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                                                                  Exhibit 10.12

                                           [FORM OF]

                                    SECURITY AGREEMENT (together with any
                           instruments executed and delivered pursuant to
                           Section 7.15, the "AGREEMENT") dated as of July 29,
                           1999, among CROSS COUNTRY TRAVCORPS, INC., a Delaware
                           corporation (the "BORROWER"), and CITICORP USA, INC.
                           ("CITIBANK"), as collateral agent (in such capacity,
                           the "COLLATERAL AGENT") for the Obligees (as defined
                           herein).

         Reference is made to (a) the Credit Agreement dated as of July 29,
1999, as amended and restated as of December 16, 1999 and March 16, 2001 (as
amended, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT"), among the Borrower, the Lenders (as defined in Article I thereof),
Salomon Smith Barney Inc., as arranger (in such capacity, the "ARRANGER"),
Citicorp, as administrative agent for the Lenders (in such capacity, the
"ADMINISTRATIVE AGENT"), as Collateral Agent, as issuing bank (in such capacity,
the "ISSUING BANK") and as swingline lender (in such capacity, the "SWINGLINE
LENDER"), Bankers Trust Company, as syndication agent (the "SYNDICATION AGENT"),
and Wachovia Bank, N.A., as documentation agent (the "DOCUMENTAION AGENT") and
(b) the form of Subsidiary Guarantee Agreement annexed to the Credit Agreement
as Exhibit G (as amended, supplemented or otherwise modified from time to time,
the "SUBSIDIARY GUARANTEE AGREEMENT").

         The Lenders have agreed to make Loans to the Borrower, and the Issuing
Bank has agreed to issue Letters of Credit for the account of the Borrower,
pursuant to, and upon the terms and subject to the conditions specified in the
Credit Agreement. The Borrower has agreed to cause each of the Subsidiaries (the
"Subsidiary GUARANTORS"; the Borrower and the Subsidiary Guarantors are referred
to collectively as the "GRANTORS"), other than any Foreign Subsidiary, to
guarantee pursuant to the Subsidiary Guarantee Agreement, among other things,
all the obligations of the Borrower under the Credit Agreement and pursuant to
Section 7.15 to become grantors under this Agreement. The obligations of the
Lenders to make such Loans and of the Issuing Bank to issue such Letters of
Credit are conditioned upon, among other things, the execution and delivery by
the Grantors of an agreement in the form hereof to secure the Obligations.

         Accordingly, the Grantors and the Collateral Agent, on behalf of itself
and each Obligee (and each of their respective successors or assigns), hereby
agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.01. DEFINITION OF TERMS USED HEREIN. (a) Unless the context
otherwise requires, all capitalized terms used herein but not defined herein
shall have the meanings set forth in the Credit Agreement and all references to
the Uniform Commercial Code shall mean the Uniform Commercial Code in effect in
the State of New York as of the Original Closing Date.

         (b) As used herein, the following terms shall have the following
meanings:


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                                                                        2

         "ACCOUNT DEBTOR" shall mean any person who is or who may become
obligated to any Grantor under, with respect to or on account of an Account.

         "ACCOUNT RIGHTS" shall mean all Accounts and all right, title and
interest in any returned goods, together with all rights, titles, securities and
guarantees with respect thereto, including any rights to stoppage in transit,
replevin, reclamation and resales, and all related security interests, liens and
pledges, whether voluntary or involuntary, in each case whether now existing or
owned or hereafter arising or acquired.

         "ACCOUNTS" shall mean any and all right, title and interest of any
Grantor to payment for goods and services sold or leased, including any such
right evidenced by chattel paper, whether due or to become due, whether or not
it has been earned by performance, and whether now or hereafter acquired or
arising in the future, including payments due from Affiliates of the Grantors.

         "CHATTEL PAPER" shall mean (a) a writing or writings which evidence
both a monetary obligation and a security interest in or a lease of specific
Equipment and (b) all other property now or hereafter constituting "chattel
paper" under the Uniform Commercial Code as in effect in the State of New York
or its equivalent in other jurisdictions, in each case that are now or hereafter
owned by Grantor.

         "COLLATERAL" shall mean all (a) Account Rights, (b) Documents, (c)
Inventory, (d) Chattel Paper, (e) Contract Rights, (f) Equipment, (g) General
Intangibles, (h) cash and cash accounts (including the Concentration Account,
the Collection Deposit Account and the General Fund Account), (i) Intellectual
Property, (j) Investment Property and (k) Proceeds.

