This Amended and Restated Accounts Receivable Management and Security Agreement is made as of June 27, 1996 by and between BNY FINANCIAL CORPORATION("BNY"), each of the undersigned financial institutions and the various other financial institutions which become Lenders hereunder(BNY and each of the other financial institutions collectively, the "Lenders" and individually a "Lender"), BNY as agent for the Lenders(BNY in such capacity, the "Agent") and TMPWORLDWIDE INC.("Borrower"), a Delaware corporation.

BACKGROUND

Borrower and BNY are parties to (i) an Accounts Receivable Management and Security Agreement made as of March 14, 1994(as same has been amended, modified or supplemented from time to time, the "Original ARM Agreement").

Borrower is presently indebted to BNY under the Original ARM Agreement in the aggregate principal sum of$80,250,272.20(including all outstanding Letters of Credit) plus all interest accrued thereon. Borrower has requested and BNY has agreed to amend, by restating in full, the terms of the Original ARM Agreement. The parties intend(a) that all amounts advanced or financial accommodations provided pursuant to the Original ARM Agreement will remain outstanding and all security interests and liens granted pursuant to the Existing Loan Documents shall remain in full force and effect and not be limited but rather shall be expanded and ratified by this Agreement and the Ancillary Agreements to be forth e benefit of all Lenders and to secure all Loans(as defined herein) and(b) to restate and amend the Original ARM Agreement on the terms and conditions hereafter set forth. The parties further intend that the terms and conditions of all existing and future Loans (as hereafter defined) and Collateral (as hereafter defined) interests shall be governed by this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and undertakings and the terms and conditions contained herein, the parties hereto agree as follows:

AMENDMENT AND RESTATEMENT

As of the date of this Agreement, the terms, conditions, covenants, agreements, representations and warranties contained in the Original ARM Agreement shall be deemed amended and restated in their entirety as follows and the Original ARM Agreement shall be consolidated with and into and superseded by this Agreement; PROVIDED, HOWEVER, that nothing contained in this Agreements hall impair, limit or affect the liens and security interests heretofore granted, pledged and/or assigned to Agent for the ratable benefit of Lenders as security for Borrower's Obligations to Lenders under the Original ARM Agreement.

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