EXHIBIT 10.38


                        SUPPLEMENT TO SECURITY AGREEMENT
                        --------------------------------

                                 SUPPLEMENT NO. 12 (this "SUPPLEMENT") dated
                        as of February 7, 2005, to the SECURITY AGREEMENT
                        dated as of July 29, 1999, as subsequently amended
                        and restated, among CROSS COUNTRY HEALTHCARE, INC.
                        (f/k/a Cross Country, Inc.), a Delaware corporation
                        (the "BORROWER"), and CITICORP USA, INC.
                        ("CITICORP"), as collateral agent (in such capacity,
                        the "COLLATERAL AGENT") for the Obligees (as defined
                        herein).

         A. Reference is made to (a) the Credit Agreement dated as of July 29,
1999, as amended and restated as of December 16, 1999, March 16, 2001 and June
5, 2003 (as amended, supplemented or otherwise modified from time to time, the
"CREDIT AGREEMENT"), among the Borrower, the Lenders (as defined in Article I
thereof), Citigroup Global Markets Inc., as sole bookrunner and joint lead
arranger, Wachovia Securities LLC, as joint lead arranger (together with
Citigroup Global Markets Inc., in such capacity, the "ARRANGERS"), Citicorp USA,
Inc., as issuing bank (in such capacity, the "ISSUING BANK"), as swingline
lender (in such capacity, the "SWINGLINE LENDER"), as administrative agent for
the Lenders (in such capacity, the "ADMINISTRATIVE AGENT") and as collateral
agent for the Lenders (in such capacity the "COLLATERAL AGENT"), Wachovia Bank,
National Association, as syndication agent (the "SYNDICATION Agent"), and
General Electric Capital Corporation, Key Corporate Capital Inc., LaSalle Bank
N.A. and SunTrust Bank, as documentation agents (the "DOCUMENTATION AGENTS") and
(b) the form of Security Agreement annexed to the Credit Agreement as Exhibit H
as amended, supplemented or otherwise modified from time to time (the "SECURITY
AGREEMENT").

         B. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Security Agreement and the
Credit Agreement.

         C. The Grantors have entered into the Security Agreement in order to
induce the Lenders to make Loans and the Issuing Bank to issue Letters of
Credit. Section 7.15 of the Security Agreement provides that additional
Subsidiaries may become Grantors under the Security Agreement by execution and
delivery of an instrument in the form of this Supplement. The undersigned
Subsidiary (the "NEW GRANTOR") is executing this Supplement in accordance with
the requirements of the Credit Agreement to become a Grantor under the Security
Agreement in order to induce the Lenders to make additional Loans and the
Issuing Bank to issue additional Letters of Credit and as consideration for
Loans previously made and Letters of Credit previously issued.

                  Accordingly, the Collateral Agent and the New Grantor agree as
         follows:

                  SECTION 1. In accordance with Section 7.15 of the Security
Agreement, the New Grantor by its signature below becomes a Grantor under the
Security Agreement with the same force and effect as if originally named therein
as a Grantor and the New Grantor hereby (a) agrees to all the terms and
provisions of the Security Agreement applicable to it as a Grantor thereunder
and (b) represents and warrants that the

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representations and warranties made by it as a Grantor thereunder are true and
correct on and as of the date hereof. In furtherance of the foregoing, the New
Grantor, as security for the payment and performance in full of the Obligations
(as defined in the Credit Agreement), does hereby create and grant to the
Collateral Agent, its successors and assigns, for the benefit of the Obligees,
their successors and assigns, a security interest in and lien on all of the New
Grantor's right, title and interest in and to the Collateral (as defined in the
Security Agreement) of the New Grantor. Each reference to a "GRANTOR" in the
Security Agreement shall be deemed to include the New Grantor. The Security
Agreement is hereby incorporated herein by reference.

                  SECTION 2. The New Grantor represents and warrants to the
Collateral Agent and the other Obligees that this Supplement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms.

                  SECTION 3. This Supplement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. This Supplement shall become effective when the Collateral
Agent shall have received counterparts of this Supplement that, when taken
together, bear the signatures of the New Grantor and the Collateral Agent.
Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement.

                  SECTION 4. The New Grantor hereby represents and warrants that
(a) set forth on Schedule I attached hereto is a true and correct schedule of
the location of any and all Collateral of it and a listing of any and all
Intellectual Property now owned by the New Grantor and (b) the true and correct
location of the chief executive office of the New Grantor is set forth under its
signature hereto.

                  SECTION 5. Except as expressly supplemented hereby, the
Security Agreement shall remain in full force and effect. THIS SUPPLEMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

                  SECTION 6. In case any one or more of the provisions contained
in this Supplement should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and in the Security Agreement shall not in any way be affected
or impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction). The parties hereto shall
endeavor in good faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

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                                                                               3

                  SECTION 7. All communications and notices hereunder shall be
in writing and given as provided in Section 7.01 of the Security Agreement. All
communications and notices hereunder to the New Grantor shall be given to it in
care of the Borrower.

                  SECTION 8. The New Grantor agrees to reimburse the Collateral
Agent for its reasonable out-of-pocket expenses in connection with this
Supplement, including the reasonable fees, other charges and disbursements of
counsel for the Collateral Agent.


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         IN WITNESS WHEREOF, the New Grantor and the Collateral Agent have duly
executed this Supplement to the Security Agreement as of the day and year first
above written.

                                   MCVT, INC., a Delaware corporation,

                                        By   /s/ Susan Ball
                                             -----------------------------------
                                             Name:    Susan Ball
                                             Title: Assistant Secretary

                                   Address:  6551 Park of Commerce Blvd, N.W.
                                             Boca Raton, Florida 33487


                                   CITICORP USA, INC., as Collateral Agent,

                                        By   /s/ Allen Fisher
                                             -----------------------------------
                                             Name:  Allen Fisher
                                             Title: Vice President


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                                                                      SCHEDULE I
                                                            to Supplement No. 12
                                                       to the Security Agreement


                             LOCATION OF COLLATERAL
                             ----------------------

1.       Location of Collateral
         ----------------------

         6551 Park of Commerce Blvd, N.W.
         Boca Raton, Florida 33487


2.       Chief Executive Office
         ----------------------

         6551 Park of Commerce Blvd, N.W.
         Boca Raton, Florida 33487



                              INTELLECTUAL PROPERTY
                              ---------------------