for the shares or in negotiated transactions. The selling
shareholders will receive all of the net proceeds from the sale of the common
shares. We will, however, receive the respective exercise price upon the
exercise of warrants which may occur prior to the sale of the underlying common
shares by a selling shareholder.

Our common shares are traded on the Nasdaq Small Cap Market under the
symbol "WSTM" and on the Boston Stock Exchange under the symbol "ERM." The last
reported sale price of the common shares on the Nasdaq Small Cap Market on
September 23, 2003 was $1.69 per share.

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INVESTING IN OUR COMMON SHARES INVOLVES A HIGH DEGREE OF RISK. SEE THE "RISK
FACTORS" SECTION BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN FACTORS YOU
SHOULD CONSIDER BEFORE INVESTING IN OUR COMMON SHARES.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The date of this Prospectus is ______________

TABLE OF CONTENTS

Page
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Forward-Looking Information................................................. 2
Prospectus Summary.......................................................... 3
Risk Factors................................................................ 4
Use of Proceeds............................................................. 11
Selling Shareholders........................................................ 12
Plan of Distribution........................................................ 14
Recent Developments......................................................... 16
Legal Matters............................................................... 16
Experts..................................................................... 16
Incorporation of Certain Documents by Reference............................. 16
Where You Can Find More Information......................................... 17

--------------------------

You should rely only on the information contained in or incorporated by
reference in this prospectus or any prospectus supplement that is delivered to
you. We have not authorized anyone to provide you with additional or different
information. You should not assume that the information contained in or
incorporated by reference into this prospectus or any prospectus supplement is
accurate at any date other than the date indicated on the cover page of this
prospectus or prospectus supplement.

FORWARD-LOOKING INFORMATION

The Securities and Exchange Commission (the "SEC") encourages companies
to disclose forward-looking information so that investors can better understand
a company's future prospects and make informed investment decisions. This
prospectus contains "forward-looking statements" as that term is defined in the
U.S. Private Securities Litigation Reform Act of 1995. Words such as
"anticipate," "estimate," "expect," "project," "intend," "plan," "believe,"
"will" and words and terms of similar substance typically indicate
forward-looking statements. All forward-looking statements are management's
present expectations of future events and are subject to a number of factors and
uncertainties, some of them being discussed under "Risk Factors" hereafter, that
could cause actual results to differ materially from those described in the
forward-looking statements.

You are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date they were made. Workstream Inc. is
not under any obligation, and expressly disclaims any obligation, to update or
alter any forward-looking statements, whether as a result of new information,
future events or otherwise. All subsequent forward-looking statements
attributable to Workstream Inc., its affiliates or any person acting on their
behalf are expressly qualified in their entirety by the cautionary statements
referred to in this section.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere or incorporated
by reference in this prospectus. This summary may not contain all the
information that may be important to you. You should read the entire prospectus
and the incorporated information before making an investment decision. Unless
the context requires otherwise, references to "we," "us" and "our" mean
Workstream Inc. and its subsidiaries. You should assume that all figures are
stated in U.S. dollars unless indicated otherwise.

DESCRIPTION OF WORKSTREAM INC.

We are a leading provider of Web-enabled tools and professional
services for Human Capital Management ("HCM"). We offer a diversified suite of
high-tech and high-touch services to address the full lifecycle of the
employer/employee relationship and seek to ensure more effective management of
corporate assets via automation and outsourcing. Our HCM technology backbone
enables companies to streamline the management of enterprise human capital
processes including recruitment, assessment, deployment, development, retention
and career transitions. We offer a full-range of HCM products and services
through 14 offices and approximately 167 human resource professionals across
North America.

Our principal executive offices are located at 495 March Road, Suite
300, Ottawa, Ontario, Canada K2K 3G1 and our telephone number is (613) 270-0619.

THE OFFERING

Stock Offered............ 1,900,003 common shares

Use of Proceeds.......... We will not receive any proceeds from the
sale of our common shares by the selling
shareholders. We will, however, receive the
respective exercise price upon the exercise
of warrants which may occur prior to the
sale of the underlying common shares by a
selling shareholder. We will use these
proceeds for general corporate purposes.

Nasdaq Small Cap Market
Symbol.................. WSTM

Boston Stock Exchange
Symbol.................. ERM

RISK FACTORS

Investment in our securities involves certain elements of risk.
Investors should carefully consider the following factors, among others included
and incorporated by reference in this prospectus, before investing in the common
shares. The realization of these risks could result in a material adverse effect
on our results of operations, financial condition, cash flows, business or the
market for our common shares. We cannot assure you that we will successfully
address any of these risks or address them on a continuing basis.

We may not become profitable.

