EXHIBIT 10.39

                         SUPPLEMENT TO PLEDGE AGREEMENT
                         ------------------------------


                                  SUPPLEMENT NO. 12 (this "SUPPLEMENT") dated
                         as of February 7, 2005, to the PLEDGE 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 in the Credit
                         Agreement referred to below).

         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 Pledge Agreement annexed to the Credit Agreement as Exhibit I
(as amended, supplemented or otherwise modified from time to time, the "PLEDGE
AGREEMENT"), among the Guarantors and the Collateral Agent.

         B. Capitalized terms used herein and not otherwise defined herein are
used with the meanings assigned to such terms in the Credit Agreement and the
Pledge Agreement.

         C. The Pledgors have entered into the Pledge Agreement in order to
induce the Lenders to make Loans and the Issuing Bank to issue Letters of
Credit. Pursuant to Section 5.10 of the Credit Agreement, each Subsidiary (other
than a Foreign Subsidiary) that was not in existence or not a Subsidiary on the
Original Closing Date is required to enter into the Pledge Agreement as a
Subsidiary Pledgor upon becoming a Subsidiary if such Subsidiary owns or
possesses property of a type that would be considered Collateral under the
Pledge Agreement. Section 23 of the Pledge Agreement provides that such
Subsidiaries may become Subsidiary Pledgors under the Pledge Agreement by
execution and delivery of an instrument in the form of this Supplement. The
undersigned Subsidiary (the "NEW PLEDGOR") is executing this Supplement in
accordance with the requirements of the Credit Agreement to become a Subsidiary
Pledgor under the Pledge 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.

<PAGE>

                                                                               2

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

                  SECTION 1. In accordance with Section 23 of the Pledge
Agreement, the New Pledgor by its signature below becomes a Pledgor under the
Pledge Agreement with the same force and effect as if originally named therein
as a Pledgor and the New Pledgor hereby agrees (a) to all the terms and
provisions of the Pledge Agreement applicable to it as a Pledgor thereunder and
(b) represents and warrants that the representations and warranties made by it
as a Pledgor thereunder are true and correct on and as of the date hereof. In
furtherance of the foregoing, the New Pledgor, as security for the payment and
performance in full of the Obligations, 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
Pledgor's right, title and interest in and to the Collateral of the New Pledgor.
Each reference to a "Subsidiary Pledgor" or a "Pledgor" in the Pledge Agreement
shall be deemed to include the New Pledgor. The Pledge Agreement is hereby
incorporated herein by reference. Schedule I attached hereto lists all of the
issued and outstanding equity and debt interests of the New Pledgor.

                  SECTION 2. Schedule II to the Pledge Agreement is hereby
amended and restated to read in its entirety as set forth in Annex A hereto.

                  SECTION 3. The New Pledgor 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 4. This Supplement may be executed in 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 Pledgor 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 5. The New Pledgor hereby represents and warrants that
set forth on Schedule I attached hereto is a true and correct schedule of all
its Pledged Securities.

                  SECTION 6. Except as expressly supplemented hereby, the Pledge
Agreement shall remain in full force and effect.

                  SECTION 7. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 8. In case any one or more of the provisions contained
in this Supplement should be held invalid, illegal or unenforceable in any
respect, neither party

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                                                                               3

hereto shall be required to comply with such provision for so long as such
provision is held to be invalid, illegal or unenforceable, but the validity,
legality and enforceability of the remaining provisions contained herein and in
the Pledge Agreement shall not in any way be affected or impaired. 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.

                  SECTION 9. All communications and notices hereunder shall be
in writing and given as provided in Section 14 of the Pledge Agreement. All
communications and notices hereunder to the New Pledgor shall be given to it in
care of the Borrower.

                  SECTION 10. The New Pledgor 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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                                                                               4

         IN WITNESS WHEREOF, the New Pledgor and the Collateral Agent have duly
executed this Supplement to the Pledge 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

<PAGE>

                                                                   Schedule I to
                                                               Supplement No. 12
                                                         to the Pledge Agreement

                      Pledged Securities of the New Pledgor
                      -------------------------------------

                           EQUITY INTERESTS AND RIGHTS


                   Number of      Registered       Number and      Percentage of
      Issuer     Certificate        Owner        Class of Shares      Shares
      ------     -----------        -----        ---------------      ------

MCVT, Inc.        001          Cross Country         100/Common        100%
                               Healthcare, Inc.