         "COLLECTION DEPOSIT ACCOUNT" shall mean a lockbox account of a Grantor
maintained for the benefit of the Obligees with the Collateral Agent or with a
Sub-Agent pursuant to a Lockbox and Depository Agreement.

         "COMMODITY ACCOUNT" shall mean an account maintained by a Commodity
Intermediary in which a Commodity Contract is carried for a Commodity Customer.

         "COMMODITY CONTRACT" shall mean a commodity futures contract, an option
on a commodity futures contract, a commodity option or any other contract that,
in each case, is (a) traded on or subject to the rules of a board of trade that
has been designated as a contract market for such a contract pursuant to the
federal commodities laws or (b) traded on a foreign commodity board of trade,
exchange or market, and is carried on the books of a Commodity Intermediary for
a Commodity Customer.

         "COMMODITY CUSTOMER" shall mean a person for whom a Commodity
Intermediary carries a Commodity Contract on its books.

         "COMMODITY INTERMEDIARY" shall mean (a) a person who is registered as a
futures commission merchant under the federal commodities laws or (b) a person
who in the ordinary course of its business provides clearance or settlement
services for a board of trade that has been designated as a contract market
pursuant to federal commodities laws.

         "CONCENTRATION ACCOUNT" shall mean the cash collateral account
established at the office of Citibank, N.A. located at 390 Greenwich Street, New
York, NY 10013, in the name of the Collateral Agent, Account No. ____________.


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                                                                           3

         "CONTRACT RIGHTS" shall mean the rights of any Grantor to bill and
receive payment for completed work under any and all contracts, agreements or
purchase orders.

         "COPYRIGHT LICENSE" shall mean any written agreement, now or hereafter
in effect, granting any right to any Grantor under any Copyright now or
hereafter owned by any third party, and all rights of such Grantor under any
such agreement.

         "COPYRIGHTS" shall mean all of the following now owned or hereafter
acquired by any Grantor: (a) all copyright rights in any work subject to the
copyright laws of the United States or any other country, whether as author,
assignee, transferee or otherwise, and (b) all registrations and applications
for registration of any such copyright in the United States or any other
country, including registrations, recordings, supplemental registrations and
pending applications for registration in the United States Copyright Office or
any similar offices in any other country.

         "CREDIT AGREEMENT" shall have the meaning assigned to such term in the
preliminary statement of this Agreement.

         "DOCUMENTS" shall mean all instruments, certificates representing
shares of capital securities, files, records, ledger sheets and documents
covering or relating to any of the Collateral.

         "ENTITLEMENT HOLDER" shall mean a person identified in the records of a
Securities Intermediary as the person having a Security Entitlement against the
Securities Intermediary. If a person acquires a Security Entitlement by virtue
of Section 8-501(b)(2) or (3) of the Uniform Commercial Code, such person is the
Entitlement Holder.

         "EQUIPMENT" shall mean all equipment, furniture and furnishings and all
tangible personal property similar to any of the foregoing, including tools,
parts and supplies of every kind and description, and all improvements,
accessions or appurtenances thereto, that are now or hereafter owned by any
Grantor. The term Equipment shall include Fixtures.

         "FINANCIAL ASSET" shall mean (a) a Security, (b) an obligation of a
person or a share, participation or other interest in a person or in property or
an enterprise of a person, which is, or is of a type, dealt with in or traded on
financial markets, or which is recognized in any area in which it is issued or
dealt in as a medium for investment or (c) any property that is held by a
Securities Intermediary for another person in a Securities Account if the
Securities Intermediary has expressly agreed with the other person that the
property is to be treated as a Financial Asset under Article 8 of the Uniform
Commercial Code. As the context requires, the term Financial Asset shall mean
either the interest itself or the means by which a person's claim to it is
evidenced, including a certificated or uncertificated Security, a certificate
representing a Security or a Security Entitlement.

         "FIXTURES" shall mean all items of Equipment, whether now owned or
hereafter acquired, of any Grantor that become so related to particular real
estate that an interest in them arises under any real estate law applicable
thereto.

         "GENERAL FUND ACCOUNT" shall mean the general fund account established
at the office of Citibank, N.A. located at 390 Greenwich Street, New York, NY
10013, in the name of the Borrower, Account No.___________.