Since our inception, we have incurred losses which have been
substantial in relation to our operations. As of May 31, 2003, the end of our
most recent fiscal year, we had an accumulated deficit of $31,962,444. We
reported a net loss of $9,676,602 for the year ended May 31, 2003 ("fiscal
2003"). Prior to the acquisitions we made during the year ended May 31, 2002
("fiscal 2002"), we generated relatively small amounts of revenue. During fiscal
2003 and fiscal 2002, of the nine companies that we acquired, six reported in
the aggregate net losses of approximately $35.2 million in their immediately
preceding fiscal years. Our ability to reduce our losses will be adversely
affected if we continue to acquire companies reporting losses, if revenue grows
slower than we anticipate or if operating expenses exceed our expectations. The
accounting for the beneficial conversion feature relating to our Convertible
Notes (upon issuance the Notes were recorded at a discount to the face value of
the Notes and will accrete over time to the full face value) will result in
significant interest charges to income over the term to maturity of the
Convertible Notes or upon conversion of such Notes will result in immediately
recognizing as interest expense an amount equal to the remaining discount to the
face value of the converted Notes, further affecting our ability to become
profitable. (See note 15 to our consolidated financial statements included in
our Annual Report on Form 10-K for the fiscal year ended May 31, 2003) Even if
we do achieve profitability, we may not sustain or increase profitability on a
quarterly or annual basis. Failure to achieve or maintain profitability would
materially adversely affect the market price of our common shares. We expect our
operating expenses to continue to grow as we expand our operations.

We may encounter difficulties with acquisitions, which could harm our business.

During fiscal 2003 and fiscal 2002, we made several investments in, and
acquisitions of, other companies and businesses, as part of our efforts to
expand our operations and we may continue to make investments in, or
acquisitions of, complementary companies, products and businesses. If we acquire
a company, we may have difficulty integrating that company's personnel,
operations and products. We cannot assure you that we will successfully
integrate in a timely manner or at all these acquired companies, products or
businesses into our operations. These difficulties may increase our expenses,
and our ability to achieve profitability may be adversely affected.

Our largest shareholder may have interests that are different than other
shareholders and may influence certain actions.

As of September 23, 2003, Michael Mullarkey, our Chief Executive
Officer, beneficially owned approximately 18% of our outstanding common shares.
As of September 23, 2003, we owed Mr. Mullarkey $1,287,901 under a consolidated
term loan he provided to us. The consolidated term loan is collateralized by
certain inventory, equipment, accounts receivable and other assets. Mr.
Mullarkey has also agreed to provide us with a $1,200,000 credit facility
bearing interest at 8% per annum which is also collateralized by the same
assets. These interests may influence how Mr. Mullarkey votes on certain matters
that require shareholder approval. As our largest shareholder, Mr. Mullarkey may
influence the outcome of various actions that require shareholder approval
including the election of our directors, delaying or preventing a transaction in
which shareholders might receive a premium over the prevailing market price for
their shares and preventing changes in control or management.

The current economic downturn and future economic downturns may adversely affect
the demand for our services.

Historically, the general level of economic activity has significantly
affected the demand for employment and recruitment services. We believe that we
are currently experiencing the effects of the current economic downturn and as a
result the demand for our employment and recruitment services has decreased. If
the general level of economic activity continues to slow, our clients may not
require additional personnel and may delay or cancel plans that involve
recruiting new personnel using our services and technology. Consequently, the
time from initial contact with a potential client to the time of sale could
increase and the demand for our services could decline, resulting in a loss of
revenue harming our business, operating results and financial condition. In
addition, it is expected that in times of economic growth, demand for our
outplacement business may decline.

We may not be able to grow our client base and revenue because of the number of
competitors and the variety of sources of competition we face.

Our future success will depend to a large extent on our ability to
grow and maintain our client base and revenue. This requires that we offer
services that are superior to the services being offered by our competitors and
that we price our services competitively. We compete for a portion of employers'
recruiting budgets with many types of competitors, as employers typically
utilize a variety of sources for recruiting, including:

o traditional offline recruiting firms;

o traditional offline advertising, such as print media;

o resume processing companies;

o Web-based recruitment companies;

o Internet job posting companies; and

o client-server-based software services.

In addition, many employers are developing or may develop their own
software to satisfy their recruitment needs. If we are unable to grow our client
base and revenue, our business, operating results and financial condition could
be materially adversely affected.

The increasing competition in our markets could affect our ability to expand.

The market for human capital management, or HCM, services is highly
fragmented and competitive. We compete nationally and internationally with
Internet recruitment services companies, outplacement service companies and
human resource, or HR, service providers. We expect competition to increase and
intensify in the future, with increased price competition developing for our
services. A number of our current and potential competitors have longer
operating histories and greater financial, technical and marketing resources and
name recognition than we do which could give them a competitive advantage. Our
competitors may develop products or services that are equal or superior to ours
or that achieve greater market acceptance than ours. It is also possible that
new competitors may emerge and rapidly acquire significant market share. As a
result, we may not be able to expand or maintain our market share and our
ability to penetrate new markets may be adversely affected.

If we experience client attrition, our operating results will be adversely
affected.

Since we generally enter into subscription agreements with our
E-Cruiter Enterprise clients for terms of one year or less, we have no assurance
that the client will maintain a long-term relationship with us. If we lose
clients after the expiration of their initial subscription, our business,
revenues, operating results and financial condition will be adversely affected.
Since we have only been offering our services for a limited period of time, we
do not know what rate of client attrition to expect. To the extent we experience
significant client attrition, we must attract additional clients to maintain
revenue.

We may not be able to strengthen and maintain awareness of our brand name.

