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                            ASSET PURCHASE AGREEMENT



THIS  AGREEMENT  made  as  of  the  8th  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

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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:



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                                      2



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 services by the Vendor to such third parties in connection

with  the Business, including unfilled orders, commitments and other engagements

by  or  with  such  third  parties,  all  of  which are listed in Schedule 2.1.4

attached  hereto;



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1.1.11.     "Encumbrances"  means  mortgages,  charges,  pledges,  security

interests,  liens,  encumbrances,  actions,  claims, demands and equities of any

nature  whatsoever  or howsoever arising and any rights or privileges capable of

becoming  any  of  the  foregoing;



1.1.12.     Intentionally  deleted;



1.1.13.     "Governmental  Authority"  means  any  foreign,  domestic,  federal,

territorial,  state  or  local  governmental  authority,  quasi-governmental

authority,  instrumentality,  court, government or self-regulatory organization,

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