EXHIBIT 10.2

                                    AMENDMENT
                                       TO
                            ASSET PURCHASE AGREEMENT

      This Amendment (this "Amendment") to the Asset Purchase Agreement (the
"Original Purchase Agreement") dated December 20, 2004 by and among WORKSTREAM
INC., a Canadian corporation ("Buyer"), WORKSTREAM USA, INC., a Delaware
corporation and wholly owned subsidiary of Buyer ("Buyer Sub"), and PROACT
TECHNOLOGIES CORP., a Delaware corporation ("Seller"), is entered into this 30th
day of December, 2004 among Buyer, Buyer Sub and Seller.

                                   BACKGROUND

      The parties hereto desire to amend the Purchase Agreement as set forth in
this Amendment.

      NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto, intending to be legally bound, hereby agree as follows:

      1. Definition of Terms. Capitalized terms used herein and not otherwise
defined shall have the meanings given them in the Purchase Agreement.

      2. Amendments. The Purchase Agreement is hereby amended as follows:

            (a) Section 8.8 of the Purchase Agreement is hereby deleted in its
entirety and replaced by the following

            SECTION 8.8. INDEMNIFICATION CAP. The maximum aggregate liability of
            Seller for claims arising under this Article VIII (other than in
            respect of (i) the claims related to Sepulveda v. Conley and ProAct
            v. Online Benefits described on Schedule 4.11 for which no
            limitation shall apply, (ii) those with respect to the three former
            employees, specifically Marc Spitzer, Rajadurai Venkatasamy and
            Nicole Zanetti, who do not have agreements regarding inventions and
            developments as described in Schedule 4.7(b) which shall be limited
            to the aggregate amount of the Purchase Price, (iii) the sales tax
            liability referred to on Schedule 4.12 for which no limitation shall
            apply, and (iv) the representations and warranties of Seller in
            Section 4.2, which shall be limited to the aggregate amount of the
            Purchase Price) shall be the aggregate value of the Escrow Shares at
            any given time, and such amount shall be Buyer's sole source of
            payment in respect thereof. Any indemnity payment by Seller to
            Buyer, at Seller's sole option, shall be in the form of (a) cash, or
            (b) shares of Buyer common shares the value of which shall be based
            on the average of the closing prices for the Buyer's common shares
            as quoted on the Nasdaq SmallCap Market for the 20 days that such
            Market was open for the transaction of business prior to the date of
            delivery to Seller of such shares under this Article VIII.

      3. Confirmation of Purchase Agreement. Except as amended and supplemented
by this Amendment, the Purchase Agreement is ratified and confirmed in all
respects. The Purchase Agreement and this Amendment shall be read, taken and
construed as one and the same instrument. To the extent of any inconsistency
between the Purchase Agreement and this Amendment, this Amendment shall govern.
Any future reference to the Purchase Agreement shall mean the Purchase Agreement
as amended by this Amendment.

      4. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Delaware (excluding conflict of laws).

      5. Counterparts. This Amendment may be executed in any number of duplicate
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument. The exchange of copies of
this Amendment and of signature pages by facsimile transmission shall constitute
effective execution and delivery of this Amendment as to the parties and may be
used in lieu of the original Amendment for all purposes. Signature pages of the
parties transmitted by facsimile shall be deemed to be their original signatures
for all purposes.

                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]


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      IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have
executed this Amendment as of the date first written above.


                                        WORKSTREAM INC.


                                        By: /s/ Michael Mullarkey
                                            ------------------------------------
                                            Michael Mullarkey
                                            Chief Executive Officer


                                        WORKSTREAM USA, INC.


                                        By: /s/ Michael Mullarkey
                                            ------------------------------------
                                            Michael Mullarkey
                                            Chief Executive Officer


                                        PROACT TECHNOLOGIES CORP.


                                        By: /s/ Carmine Fardella
                                            ------------------------------------
                                            Carmine Fardella
                                            Chief Financial Officer


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