We believe that our success will depend to a large extent on our
ability to successfully develop, strengthen and maintain our brand recognition
and reputation. In order to strengthen and maintain our brand recognition and
reputation, we invest and will need to continue to invest substantial resources
in our marketing efforts and maintain high standards for actual and perceived
quality, usefulness, reliability, security and ease of use of our services. If
we fail to successfully promote and maintain our brand name, particularly after
incurring significant expenses in promoting our brand name, or encounter legal
obstacles which prevent our continued use of our brand name, our business,
operating results and financial condition could be materially adversely affected
and the market price of our common shares could decline. Moreover, even if we
continue to provide quality service to our clients, factors outside of our
control, including actions by organizations that are mistaken for us and factors
generally affecting our industry, could affect our brand and the perceived
quality of our services.

Our success will depend on our ability to enter into strategic relationships
with job posting and other on-line recruitment services to offer an attractive
service to our clients and with a variety of third parties to expand the
distribution of our services.

If we are unable to enter into successful strategic relationships, our
business will suffer. We must maintain our existing relationships with job
posting boards and other on-line recruitment services and enter into additional
similar relationships to continue to offer an attractive service. We also must
enter into arrangements with third parties, such as value-added service
providers, to expand the distribution of our services. Because many of these
third parties compete with each other, the existence of a relationship with any
particular third party may limit or preclude us from entering into a
relationship with that third party's competitors. In addition, some of the third
parties with which we seek to enter into relationships may view us as a
competitor and refuse to do business with us. Any loss of an existing
relationship or failure to establish new relationships may adversely affect our
ability to improve our services, offer an attractive service in the new markets
that we enter, or expand the distribution of our services.

We may not be able to expand our business successfully into new geographic
markets.

Until the fourth quarter of the year ended May 31, 2001, we marketed
our services primarily in Canada. Since that time, we completed several
acquisitions. Through these acquisitions we endeavored to enhance our business
by penetrating the United States market. Our success and ability to grow our
business will depend to a significant degree on our ability to market our
services successfully in new geographic markets, including the United States.
Penetrating new geographic markets involves the expenditure of substantial
resources, including retaining additional highly qualified personnel. Failure to
effectively penetrate new geographical markets may result in increasing losses
and the loss of our investment, in whole or in part, in our acquisitions. This
could materially adversely affect our business, operating results and financial
condition.

We may lose business if we are unable to successfully develop and introduce new
products, services and features.

If we are unable to develop and introduce new products, services, or
enhancements to, or new features for, existing products or services, in a timely
and successful manner, we may lose sales opportunities. The market for our
services is characterized by rapid and significant technological advancements,
the introduction of new products and services, changes in client demands and
evolving industry standards. The adoption of new technologies or new industry
standards may render our products obsolete and unmarketable. The process of
developing new services or technologies is complex and requires significant
continuing efforts. We may experience difficulties or funding shortages that
could delay or prevent the successful development, introduction and sale of
enhancements or new products and services. Moreover, new products, services or
features which we introduce may not adequately address the needs of the
marketplace or achieve significant market acceptance.

Our business could suffer if financing is not available when required or is not
available on acceptable terms.

Our future capital requirements depend on a number of factors,
including our ability to grow our revenue. We believe that we have sufficient
credit facilities, cash flow from operations and cash reserves, which, together
with further cost reductions, will permit us to meet our working capital
requirements and capital expenditure requirements through the end of fiscal
2004. However, it is possible that we may need to raise additional funds sooner
than expected in order to fund expansion, develop new, and enhance existing,
services or acquire complementary businesses or technologies or if our revenues
are less or our expenses are greater than we expect. Our business could suffer
if financing is not available when required or is not available on acceptable
terms.

Future financing may be on terms adverse to your interests.

In the past we have issued and, in the future we may issue, equity or
convertible debt securities to raise additional funds. As a result of new
issuances, our shareholders may experience significant dilution of their
ownership interest and holders of those new securities may have rights senior to
those of the holders of our common shares.

If we are characterized as a passive foreign investment company, our U.S.
shareholders may suffer adverse tax consequences.

We believe that we were not a passive foreign investment company for
U.S. federal income tax purposes for fiscal years 2001, 2002 and 2003.
Generally, we may be characterized as a passive foreign investment company for
U.S. federal income tax purposes if for any taxable year 75% of our gross income
is passive income, or at least 50% of our assets are held for the production of,
or produce, passive income. This characterization could result in adverse U.S.
tax consequences to our shareholders. These consequences may include having
gains realized on the sale of our common shares treated as ordinary income,
rather than capital gain income, and having potentially punitive interest
charges apply to the proceeds of share sales. U.S. shareholders should consult
with their own U.S. tax advisors with respect to the U.S. tax consequences of
investing in our common shares.

Our business could be adversely affected if we are unable to protect our
proprietary technologies.