                                 DEBT SECURITIES

                          Principal
       Issuer               Amount           Date of Note        Maturity Date
       ------               ------           ------------        -------------

<PAGE>

                                                                         Annex A
                                                              Schedule II to the
                                                                Pledge Agreement


                           EQUITY INTERESTS AND RIGHTS


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Pledgor               Issuer             No. of             Registered Owner   No. and Class   Percentage of
                                         Certificate                           of Shares          Shares
------------------------------------------------------------------------------------------------------------
<S>                   <C>                <C>                <C>                <C>                <C>
Cross Country         TVCM, Inc.         105                Cross Country      100 shares of      100%
Healthcare, Inc.                                            Healthcare, Inc.   Common Stock
------------------------------------------------------------------------------------------------------------
Cross Country         CC Staffing,       2                  Cross Country      100 shares of      100%
Healthcare, Inc.      Inc.                                  Healthcare, Inc.   Common Stock
------------------------------------------------------------------------------------------------------------
Cross Country         Cejka & Company    4                  Cross Country      100 shares of      100%
Healthcare, Inc.                                            Healthcare, Inc.   Common Stock
------------------------------------------------------------------------------------------------------------
Cross Country         Cross Country      C2                 Cross Country      100 shares of      100%
Healthcare, Inc.      Education, Inc.                       Healthcare, Inc.   Common Stock
------------------------------------------------------------------------------------------------------------
Cross Country         ClinForce, Inc.    4                  Cross Country      10 shares of       100%
Healthcare, Inc.                                            Healthcare, Inc.   Common Stock
------------------------------------------------------------------------------------------------------------
Cross Country         Cross Country      C1                 Cross Country      100 shares of      100%
Healthcare, Inc.      TravCorps, Inc.                       Healthcare, Inc.   Common Stock
------------------------------------------------------------------------------------------------------------
Cross Country         NovaPro, Inc.      1                  Cross Country      100 shares of      100%
Healthcare, Inc.                                            Healthcare, Inc.   Common Stock
------------------------------------------------------------------------------------------------------------
Cross Country         Cross Country      C1                 Cross Country      100 shares of      100%
Healthcare, Inc.      Consulting, Inc.                      Healthcare, Inc.   Common Stock
------------------------------------------------------------------------------------------------------------
Cross Country         Assignment         1                  Cross Country      100 shares of      100%
Healthcare, Inc.      America, Inc.                         Healthcare, Inc.   Common Stock
------------------------------------------------------------------------------------------------------------
Cross Country         MedStaff, Inc.,    2                  Cross Country      100 shares of      100%
Healthcare, Inc.      fka Cross                             Healthcare, Inc.   Common Stock
                      Country Nurses,
                      Inc.
------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                         Annex A
                                                              Schedule II to the
                                                                Pledge Agreement


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
<S>                   <C>                <C>                <C>                <C>                <C>
Cross Country         Cross Country      C2                 Cross Country      100 shares of      100%
Healthcare, Inc.      Local, Inc.                           Healthcare, Inc.   Common Stock
------------------------------------------------------------------------------------------------------------
Cross Country         Cross Country      1                  Cross Country      3,000 shares of    100%
Healthcare, Inc.      Capital, Inc.                         Healthcare, Inc.   Common Stock
------------------------------------------------------------------------------------------------------------
Cross Country         MCVT, Inc.         1                  Cross Country      100 shares of      100%
Healthcare, Inc.                                            Healthcare, Inc.   Common Stock
------------------------------------------------------------------------------------------------------------

                                 DEBT SECURITIES

------------------------------------------------------------------------------------------------------------
Pledgor                  Issuer                 Principal Amount       Date of Note           Maturity Date
------------------------------------------------------------------------------------------------------------
Cross Country Capital,   MedStaff, Inc., fka    $84,000,000            June 5, 2003           June 4, 2009
Inc.                     Cross Country
                         Nurses, Inc.
------------------------------------------------------------------------------------------------------------
</TABLE>