SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Workstream Inc.

(Name of Issuer)

Common Shares (no par value)

(Title of Class of Securities)

981402100

(CUSIP Number of Class of Securities)

Alec N. Litowitz
Magnetar Capital LLC
1603 Orrington Ave.
Evanston, Illinois 60201
(847) 905-4400

With a copy to:

Peter H. Lieberman, Esq.
Todd A. Mazur, Esq.
Greenberg Traurig, LLP
77 W. Wacker Drive, Suite 2500
Chicago, Illinois 60601
(312) 456-8400

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

April 14, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 981402100  SCHEDULE 13D Page 2  of  10 

1	NAME OF REPORTING PERSON: Magnetar Financial LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,207,883
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			3,207,883
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,207,883
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.2%1
14	TYPE OF REPORTING PERSON
	IA; OO

¹ Based on 51,571,152 common shares issued and outstanding as of January 11, 2008, as reported in the Form 10-Q filed by the Company on January 11, 2008.

CUSIP No. 981402100  SCHEDULE 13D Page 3  of  10 

1	NAME OF REPORTING PERSON: Magnetar Capital Partners LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,973,734
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			4,973,734
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,973,734
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.6%2
14	TYPE OF REPORTING PERSON
	HC; OO

² Based on 51,571,152 common shares issued and outstanding as of January 11, 2008, as reported in the Form 10-Q filed by the Company on January 11, 2008.

CUSIP No. 981402100  SCHEDULE 13D Page 4  of  10 

1	NAME OF REPORTING PERSON: Supernova Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,973,734
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			4,973,734
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,973,734
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.6%3
14	TYPE OF REPORTING PERSON
	HC; OO

³ Based on 51,571,152 common shares issued and outstanding as of January 11, 2008, as reported in the Form 10-Q filed by the Company on January 11, 2008.

CUSIP No. 981402100  SCHEDULE 13D Page 5  of  10 

1	NAME OF REPORTING PERSON: Alec N. Litowitz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,973,734
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			4,973,734
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,973,734
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.6%4
14	TYPE OF REPORTING PERSON
	HC; IN

⁴ Based on 51,571,152 common shares issued and outstanding as of January 11, 2008, as reported in the Form 10-Q filed by the Company on January 11, 2008.

SCHEDULE 13D

     This Amendment No. 2 relates to the Statement of Beneficial Ownership on Schedule 13D filed jointly by Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”), Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), Supernova Management LLC, a Delaware limited liability company (“Supernova Management”), and Alec N. Litowitz (“Mr. Litowitz”) with the Securities and Exchange Commission (the “Commission”) on February 14, 2008, as amended by Amendment No. 1 thereto filed with the Commission on March 21, 2008 (collectively, the “Schedule 13D”).

     Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended to add the following information:

     As a result of the discussions previously reported in the Schedule 13D, on April 14, 2008, the Company and Magnetar Capital Master Fund executed a Term Sheet, which outlines the terms on which Magnetar Capital Master Fund would, among other things, exchange the Special Warrant it holds for a senior secured convertible note to be issued by the Company. A copy of such Term Sheet is attached hereto as Exhibit 99.7 and is incorporated by reference herein.

     Also, on April 14, 2008, the Company and Magnetar Capital Master Fund entered into a Forbearance Agreement, which provides, among other things, that Magnetar Capital Master Fund will temporarily forbear from exercising certain rights and remedies under its Special Warrant, all as more fully set forth in such Forbearance Agreement, a copy of which is attached hereto as Exhibit 99.8 and is incorporated by reference herein.

     Each of the Reporting Persons reserves the right to acquire additional securities of the Company in the open market, in privately negotiated transactions, or otherwise, to dispose of all or a portion of its holdings in the Company’s securities, or to change their intention with respect to any or all of the matters referred to in this Item 4.

     Other than as described above in this Item 4, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER

Item 6 of the Schedule 13D is hereby amended to add the following information:

     The descriptions of the Term Sheet and Forbearance Agreement set forth in this Amendment No. 2 are qualified in their entirety by reference to the complete Term Sheet and Forbearance Agreement, each of which is attached hereto as an exhibit and incorporated herein by reference.