Our success depends to a significant degree upon the protection of our
proprietary technologies and brand names. The unauthorized reproduction or other
misappropriation of our proprietary technologies could provide third parties
with access to our technologies without payment. If this were to occur, our
proprietary technologies would lose value and our business, operating results
and financial condition could be materially adversely affected. We rely upon a
combination of copyright, trade secret and trademark laws and non-disclosure and
other contractual arrangements to protect our proprietary rights. The measures
we have taken to protect our proprietary rights, however, may not be adequate to
deter misappropriation of proprietary information or protect us if
misappropriation occurs. Policing unauthorized use of our technologies and other
intellectual property is difficult, particularly because of the global nature of
the Internet. We may not be able to detect unauthorized use of our proprietary
information and take appropriate steps to enforce our intellectual property
rights. If we resort to legal proceedings to enforce our intellectual property
rights, the proceedings could be burdensome and expensive and could involve a
high degree of risk.

Third parties could claim that we infringe upon their proprietary technologies.

Our products, services, content and brand names may be found to
infringe valid copyrights, trademarks or other intellectual property rights held
by third parties. In the event of a successful infringement claim against us and
our failure or inability to modify our technologies or services, develop
non-infringing technology or license the infringed or similar technology, we may
not be able to offer our services. Any claims of infringement, with or without
merit, could be time consuming to defend, result in costly litigation, divert
management attention, require us to enter into costly royalty or licensing
arrangements, modify our technologies or services or prevent us from using
important technologies or services, any of which could harm our business,
operating results and financial condition.

We may become subject to burdensome government regulation which could increase
our costs of doing business, restrict our activities and/or subject us to
liability.

Uncertainty and new regulations relating to the Internet could increase
our costs of doing business, prevent us from providing our services, slow the
growth of the Internet or subject us to liability, any of which could adversely
affect our business, operating results and prospects. In addition to new laws
and regulations being adopted, existing laws may be applied to the Internet.
There are currently few laws and regulations directly governing access to, or
commerce on, the Internet. However, due to the increasing popularity and use of
the Internet, the legal and regulatory environment that pertains to the Internet
is uncertain and continues to change. New and existing laws may cover issues
which include:

o user privacy;
o pricing controls;
o consumer protection;
o libel and defamation;
o copyright and trademark protection;
o characteristics and quality of services;
o sales and other taxes; and
o other claims based on the nature and control of Internet materials.

Computer viruses or software errors may disrupt our operations, subject us to a
risk of loss and/or expose us to liability.

Computer viruses may cause our systems to incur delays or other
service interruptions. In addition, the inadvertent transmission of computer
viruses or software errors in new services or products not detected until after
their release could expose us to a material risk of loss or litigation and
possible liability. Moreover, if a computer virus affecting our system is highly
publicized or if errors are detected in our software after it is released, our
reputation and brand name could be materially damaged and we could lose clients.

We may experience reduced revenue, loss of clients and harm to our reputation
and brand name in the event of system failures.

We may experience reduced revenue, loss of clients and harm to our
reputation and brand name in the event of unexpected network interruptions
caused by system failures. Our servers and software must be able to accommodate
a high volume of traffic. We have experienced minor system interruptions in the
past, and we believe that system interruptions will continue to occur from time
to time in the future. If we are unable to add additional software and hardware
to accommodate increased demand, we could experience unanticipated system
disruptions and slower response times. Any catastrophic failure at our network
operations center could prevent us from serving our clients for a number of
days, or possibly weeks, and any failure of our Internet service provider may
adversely affect our network's performance. Our clients may become dissatisfied
by any system failure that interrupts our ability to provide our services to
them or results in slower response times. Our business interruption insurance
may not adequately compensate us for any losses that may occur due to any
failures in our system or interruptions in our services.

Breaches of our network security could be costly.

If unauthorized persons penetrate our network security, they could
misappropriate proprietary information or cause interruptions in our services.
We may be required to spend capital and resources to protect against or to
alleviate these problems. In addition, because we host data for our clients, we
may be liable to any of those clients that experience losses due to our security
failures. As a result, security breaches could have a material adverse effect on
our business and the market price of our common shares may decline.

Our business depends on Internet service providers to provide satisfactory
service to our clients to enable them to use our services and access job seeker
candidates on-line.

Failure of Internet service providers or on-line service providers to
provide access to the Internet to our clients and job seekers would prevent them
from accessing our Web board, which would cause our business to suffer. Many of
the Internet service providers, on-line service providers and other Web site
operators on which we depend have experienced significant service slowdowns,
malfunctions, outages and capacity limitations. If users experience difficulties
using our services due to the fault of third parties, our reputation and brand
name could be harmed.

Our business depends on the development and maintenance of the Internet
infrastructure.

We cannot assure you that the Internet infrastructure will continue to
effectively support the demands placed on it as the Internet continues to
experience increased numbers of users, greater frequency of use and increased
bandwidth requirements of users. In the past, the Internet has experienced a
variety of outages and other delays. The Internet is also subject to actions of
terrorists or hackers who may attempt to disrupt specific web sites or Internet
traffic generally. Any future outages or delays could affect the willingness of
employers to use our on-line recruitment offerings and of job seekers to post
their resumes on the Internet. If any of these events occur, our business,
operating results and financial condition could be materially adversely
affected.

The resale of common shares pursuant to this registration statement could
depress the market for our common shares.

