ASSET PURCHASE AGREEMENT



THIS AGREEMENT made as of the 17th day of March, 2004.



BETWEEN:



          WORKSTREAM USA, INC.,

          a corporation incorporated under the laws of Delaware



          (hereinafter referred to as the "Purchaser")

AND:



          WORKSTREAM INC.,

          a corporation incorporated under the laws of Canada



          (hereinafter referred to as "Workstream")

AND:



          PEOPLEVIEW, INC.,

          a corporation incorporated under the laws of the State of Nevada



          (hereinafter referred to as the "Vendor")



WHEREAS:



A.    The Vendor carries on the business of providing real-time decision support

      for human capital management;



B.    The Vendor wishes to sell and assign to the Purchaser, and the Purchaser

      wishes to purchase and assume from Vendor certain of the assets of such

      business on the terms and subject to the conditions hereinafter contained.



NOW THEREFORE in consideration of the mutual covenants and agreements herein

contained and other good and valuable consideration paid by each of the parties

hereto to each of the other parties hereto (the receipt and sufficiency of which

are hereby acknowledged), it is agreed among the parties hereto as follows:



1.       INTERPRETATION



         1.1.     DEFINED TERMS. In this Agreement and in the schedules hereto,

                  unless there is something in the subject-matter or context

                  inconsistent therewith, the following terms and expressions

                  will have the following meanings:



<PAGE>



                  1.1.1.   "Affiliate" of any person means any corporation

                           which, directly or indirectly, is controlled by,

                           controls or is under direct or indirect common

                           control with such person;



                  1.1.2.   "Agreement", "hereto", "herein", "hereof",

                           "hereunder" and similar expressions refer to this

                           Asset Purchase Agreement and not any particular

                           paragraph or any particular portion of this agreement

                           and includes all schedules attached to this

                           agreement;



                  1.1.3.   "Assumed Contracts" means all contracts, agreements,

                           orders, commitments and other engagements by or with

                           third parties relating to the Business which are

                           included in the Purchased Assets including, without

                           limitation, the Customer Contracts and the Leases all

                           of which, including amounts payable thereon, all of

                           which are listed in Schedule 1.1.3 attached hereto;



                  1.1.4.   "Business" means the business carried on by the

                           Vendor which primarily involves the provision of

                           real-time decision support for human capital

                           management;



                  1.1.5.   "Business Day" means a day other than a Saturday, a

                           Sunday or other day on which commercial banks in

                           Ottawa, Ontario, Canada are authorized or required by

                           law to close;



                  1.1.6.   "Closing Date" means March 17, 2004, or such other

                           date as the Vendor and Purchaser may agree upon;



                  1.1.7.   "Closing Time" means 2:00 o'clock in the afternoon on

                           the Closing Date or such other time on the Closing

                           Date as the parties hereto may agree upon;



                  1.1.8.   "Commission" means the Securities and Exchange

                           Commission;



                  1.1.9.   "Commission Documents" means all of the Purchaser's

                           filings with the Commission prior to the date hereof;



                  1.1.10.  "Customer Contracts" means any and all agreements

                           entered into between the Vendor and one or more third

                           parties relating to the sale or provision of goods or

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