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                                                                         4

         "GENERAL INTANGIBLES" shall mean all choses in action and causes of
action and all other assignable intangible personal property of any Grantor of
every kind and nature (other than Account Rights) now owned or hereafter
acquired by any Grantor, including all rights and interests in partnerships,
limited partnerships, limited liability companies and other unincorporated
entities, corporate or other business records, indemnification claims and
contract rights (including (a) rights under leases, whether entered into as
lessor or lessee (but excluding real estate leases), (b) rights under the
Acquisition Agreement, (c) rights under any Interest Rate Agreement, (d) any
intercompany payment obligations not evidenced by any instrument, (e) any
written agreement, now or hereafter in effect, granting any right to any third
party under any Copyright now or hereafter owned by any Grantor or which such
Grantor otherwise has the right to license, and all rights of such Grantor under
any such agreement, (f) any written agreement, now or hereafter in effect,
granting to any third party any right to make, use or sell any invention on
which a Patent, now or hereafter owned by any Grantor or which any Grantor
otherwise has the right to license, is in existence, and all rights of any
Grantor under any such agreement, (g) any written agreement, now or hereafter in
effect, granting any right to any third party to use any Trademark now or
hereafter owned by any Grantor or which such Grantor otherwise has the right to
license, and all rights of such Grantor under any such agreement, and (h) other
agreements, goodwill, registrations, franchises, tax refund claims and any
letter of credit, guarantee, claim, security interest or other security held by
or granted to any Grantor to secure payment by an Account Debtor of any of the
Account Rights).

         "INTELLECTUAL PROPERTY" shall mean all intangible, intellectual and
similar property of any Grantor of every kind and nature now owned or hereafter
acquired by any Grantor, including inventions, designs, Patents, Copyrights,
Licenses, Trademarks, trade secrets, confidential or proprietary technical and
business information, know-how, show-how or other data or information, software
and databases and all embodiments or fixations thereof and related
documentation, registrations and franchises, and all additions, improvements and
accessions to, and books and records describing or used in connection with, any
of the foregoing.

         "INVENTORY" shall mean all goods of any Grantor, whether now owned or
hereafter acquired, held for sale or lease, or furnished or to be furnished by
any Grantor under contracts of service or consumed in any Grantor's business,
including raw materials, intermediates, work in process, packaging materials,
finished goods, semi-finished inventory, scrap inventory, manufacturing supplies
and spare parts, and all such goods that have been returned to or repossessed by
or on behalf of any Grantor.

         "INVESTMENT PROPERTY" shall mean all Securities (whether certificated
or uncertificated), Security Entitlements, Securities Accounts, Commodity
Contracts and Commodity Accounts of any Grantor, whether now owned or hereafter
acquired by any Grantor.

         "LICENSE" shall mean any Patent License, Trademark License, Copyright
License or other license or sublicense to which any Grantor is a party, other
than those licenses or license agreements which by their terms prohibit (or as
to which applicable law prohibits) assignment or a grant of a security interest
by such Grantor.

         "LOCKBOX AND DEPOSITORY AGREEMENT" shall mean a Lockbox and Depository
Agreement substantially in the form of Annex 3 hereto among the Borrower, the
Collateral Agent and a Sub-Agent.


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                                                                            5

         "LOCKBOX SYSTEM" shall have the meaning assigned to such term in
Section 5.01.

         "OBLIGATIONS" shall have the meaning assigned to such term in the
Credit Agreement.

         "PATENT LICENSE" shall mean any written agreement, now or hereafter in
effect, granting to any Grantor any right to make, use or sell any invention on
which a Patent, now or hereafter owned by any third party, is in existence, and
all rights of any Grantor under any such agreement.

         "PATENTS" shall mean all of the following now owned or hereafter
acquired by any Grantor: (a) all letters patent of the United States or any
other country, all registrations and recordings thereof and all applications for
letters patent of the United States or any other country, including
registrations, recordings and pending applications in the United States Patent
and Trademark Office or any similar offices in any other country and (b) all
reissues, continuations, divisions, continuations-in-part, renewals or
extensions thereof and the inventions disclosed or claimed therein, including
the right to make, use and/or sell the inventions disclosed or claimed therein.

         "PERFECTION CERTIFICATE" shall mean a certificate substantially in the
form of Annex 1 hereto, completed and supplemented with the schedules and
attachments contemplated thereby, and duly executed by a Financial Officer and
the chief legal officer of the Borrower.