We have granted registration rights to holders of 1,400,002 common
shares and warrants exercisable for approximately 500,001 common shares. In the
event that the outstanding warrants which were granted registration rights are
exercised, the number of outstanding common shares will increase from 23,067,326
as of September 23, 2003 to 23,567,327. As a result of our registration of the
resale of common shares under this registration statement, common shares which
would not otherwise be immediately resaleable may be resold upon the
effectiveness of this registration statement. We cannot predict the effect, if
any, that the resale of these additional securities or the availability of these
additional securities for resale will have on the market prices of our common
shares prevailing from time to time.

Our common shares have traded at prices below $1.00 and could be subject to
delisting by NASDAQ.

Our common stock currently trades on the NASDAQ Small Cap Market and
the Boston Stock Exchange. Under the NASDAQ requirements, a stock can be
delisted and not allowed to trade on the NASDAQ if the closing bid price of the
stock over a 30 consecutive trading-day period is less than $1.00. The Boston
Stock Exchange, however, does not maintain a similar minimum price requirement.
During the fourth quarter of fiscal 2003, our common stock failed to meet the
NASDAQ minimum bid price requirement because the closing bid price for 30
consecutive trading days was below $1.00. On May 20, 2003, NASDAQ gave us notice
of this fact and gave us six months to cure this problem or our common stock
would be delisted. On July 8, 2003, NASDAQ gave us notice that we regained
compliance with the minimum bid price rule because the closing bid price of our
common shares had been $1.00 or more for at least 10 consecutive trading days.
No assurance can be given that the closing bid price of our common shares will
continue to satisfy the NASDAQ minimum bid price requirements and thus continue
to trade on the NASDAQ Small Cap Market. Although our common shares may remain
listed on the Boston Stock Exchange, if our common shares are delisted from the
NASDAQ Small Cap Market, there may be a limited market for our shares, trading
our stock may become more difficult and our share price could decrease even
further. If our common shares are not listed on a national securities exchange
or NASDAQ, potential investors may be prohibited from or be less likely to
purchase our common shares, limiting the trading market for our stock even
further.

The conversion of our convertible notes and preferred stock could result in
substantial numbers of additional common shares being issued.

Our 8% Senior Subordinated Convertible Notes are convertible into a
class of preferred shares designated Series A Convertible Preferred Shares, no
par value per share (the "Series A Shares"). The conversion price of the Notes
into Series A Shares is $100 per share, subject to adjustment upon the
occurrence of certain events. The Series A Shares are convertible into a number
of common shares determined by dividing $100 by a floating conversion price
based on the market price of our common shares, provided that the conversion
price cannot exceed the lesser of $0.75 or 80% of the market price of our common
shares for the five day period immediately preceding conversion. The conversion
price for the Series A Shares into common shares is subject to further
adjustment upon the occurrence of certain events. At the election of the holder,
the Notes may be converted directly into our common shares at a conversion price
equal to 80% of the average closing price of our common shares for the five day
period before such conversion. As a result, the lower that the price of our
common shares is at the time of conversion, the greater the number of common
shares the holder may receive. In addition, our Notes automatically convert into
Series A Shares if we maintain earnings before interest, taxes, depreciation and
amortization (EBITDA) of not less than $200,000 at the end of any fiscal quarter
prior to the maturity date of our Notes. To the extent the Notes or Series A
Shares are converted into common shares, a significant number of common shares
may be sold into the market, which could decrease the price of our common
shares.

The price of our common shares historically has been volatile, which may make it
more difficult for you to resell our common shares when you want at prices you
find attractive.

The market price of our common shares has been highly volatile in the
past, and may continue to be volatile in the future. For example, since June 1,
2002, the closing sale price of our common shares on the NASDAQ Small Cap Market
has fluctuated between $0.81 and $3.99 per share. The following factors may
significantly affect the market price of our common shares:

o quarterly variations in our results of operations;

o announcement of new products, product enhancements, joint ventures and
other alliances by our competitors or us;

o technological innovations by our competitors or us;

o general market conditions or market conditions specific to particular
industries; and

o the operating and stock price performance of other companies that
investors may deem comparable to us.

In addition, the stock market in general, and the market prices for
Internet-related companies in particular, have experienced extreme volatility
that often has been unrelated to the operating performance of such companies.
These broad market and industry fluctuations may adversely affect the price of
our common shares, regardless of our operating performance. (See Risk Factor
"Our common shares have traded at prices below $1.00 and could be subject to
delisting by NASDAQ.")

USE OF PROCEEDS

All of the net proceeds from the sale of our common shares by the
selling shareholders will go to them upon the sale of such shares. Accordingly,
we will not receive any proceeds from the sales of our common shares by the
selling shareholders. We will, however, receive the respective exercise price
upon the exercise of warrants which may occur prior to the sale of the
underlying common shares by a selling shareholder. We will use these proceeds
for general corporate purposes.

SELLING SHAREHOLDERS

The selling shareholders are not under any obligation to sell all or
any portion of their common shares, nor are the selling shareholders obligated
to sell any of their common shares immediately under this prospectus. We cannot
estimate the number of the common shares that will be held by the selling
shareholders after completion of this offering. However, for the purposes of the
table below, we have assumed that, after completion of this offering, none of
the common shares covered by this prospectus will be held by the selling
shareholders.