     Except as otherwise described herein and previously described in the Schedule 13D, no contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company among or between the Reporting Persons or any other person or entity.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 of the Schedule 13D is hereby amended to add the following information:

Exhibit No.	Description
99.7	Term Sheet, dated as of April 14, 2008, between the Company and Magnetar Capital Master Fund.
99.8	Forbearance Agreement, dated as of April 14, 2008, between the Company and Magnetar Capital Master Fund.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 15, 2008

MAGNETAR FINANCIAL LLC
By:	Magnetar Capital Partners LP, its Sole Member
By:	/s/ Alec N. Litowitz
	Name:	Alec N. Litowitz
	Title:	Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
MAGNETAR CAPITAL PARTNERS LP
By:	/s/ Alec N. Litowitz
	Name:	Alec N. Litowitz
	Title:	Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
SUPERNOVA MANAGEMENT LLC
By:	/s/ Alec N. Litowitz
	Name:	Alec N. Litowitz
	Title:	Manager
/s/ Alec N. Litowitz
Alec N. Litowitz

EXHIBIT INDEX

Exhibit No.	Description
99.7	Term Sheet, dated as of April 14, 2008, between the Company and Magnetar Capital Master Fund.
99.8	Forbearance Agreement, dated as of April 14, 2008, between the Company and Magnetar Capital Master Fund.

EX-99.7

EXHIBIT 99.7

Term Sheet
April 14, 2008

Issuer:	Workstream Inc. (the “Company”)
Warrant Holder:	Magnetar Capital Master Fund, Ltd (“Investor”)
Exchange:	Investor will exchange its Special Warrant in a valid 3(a)(9) exchange for a senior secured convertible note (the “Note”) of the Company in the original principal amount equal to the Investor’s Special Warrant Purchase Price (as defined in the Special Warrant), plus any amount described in “Expenses” below. Investor will agree to forebear on certain Triggering Events (as defined in the Special Warrant) and related put rights. Investor will also exchange its other warrant in a valid 3(a)(9) exchange for a new warrant with the same terms, except that such new warrant shall have a reduced exercise price, which shall be equal to (subject to any required approvals) $0.80.
Closing Date:	Upon the execution of final documentation, which is anticipated to be as soon as practicable
Conversion Price:	Closing bid price on the date definitive legal documentation acceptable to Investor in its sole discretion is executed, provided that the conversion price shall not be less than $0.65.
Interest:	Interest will accrue at the applicable federal rate on the date the Note is issued
Maturity:	24 months from the issuance date
Guaranty:	The Note will be guaranteed by 6FigureJobs.com, Inc., and such guaranty will be secured by a pledge of all of the assets of 6FigureJobs.com, Inc. The stock of 6FigureJobs.com, Inc. will be pledged by the Company.
Other Covenants:	The Note shall contain other customary provisions in addition to provisions consistent with those contained in the Special Warrant held by Investor (including, without limitation, trigger events, blockers, etc.). The Note will also contain such other provisions required by Investor, including a mandatory redemption that will be triggered in the event that the stock or any assets of 6FigureJobs.com, Inc. are sold.
Stockholder Approval:	To the extent required by applicable Nasdaq rules and regulations, the Company will hold a stockholders meeting to approve the issuance of the securities, and such meeting, if required, will be held within 120 days of the closing date.
Conditions Precedent:	The consummation of the restructuring is subject to, among other things, (i) execution of written definitive legal documentation acceptable to Investor in its sole discretion and (ii) any approvals to the restructuring required to be obtained by the Company under its Agreement & Plan of Merger, dated as of February 12, 2008, shall be acceptable to Investor in its sole discretion.
Expenses:	The Company shall reimburse the Investor for all costs and expenses associated with the restructuring (including, without limitation, legal fees) regardless of whether the restructuring contemplated hereby is consummated so long as Investor proceeds in good faith up to $30,000 in cash and any amount in excess thereof shall be added to the principal amount of the Note.

Counterparts:

This Term Sheet may be executed in multiple counterparts and by facsimile signature, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument.

