0001398344-11-001169 Sample Contracts

BUSINESS FINANCING AGREEMENT
Business Financing Agreement • May 16th, 2011 • Workstream Inc • Services-business services, nec • California

This BUSINESS FINANCING AGREEMENT, dated as of May 3, 2011, is made and entered into between BRIDGE BANK, NATIONAL ASSOCIATION ("Lender") and WORKSTREAM USA, INC., a Delaware corporation ("Workstream"), PAULA ALLEN HOLDINGS, INC., a Florida corporation ("PAH"), 6FIGUREJOBS.COM, INC. ("6FIGURE"), a Delaware corporation and INCENTIVES ADVISORS, LLC, an Arizona limited liability company ("Incentive") (Workstream, PAH, 6FIGURE and Incentive, sometimes are individually referred to as a "Borrower" and, collectively, as the "Borrowers") on the following terms and conditions:

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • May 16th, 2011 • Workstream Inc • Services-business services, nec • California

THIS STOCK PLEDGE AGREEMENT (the “Agreement”) is made as of May 3, 2011 by and between WORKSTREAM INC. (“Pledgor”) and BRIDGE BANK, NATIONAL ASSOCIATION (“Secured Party”).