         "PROCEEDS" shall mean any consideration received from the sale,
exchange, license, lease or other disposition of any asset or property that
constitutes Collateral, any value received as a consequence of the possession of
any Collateral and any payment received from any insurer or other person or
entity as a result of the destruction, loss, theft, damage or other involuntary
conversion of whatever nature of any asset or property which constitutes Collat
eral and shall include (a) all cash and negotiable instruments received by or
held on behalf of the Collateral Agent pursuant to the Lockbox System, (b) any
claim of any Grantor against any third party for (and the right to sue and
recover for and the rights to damages or profits due or accrued arising out of
or in connection with) (i) past, present or future infringement of any Patent
now or hereafter owned by any Grantor or licensed to any Grantor under a Patent
License, (ii) past, present or future infringement or dilution of any Trademark
now or hereafter owned by any Grantor or licensed to a Grantor under a Trademark
License or injury to the goodwill associated with or symbolized by any Trademark
now or hereafter owned by any Grantor, (iii) past, present or future breach of
any License and (iv) past, present or future infringement of any Copyright now
or hereafter owned by any Grantor or licensed to a Grantor under a Copyright
License and (c) any and all other amounts from time to time paid or payable
under or in connection with any of the Collateral.

         "OBLIGEES" shall mean (a) the Lenders, (b) the Administrative Agent,
(c) the Collateral Agent, (d) the Swingline Lender, (e) the Issuing Bank, (f)
each counterparty to any hedging agreement entered into with the Borrower or any
Subsidiary if such counterparty was a Lender (or an Affiliate of a Lender) at
the time such hedging agreement was entered into, (g) the beneficiaries of each
indemnification obligation undertaken by any Grantor under any Loan Document and
(h) the successors and assigns of each of the foregoing.

         "SECURITIES" shall mean any obligations of an issuer or any shares,
participations or other interests in an issuer or in property or an enterprise
of an issuer which (a) are represented by a certificate representing a security
in bearer or registered form, or the transfer of which may be registered upon
books maintained for that purpose by or on behalf of the


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                                                                            6

issuer, (b) are one of a class or series or by its terms is divisible into a
class or series of shares, participations, interests or obligations and (c)(i)
are, or are of a type, dealt with or traded on securities exchanges or
securities markets or (ii) are a medium for investment and by their terms
expressly provide that they are a security governed by Article 8 of the Uniform
Commercial Code (other than as expressly excluded by Section 8-103(c), (e), and
(f) of such Article); PROVIDED, HOWEVER, that "SECURITIES" shall not mean any
obligations of the Excluded Subsidiary or any shares, participations or other
interests in the Excluded Subsidiary or in property or an enterprise of the
Excluded Subsidiary.

         "SECURITIES ACCOUNT" shall mean an account to which a Financial Asset
is or may be credited in accordance with an agreement under which the person
maintaining the account undertakes to treat the person for whom the account is
maintained as entitled to exercise rights that comprise the Financial Asset.

         "SECURITY ENTITLEMENTS" shall mean the rights and property interests of
an Entitlement Holder with respect to a Financial Asset.

         "SECURITY INTEREST" shall have the meaning assigned to such term in
Section 2.01.

         "SECURITIES INTERMEDIARY" shall mean (a) a clearing corporation or (b)
a person, including a bank or broker, that in the ordinary course of its
business maintains securities accounts for others and is acting in that
capacity.

         "SUB-AGENT" shall mean a financial institution which shall have
delivered to the Collateral Agent an executed Lockbox and Depository Agreement.

         "TRADEMARK LICENSE" shall mean any written agreement, now or hereafter
in effect, granting to any Grantor any right to use any Trademark now or
hereafter owned by any third party, and all rights of any Grantor under any such
agreement.

         "TRADEMARKS" shall mean all of the following now owned or hereafter
acquired by any Grantor: (a) all trademarks, service marks, trade names,
corporate names, company names, business names, fictitious business names, trade
styles, trade dress, logos, other source or business identifiers, designs and
general intangibles of like nature, now existing or hereafter adopted or
acquired, all registrations and recordings thereof, and all registration
applications filed in connection therewith, including registrations and
registration applications in the United States Patent and Trademark Office, any
State of the United States or any similar offices in any other country or any
political subdivision thereof, and all extensions or renewals thereof, (b) all
goodwill associated therewith or symbolized thereby and (c) all other assets,
rights and interests that uniquely reflect or embody such goodwill.

         SECTION 1.02.  RULES OF INTERPRETATION.  The rules of interpretation
specified in Section 1.02 of the Credit Agreement shall be applicable to
this Agreement.