Nature of Term Sheet:

Except for “Expenses” and “Counterparts” above and this provision (collectively, the “Binding Provisions”), this Term Sheet represents an expression of intent only. Accordingly, none of the parties hereto will be bound by any terms of this Term Sheet other than the Binding Provisions. This Term Sheet and all rights and remedies hereunder or with respect hereto (including, without limitation, specific performance, injunctions or temporary restraining orders or other similar equitable relief, all of which may be sought and obtained without the necessity of posting any bond or other security) are personal to the parties and neither this Term Sheet nor any such rights or remedies (all of which are cumulative) may be assigned without the consent of the other party hereto. Nothing contained in this Term Sheet shall limit or reduce any rights or remedies that any party may have hereunder at law or in equity. Nothing contained in this Term Sheet shall be, or shall be construed to constitute, a waiver, amendment, modification or forbearance of, or have any effect on, any of the terms or conditions or any rights or remedies that Investor may have under Investor’s Special Warrant. Should Investor determine not to proceed with the contemplated restructuring, Investor shall have no obligation or liability related thereto to the Company or any other person or entity.

[signature page follows]

DISCLAIMER: This Term Sheet summarizes the principal terms of the proposed restructuring. This term sheet does not constitute either an offer to sell or an offer to purchase securities.

2

     If the foregoing is acceptable, please so indicate by executing and delivering a copy of this Term Sheet in the space provided below.

WORKSTREAM INC.	MAGNETAR CAPITAL MASTER FUND, LTD
By: /s/ Jay Markell	By: MAGNETAR FINANCIAL LLC
	Its: Investment Manager
Title: CFO
	By: /s/ Doug Litowitz
	Title: Counsel

DISCLAIMER: This Term Sheet summarizes the principal terms of the proposed restructuring. This term sheet does not constitute either an offer to sell or an offer to purchase securities.

3

EX-99.8

EXHIBIT 99.8

FORBEARANCE AGREEMENT

     This Forbearance Agreement (the “Agreement”) is made as of this 14th day of April 2008 by and between Workstream Inc. (the “Company”) and the holder listed on the signature page hereto (the “Holder”).

RECITALS

     A. The Company, the Holder and various others entered into that certain Transaction Agreement dated as of July 25, 2007 (the “Transaction Agreement”).

     B. Simultaneously with the consummation of the transactions contemplated by the Transaction Agreement, (i) the Company, the Holder and various others entered into that certain Registration Rights Agreement dated as of August 3, 2007 (the “Registration Rights Agreement”) and (ii) the Company sold a Special Warrant (the “Special Warrant”) to the Holder for $5,000,000.

     C. During and only during the period beginning on the date of this Agreement and ending on the twelve month and one day anniversary of the date hereof (such period is referred to herein as the “Standstill Period” and such scheduled ending date is referred to herein as the “Scheduled Standstill Expiration Date”), the Holder is willing to temporarily forbear from exercising certain rights and remedies on the terms, conditions, and provisions contained in this Agreement.

AGREEMENTS

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

     1. Acknowledgment of Triggering Events and Breaches. The Company acknowledges and agrees that:

(i) (1) a Triggering Event (as defined in the Special Warrant) has occurred prior to the date hereof under Section 17(a)(i) of the Special Warrant and (2) an Effectiveness Failure (as defined in the Registration Rights Agreement) has occurred prior to the date hereof under Section 2(e) of the Registration Rights Agreement, in each case, as a result of the failure of the Registration Statement (as defined in the Registration Rights Agreement) initially filed by the Company with the SEC (as defined in the Transaction Agreement) on September 11, 2007 to be declared effective by the SEC on or prior to the date that is sixty (60) days after the Effectiveness Deadline (as defined in the Registration Rights Agreement) for such Registration Statement;

(ii) a Triggering Event has occurred prior to the date hereof under Section 17(a)(iv) of the Special Warrant as a result of threatened or proposed delisting of the Common Shares

(as defined in the Special Warrant) from an Eligible Market (as defined in the Special Warrant);

