AMENDED AND RESTATED ACCOUNTS RECEIVABLE MANAGEMENT
AND SECURITY AGREEMENT

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 TMP WORLDWIDE 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 for the 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:

A. 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and restated in their entirety as follows and the Original ARM Agreement shall be consolidated with and into and superseded by this Agreement; PROVIDED, HOWEVER, that nothing contained in this Agreements hall impair, limit or affect the liens and security interests heretofore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.

1. (A) GENERAL DEFINITIONS. When used in this Agreement, the following terms shall have the following meanings:

"ACQUISITION" shall have the meaning set forth in paragraph 12 (m).

"ADJUSTMENT PERCENTAGE" means the percentage derived by dividing (a) Free Cash Flow measured on a rolling four Fiscal Quarter Basis as at the end of each Fiscal Quarter by (b)$100,000,000.

"AFFILIATE" of any Person means (a) any Person (other than a Subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, or (b) any Person who is a director or officer (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (i) to vote 5% or more of the securities having ordinary voting power for the election of directors of such Person, or (ii) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

"AFFILIATE RECEIVABLES" means and includes all of each Scheduled Affiliate's now owned or hereafter acquired accounts and contract rights, instruments, insurance proceeds, documents, chattel paper, letters of credit and each Scheduled Affiliate's rights to receive payment thereunder, any and all rights to the payment or receipt of money or other forms of consideration of any kind at any time now or hereafter owing or to be owing to a Scheduled Affiliate, all proceeds thereof and all files in which any Scheduled Affiliate has any interest whatsoever containing information identifying or pertaining to any of a Scheduled Affiliate's Receivables, together with all of such Scheduled Affiliate's rights to any merchandise which is represented thereby, and all of such Scheduled Affiliate's right, title, security and guaranties with respect to each Affiliate Receivable, including, without limitation, all rights of stoppage in transit, replevin and reclamation and all rights as an unpaid vendor.

"ALTERNATE BASE RATE" means, for any day, a rate per annum equal to the higher of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Rate in effect on such day plus 1/2 of 1%.

"ALTERNATE BASE RATE LOAN" shall mean any Loan that bears interest based upon the Alternate Base Rate.

"ANCILLARY AGREEMENTS" means all agreements, instruments, and documents including, without limitation, mortgages, pledges, powers of attorney, consents, assignments, contracts, notices, security agreements, trust agreements whether heretofore, concurrently, or hereafter executed by or on behalf of Borrower or delivered to Agent or any Lender, relating to the Original ARM Agreement, this Agreement or to the transactions contemplated by this Agreement.

"ANNUAL MINIMUM" means$450,000,000.

"APPLICABLE MARGIN" means, with respect to Alternate Base Rate Loans, Eurodollar Rate Loans and LIBOR Rate Loans the percentages which, when added too r subtracted from the Alternate Base Rate, the Eurodollar Rate, or the LIB O Floating Rate, as the case may be, comprise the Contract Rate and are referenced in and are subject to adjustment as provided under section 5 (a) (vi) hereof.

"BANK" means The Bank of New York.

"BNY OVERADVANCES" shall have the meaning set forth in Section 2 (c).

"BORROWER ON A CONSOLIDATED BASIS" means the combination in accordance with the GAAP of (i) the consolidation in accordance with GAAP of the accounts and other items of Borrower and its consolidated Subsidiaries (ii) the consolidation in accordance with GAAP of the accounts and other items of WCI and its consolidated subsidiaries and (iii) the combination in accordance with GA AP of the accounts and other items of all Scheduled Affiliates (other than as included in preceding clauses (i) and (ii).

"BUSINESS DAY" shall mean with respect to Eurodollar Rate Loans, any day on which commercial banks are open for domestic and international business, including dealings in Dollar deposits in London, England and New York, New York and with respect to all other loans, any day other than a day on which commercial banks in New York are authorized or required by law to close.

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