The following table provides certain information with respect to the
common shares beneficially owned by the selling shareholders as of September 23,
2003. This information is based on information provided to us by the selling
shareholders. Except as noted in the footnotes below, no selling shareholder has
had a material relationship, or has held any position or office, with us or any
of our predecessors or affiliates within the last three years. For purposes of
presenting beneficial ownership data in the table, we have assumed that no
selling shareholder acquires additional common shares after the date on the
cover page of this prospectus.

Shares Beneficially Owned Prior to Shares Beneficially Owned
Offering Shares to be Offered After Offering
-------- -------------------- --------------
Selling Shareholders Number Percent(1) Number Number Percent(1)
- -------------------- ------ ---------- ------ ------ ----------

Countrywide Partners LLC 500,001(2) 2.15% 500,001(2) -- --

Platinum Value Arbitrage
Fund, LP 1,000,002(3) 4.27% 1,000,002(3) -- --

Sequoia M&M LLC(4) 283,994 1.23% 275,000 8,994 *

Shai Stern(5) 132,700 * 125,000 7,700 --
--------- ---- --------- ------ -----
Total 1,916,697(6) 8.10% 1,900,003(6) 16,694 *

* Less than 1%.

(1) This information is based on 23,167,326 common shares outstanding as
of September 23, 2003, including 654,204 common shares held in escrow
under acquisition agreements. We have computed "beneficial ownership"
in accordance Rule 13d-3 promulgated by the SEC under the Securities
Exchange Act of 1934 for purposes of this table. Therefore, the table
reflects a person as having "beneficial ownership" of common shares if
such person has the right to acquire such shares within 60 days of
September 23, 2003. For purposes of computing the percentage of
outstanding common shares held by each person or group of persons
named above, we have assumed to be outstanding any security which such
person or persons has or have the right to acquire within that 60-day
period. However, securities that may be acquired within that 60-day
period are not deemed to be outstanding for purposes of computing the
percentage ownership of any other person.

(2) Includes 166,667 common shares issuable upon exercise of warrants.

(3) Includes 333,334 common shares issuable upon exercise of warrants.

(4) Sequoia M&M LLC was the landlord of certain property being leased by
our subsidiary Icarian, Inc. In March 2003, we entered into an
agreement with Icarian and Sequoia to terminate the lease between
Icarian and Sequoia. Pursuant to the agreement, Sequoia agreed to
terminate the lease and release Icarian from its financial obligations
under the lease in exchange for certain furniture and equipment
previously used at the property, cash and 275,000 common shares of
Workstream valued at $0.92 per share

(5) In June, 2003 we entered into a consulting agreement with Stern & Co.
whereby we agreed to issue 125,000 common shares to Stern & Co. in
consideration of Stern & Co. providing consulting services to us.
Stern & Co. directed that the 125,000 common shares be issued in the
name of Shai Stern.

(6) Includes 500,001 common shares issuable upon exercise of warrants.

PLAN OF DISTRIBUTION

The common shares which may be sold by the selling shareholders and any
of their pledgees, donees, transferees or other successors-in-interest, may be
disposed of from time to time in one or more transactions, which may involve:

o ordinary brokerage transactions and transactions in which the
broker solicits purchasers;

o sales on the Nasdaq Small Cap Market, Boston Stock Exchange,
or any other principal market on which the common shares trade
at the time of sale, including directly with a market maker
acting as principal;

o privately-negotiated transactions, which include direct sales
to purchasers and sales effected through agents;

o a block trade in which the broker or dealer will attempt to
sell the common shares as agent but may position and resell a
portion of the block as principal to facilitate the
transaction;

o purchases by a broker or dealer as principal and resale by
that broker or dealer for its own account;

o an exchange distribution in accordance with the rules of that
exchange or transactions in the over-the-counter market;

o short sales;

o the pledge of the security for any loan or obligation,
including pledges to brokers or dealers who may, from time to
time, themselves sell or transfer the common shares or their
interest in such securities;

o the transfer of the common shares by the selling shareholders
to their partners, members or shareholders;

o a combination of any of the above; or

o any other method permitted by applicable law.

The sale price of the common shares pursuant to this prospectus may be:

o a fixed price;

o the market price prevailing at the time of sale;

o a price related to such prevailing market price;

o a negotiated price; or

o at any other prices as the selling shareholders may determine,
including sales below the market price.

The selling shareholders may engage broker-dealers to participate in
the sales. Such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the selling shareholders
and/or the purchasers of the shares for whom broker-dealers may act as agent or
to whom they may sell as principals or both (which compensation as to a
particular broker-dealer may be less than or in excess of customary
commissions).

In addition, the selling shareholders may enter into hedging
transactions with broker-dealers who may engage in short sales of our common
shares in the course of hedging the positions they assume with the selling
shareholders. The selling shareholders may also enter into option or other
transactions with broker-dealers that require the delivery to such
broker-dealers of our common shares, which shares may be resold thereafter
pursuant to this prospectus.

The common shares covered by this prospectus may also be sold in
private transactions pursuant to Rule 144 under the Securities Act of 1933,
rather than pursuant to this prospectus. The selling shareholders have the sole
and absolute discretion not to accept any purchase offer or make any sale of the
common shares if they deem the purchase price to be unsatisfactory at any
particular time.