(iii) a Triggering Event has occurred prior to the date hereof under Section 17(a)(vi) of the Special Warrant as a result of the Company’s failure to pay all Registration Delay Payments (as defined in the Registration Rights Agreement) accrued through the date hereof to the Holder and to each other holder of the other Transaction Agreement Warrants (as defined in the Special Warrant) and such failure continued for at least ten (10) days;

(iv) a Triggering Event has occurred prior to the date hereof under Section 17(a)(x) of the Special Warrant as a result of Deepak Gupta ceasing to serve as Chief Executive Officer of the Company; and

(v) a Triggering Event has occurred prior to the date hereof under Section 17(a)(ix) of the Special Warrant as a result of each of clauses (i) through (iv) above causing a Triggering Event to occur under the other Transaction Agreement Warrants.

The Triggering Events listed in clauses (i) through (v) above are collectively referred to herein as the “Existing Triggering Events” and each is individually referred to herein as an “Existing Triggering Event.” The Company further acknowledges and agrees that it has breached its obligations under the Registration Rights Agreement to pay to the Holder all of the Registration Delay Payments owed to the Holder prior to the date hereof as a result of the Effectiveness Failure described in clause (i) above (such Registration Delay Payments so owed to the Holder are referred to herein as the “Owed Registration Delay Payments” and such breach to so pay the Owed Registration Delay Payments is referred to herein as the “Existing Payment Breach”). The Company represents and warrants to the Holder that no other (a) Triggering Event has occurred other than the Existing Triggering Events and (b) breach has occurred under any of the Transaction Documents other than the Existing Payment Breach.

     2. Forbearance; Standstill Termination. Unless and until a Standstill Termination (as defined below) occurs, during the Standstill Period, the Holder will not exercise any of its rights or remedies (i) under Section 17(b) (other than under the last sentence thereof) of the Special Warrant solely with respect to any of the Existing Triggering Events or (ii) to collect the Owed Registration Delay Payments. Upon the occurrence of a Standstill Termination, the Standstill Period shall be automatically terminated and the Holder shall then be permitted and entitled to immediately exercise all of its rights and remedies (i) under Section 17(b) of the Special Warrant with respect to each of the Existing Triggering Events and (ii) to collect the Owed Registration Delay Payments. “Standstill Termination” shall mean the occurrence of the Scheduled Standstill Expiration Date, or, if earlier, the occurrence of any one or more of the following events: (a) any Triggering Event occurs after the date hereof; or (b) the failure of the transactions contemplated by the Term Sheet attached hereto as Attachment 1 to be consummated within 45 days after the date hereof except if such failure was caused solely by the Holder in bad faith.

2

     3. No Waiver; Reservation of Rights. The Company acknowledges that the Holder is not waiving any of the Existing Triggering Events, the Owed Registration Delay Payments or the Existing Payment Breach but is simply agreeing to forbear from exercising its rights with respect to the Existing Triggering Events, the Owed Registration Delay Payments and the Existing Payment Breach to the extent expressly set forth in this Agreement. Without limiting the generality of the foregoing, the Company acknowledges and agrees that immediately upon expiration of the Standstill Period, the Holder shall have all of its rights and remedies with respect to the Existing Triggering Events, the Owed Registration Delay Payments and the Existing Payment Breach to the same extent, and with the same force and effect, as if the forbearance had not occurred. The Company will not assert and hereby forever waives any right to assert that the Holder is obligated in any way to continue beyond the Standstill Period to forbear from enforcing its rights or remedies (i) under Section 17(b) of the Special Warrant with respect to any of the Existing Triggering Events or (ii) to collect the Owed Registration Delay Payments or that the Holder is not entitled to act on the Existing Triggering Events, the Owed Registration Delay Payments or the Existing Payment Breach after the occurrence of a Standstill Termination as if such Existing Triggering Events, the Owed Registration Delay Payments or Existing Payment Breach (as the case may be) had just occurred and the Standstill Period had never existed. The Company acknowledges that the Holder has made no representations as to what actions, if any, the Holder will take after the Standstill Period or upon the occurrence of any Standstill Termination or the occurrence of any Triggering Event or any other breach of any of the Transaction Documents after the date hereof, and the Holder must and does hereby specifically reserve any and all rights, remedies, and claims it has (after giving effect hereto) with respect to the Existing Triggering Events, the Owed Registration Delay Payments, the Existing Payment Breach and each other Triggering Event or each other breach under any of the Transaction Documents that may occur. It is expressly understood and agreed that nothing contained in this Agreement shall prohibit the Holder from exercising any rights or remedies that may be available to the Holder under this Agreement, the Special Warrant, any other Transaction Document or applicable law, other than its rights and remedies (i) under Section 17(b) (other than under the last sentence thereof) of the Special Warrants solely with respect to the Existing Triggering Events and (ii) to collect the Owed Registration Delay Payments.