In order to comply with the securities laws of certain states, if
applicable, our common shares may be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states, our
common shares may not be sold unless such shares have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.

Under certain circumstances, the selling shareholders and any
broker-dealers that act in connection with the sales of the shares may be deemed
to be "underwriters" within the meaning of Section 2(11) of the Securities Act
of 1933, and any commissions received by them and any profit on the sale of the
shares as principals may be deemed to be underwriting discounts and commissions
under the Securities Act of 1933. Selling shareholders who are "underwriters"
within the meaning of Section 2(11) of the Securities Act of 1933 will be
subject to the prospectus delivery requirements of the Securities Act of 1933.

RECENT DEVELOPMENTS

In September, 2003, we acquired certain assets of Perform, Inc., a
Delaware corporation, in connection with Perform, Inc.'s voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code. As consideration
for the sale, we issued Perform, Inc. 189,873 of our common shares valued at
$300,000 and cash in an amount equal to $450,000. Perform, Inc. designs,
develops and markets Human Resource Information Systems and Performance
Management Information Systems for mid-size and Global 2000 companies.

In June 2003, we entered into a securities purchase agreement with
Platinum Value Partners Arbitrage Fund, LP whereby we agreed to sell and
Platinum Value Partners Arbitrage Fund, LP agreed to purchase 333,334 common
shares at $0.75 per share and warrants to purchase 166,667 common shares at an
exercise price of $1.50 per share, subject to adjustment upon the occurrence of
certain events. The closing on the sale of these common shares and warrants
occurred in July 2003. The proceeds from the sale of these securities will be
used for potential acquisitions and for working capital needs.

In June, 2003, we entered into a consulting agreement with Stern & Co.
whereby we agreed to issue 125,000 common shares to Stern & Co. in consideration
of Stern & Co. providing consulting services to us. Stern & Co. directed that
the 125,000 common shares be issued in the name of Shai Stern.

In June, 2003, we entered into an agreement with The Research Works,
Inc. whereby we agreed to issue an aggregate of 107,000 common shares to The
Research Works, Inc. and certain individuals designated by The Research Works,
Inc. in consideration of The Research Works, Inc. providing certain research
services to us.

In June 2003, we granted our non-employee directors, Cholo Manso,
Thomas Danis, Matthew Ebbs, Michael Gerrior and Arthur Halloran, options to
purchase 40,000, 40,000, 40,000, 23,000 and 20,000 of our common shares
respectively. These options have an exercise price of $0.98 per share and vest
in three equal annual installments commencing on the first anniversary of the
grant date. These options terminate on the fifth anniversary of the grant date.

LEGAL MATTERS

The validity of the common shares offered by this prospectus will be
passed upon by our counsel, Perley-Robertson, Hill & McDougall LLP, Ottawa,
Ontario. Michael A. Gerrior, Esquire, a partner at the law firm of
Perley-Robertson, Hill & McDougall LLP, counsel to Workstream Inc., is a member
of the board of directors of Workstream Inc.

EXPERTS

The consolidated financial statements of Workstream Inc. as of May 31,
2003 and 2002 and for each of the three years in the period ended May 31, 2003
incorporated in this prospectus and registration statement by reference to the
Annual Report on Form 10-K for the year ended May 31, 2003 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent auditors, given on the authority of said firm as experts in auditing
and accounting.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file
with the SEC into this prospectus. This means we can disclose important
information to you by referring you to another document filed by us with the
SEC. The following documents, which we have filed with the SEC, are incorporated
into this prospectus by reference:

(a) our Annual Report on Form 10-K, as amended, for the fiscal
year ended May 31, 2003; and

(b) the description of the common shares contained in our
Registration Statement on Form 8-A filed December 3, 1999, including
all amendments and reports filed for the purpose of updating such
description.

In addition, all documents filed by us with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after
the date of this prospectus and prior to the termination of this offering shall
be deemed to be incorporated by reference in and shall be a part of this
prospectus from the date of the filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.

We will provide without charge to each person, including any beneficial
owner, to whom a prospectus is delivered, upon the written or oral request of
any such person, a copy of any and all of the information incorporated by
reference in this prospectus, other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into the information that is
incorporated into this prospectus. Such requests should be directed to Tammie
Brown, Workstream Inc., 495 March Road, Suite 300, Ottawa, Ontario, Canada K2K
3G1, (613) 270-0619.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-3 with the SEC that
covers the resale of the common shares offered hereby. This prospectus is part
of that registration statement, but does not include all of the information
included in the registration statement. Certain information in the registration
statement has been omitted from this prospectus in accordance with the rules of
the SEC. You should refer to the registration statement for additional
information about us and the common shares offered hereby.

We file annual, quarterly and current reports and other information
with the Securities and Exchange Commission. You may read and copy any document
we file at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Rooms. In addition, the SEC maintains an
Internet web site that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the SEC at
http://www.sec.gov.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses payable by us in connection
with the issuance and distribution of the securities being registered. All of
the amounts shown are estimates, other than the registration fee.

SEC Registration fee............................................ $ 252.85
Printing and engraving expenses................................. 2,000.00
Legal fees and expenses......................................... 20,000.00
Accountants' fees and expenses.................................. 20,000.00
Miscellaneous expenses.......................................... 500.00
-----------
TOTAL........................................................... $ 40,952.85
===========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under the Canada Business Corporations Act, except with respect to an
action by us or on behalf of us to procure a judgment in our favor, we have a
right to indemnify any of our officers or directors or any former officers or
directors, who act or have acted at our request as officers or directors against
any costs, charges or expenses for amounts paid by him to settle an action in
respect of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of having been our officer or director if:

(a) he has acted honestly and in good faith with a view toward our
best interests; and

(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had
reasonable grounds for believing his conduct was lawful.

We make the determination in (a) and (b) above.

Further, we may, with the approval of a court, indemnify a person who
is a director, officer or former director or officer with respect to an action
by or on behalf of us to procure a judgment in our favor to which he is made a
party by reason of having been our officer or director, against all costs,
charges and expenses reasonably incurred by him in connection with that action
if:

(a) he has acted honestly and in good faith with a view toward our
best interests; and

(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had
reasonable grounds for believing his conduct was lawful.

A director, officer or former director or officer of ours is also
entitled to indemnification from us with respect to all costs, charges and
expenses reasonably incurred by him in connection with the defense of any civil,
criminal or administrative action or proceeding to which he is a party by reason
of being or having been a director or officer of ours, if he:

(a) was substantially successful on the merits in his defense of
the action or proceeding;

(b) acted honestly and in good faith with a view toward our best
interests; and

(c) in the case of a criminal or administrative action or
proceeding that was enforced by a monetary penalty, had
reasonable grounds for believing that his conduct was lawful.

In addition, our by-laws provide that no director or officer is liable
for the acts of any other director or officer or employee or for any loss or
damage to us unless it is caused by his own willful neglect or default. However,
the limitation against liability does not extend or grant any director or
officer protection against the breach of any law. The by-laws also provide for
an indemnity similar to the provisions contained in the Canada Business
Corporations Act and subject to the same limitations.

Our by-laws provide that, subject to the Canada Business Corporations
Act, we can purchase and maintain indemnity insurance for the benefit of our
directors and officers as may be determined from time to time by our directors.
We maintain a policy of insurance under which our directors and officers are
insured, subject to the limits of the policy, against certain losses arising
from claims made against them as officers and directors and by reason of any
acts or omissions covered under the policy, in their respective capacities as
directors or officers, including liability under the Securities Act of 1933.

ITEM 16. EXHIBITS.

Exhibit No. Description of Document
- ----------- -----------------------

4.1 Articles of Incorporation, as amended (incorporated by reference
to Exhibit 3.1 to the Registration Statement on Form F-1 (File
No. 333-87537)).

4.2 Articles of Amendment, dated July 26, 2001 (incorporated by
reference to Exhibit 1.2 of Form 20-F of Workstream Inc. for the
fiscal year ended May 31, 2001).

4.3 Articles of Amendment, dated November 6, 2001 (incorporated by
reference to Exhibit 1.3 of Form 20-F of Workstream Inc. for the
fiscal year ended May 31, 2001).

4.4 Articles of Amendment, dated November 7, 2002 (incorporated by
reference to Exhibit 4.4 to the Registration Statement on Form
F-3 (File No. 333-101502).

4.5 By-law No. 1 and No. 2 (incorporated by reference to Exhibit 3.2
to the Registration Statement on Form F-1 (File No. 333-87537)).

4.6 By-law No. 3 (incorporated by reference to Exhibit 1.5 of Form
20-F of Workstream Inc. for the fiscal year ended May 31, 2001).

5.1 Opinion of Perley-Robertson, Hill & McDougall LLP.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of Perley-Robertson, Hill & McDougall LLP (included in
Exhibit 5.1).

24.1 Powers of Attorney (included on signature page of the
Registration Statement).

ITEM 17. UNDERTAKING.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.

(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ottawa, Province of Ontario, on September 26, 2003.

WORKSTREAM INC.

By: /s/ Michael Mullarkey
--------------------------------------
Michael Mullarkey,
President, Chief Executive Officer and
Chairman of the Board

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael Mullarkey, David Polansky or each of
them, individually, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement and any and
all additional registration statements pursuant to Rule 462(b) of the Securities
Act of 1933 and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his or her substitute or substitutes may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date

/s/ Michael Mullarkey President, Chief Executive Officer September 26, 2003
- ------------------------------------ and Chairman of the Board of Directors
Michael Mullarkey (Principal Executive Officer)

/s/ David Polansky Chief Financial Officer and September 26, 2003
- ------------------------------------ Authorized Representative in the
David Polansky United States (Principal Financial
and Accounting Officer)

/s/ Arthur Halloran Director September 26, 2003
- ------------------------------------
Arthur Halloran

/s/ Matthew Ebbs Director September 26, 2003
- ------------------------------------
Matthew Ebbs

/s/ Michael A. Gerrior Director September 26, 2003
- ------------------------------------
Michael A. Gerrior

/s/ Thomas Danis Director September 26, 2003
- ------------------------------------
Thomas Danis

/s/ Cholo Manso Director September 26, 2003
- ------------------------------------
Cholo Manso

EXHIBIT INDEX