     4. Existing Agreements; Entire Agreement. Except as expressly set forth in this Agreement, the Transaction Documents (as defined in the Transaction Agreement) and all of the obligations of the Company thereunder and the rights of and benefits to the Holder thereunder remain in full force and effect. This Agreement supersedes all other prior oral or written agreements between the Holder and the Company with respect to the matters contained herein, and this Agreement contains the entire understanding of the parties with respect to the matters covered herein. The Recitals set forth above are hereby incorporated into this Agreement by reference. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

     5. Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains

3

a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

     6. Headings; Severability. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

     7. Miscellaneous. The Company hereby represents and warrants that it has the necessary power and authority to execute, deliver, and perform the undertakings contained herein, and that this Agreement constitutes the valid and binding obligation of the Company enforceable against it in accordance with its terms. The parties hereto hereby acknowledge and agree that this Agreement shall constitute a Transaction Document for all purposes. The provisions of this Agreement shall survive the termination of the Standstill Period. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person (as defined in the Transaction Agreement).

     8. Governing Law; Jurisdiction; Jury Trial. The parties hereby agree that pursuant to 735 Illinois Compiled Statutes 105/5-5 they have chosen that all questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Illinois. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Cook County, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

4

     9. RELEASE. FOR VALUE RECEIVED, INCLUDING, WITHOUT LIMITATION, THE AGREEMENTS OF THE HOLDER IN THIS AGREEMENT, THE COMPANY HEREBY RELEASES THE HOLDER AND ALL THE OTHER INDEMNITEES (AS DEFINED IN THE TRANSACTION AGREEMENT) (COLLECTIVELY, THE “RELEASED PARTIES”) OF AND FROM ANY AND ALL DEMANDS, ACTIONS, CAUSES OF ACTION, SUITS, CONTROVERSIES, ACTS AND OMISSIONS, LIABILITIES, AND OTHER CLAIMS OF EVERY KIND OR NATURE WHATSOEVER, BOTH IN LAW AND IN EQUITY, KNOWN OR UNKNOWN, WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES NOW HAS OR EVER HAD AGAINST ANY OF THE RELEASED PARTIES ARISING OUT OF OR RELATING TO ANY OF THE TRANSACTION DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ANY ARISING OUT OF OR RELATING TO THE NEGOTIATIONS IN CONNECTION WITH THE EXISTING TRIGGERING EVENTS, THE OWED REGISTRATION DELAY PAYMENTS AND THE EXISTING PAYMENT BREACH AS OF THE DATE HEREOF), AND THE COMPANY FURTHER ACKNOWLEDGES THAT, AS OF THE DATE HEREOF, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS ANY COUNTERCLAIM, SET-OFF, OR DEFENSE AGAINST ANY OF THE RELEASED PARTIES, EACH OF WHICH THE COMPANY HEREBY EXPRESSLY WAIVES ON BEHALF OF ITSELF AND ITS SUBSIDIARIES.

[signature page follows]

5

     IN WITNESS WHEREOF, the Holder and the Company have caused this Agreement to be duly executed on behalf of itself as of the date first written above.

WORKSTREAM INC.
By:	/s/ Jay Markell
Its:	CFO
MAGNETAR CAPITAL MASTER FUND, LTD
By: Magnetar Financial LLC
Its: Investment Manager
By :	/s/ Doug Litowitz
Its: Counsel

6

Attachment 1

See Exhibit 99.7 to the Schedule 13D