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                                                                             7

                                   ARTICLE II

                                SECURITY INTEREST

         SECTION 2.01. SECURITY INTEREST. As security for the payment or
performance, as the case may be, in full of the Obligations and any extensions,
renewals, modifications or refinancings of the Obligations, each Grantor hereby
mortgages and pledges to the Collateral Agent, its successors and assigns, for
the ratable benefit of the Obligees, and hereby grants to the Collateral Agent,
its successors and assigns, for the ratable benefit of the Obligees, a security
interest in, all such Grantor's right, title and interest in, to and under the
Collateral (the "SECURITY INTEREST"). Without limiting the foregoing, the
Collateral Agent is hereby authorized to file one or more financing statements
(including fixture filings), continuation statements, filings with the United
States Patent and Trademark Office or United States Copyright Office (or any
successor office or any similar office in any other country) or other documents
for the purpose of perfecting, confirming, continuing, enforcing or protecting
the Security Interest granted by each Grantor, without the signature of any
Grantor, and naming any Grantor or the Grantors as debtors and the Collateral
Agent as Obligee.

         SECTION 2.02. NO ASSUMPTION OF LIABILITY. The Security Interest is
granted as security only and shall not subject the Collateral Agent or any other
Obligee to, or in any way alter or modify, any obligation or liability of any
Grantor with respect to or arising out of the Collateral.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         The Grantors jointly and severally represent and warrant to the
Collateral Agent and the Obligees that:

         SECTION 3.01. TITLE AND AUTHORITY. Each Grantor has good and valid
rights in and title to the Collateral with respect to which it has purported to
grant a Security Interest hereunder and has full power and authority to grant to
the Collateral Agent the Security Interest in such Collateral pursuant hereto
and to execute, deliver and perform its obligations in accordance with the terms
of this Agreement, without the consent or approval of any other person other
than any consent or approval which has been obtained.

         SECTION 3.02. FILINGS. The Perfection Certificate has been duly
prepared, completed and executed and the information set forth therein is
correct and complete. Fully executed Uniform Commercial Code financing
statements (including fixture filings, as applicable) or other appropriate
filings, recordings or registrations containing a description of the Collateral
have been delivered to the Collateral Agent for filing in each governmental,
municipal or other office specified in Schedule 6 to the Perfection Certificate,
which are all the filings, recordings and registrations that are necessary to
publish notice of and protect the validity of and to establish a legal, valid
and perfected security interest in favor of the Collateral Agent (for the
ratable benefit of the Obligees) in respect of all Collateral in which the
Security Interest may be perfected by filing, recording or registration in the
United States (or any political subdivision thereof) and its territories and
possessions, and no further or subsequent filing, refiling, recording,
rerecording, registration or reregistration is necessary in any such
jurisdiction, except as provided under applicable law with respect to the filing


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                                                                            8

of continuation statements or, the change of any Grantor's name, location,
identity or corporate structure, with respect to the filing of financing
statements or amendments to filed financing statements.

         SECTION 3.03. VALIDITY OF SECURITY INTEREST. The Security Interest
constitutes (a) a legal and valid security interest in all the Collateral
securing the payment and performance of the Obligations and (b) a perfected
security interest in all Collateral in which a security interest may be
perfected by filing, recording or registering a financing statement or analogous
document in the United States (or any political subdivision thereof) and its
territories and possessions pursuant to the Uniform Commercial Code or other
applicable law in such jurisdictions. The Security Interest is and shall be
prior to any other Lien on any of the Collateral, other than Liens expressly
permitted to be prior to the Security Interest pursuant to Section 6.02 of the
Credit Agreement.

         SECTION 3.04. ABSENCE OF OTHER LIENS. The Collateral is owned by the
Grantors free and clear of any Lien, except for Liens expressly permitted
pursuant to Section 6.02 of the Credit Agreement. No Grantor has filed or
consented to the filing of (a) any financing statement or analogous document
under the Uniform Commercial Code or any other applicable laws covering any
Collateral, (b) any assignment in which any Grantor assigns any Collateral or
any security agreement or similar instrument covering any Collateral with the
United States Patent and Trademark Office or the United States Copyright Office
or (c) any assignment in which any Grantor assigns any Collateral or any
security agreement or similar instrument covering any Collateral with any
foreign governmental, municipal or other office, which financing statement or
analogous document, assignment, security agreement or similar instrument is
still in effect, except, in each case, for Liens expressly permitted pursuant to
Section 6.02 of the Credit Agreement.

                                   ARTICLE IV

                                    COVENANTS

         SECTION 4.01. CHANGE OF NAME; LOCATION OF COLLATERAL; RECORDS; PLACE OF
BUSINESS. (a) Each Grantor agrees promptly to notify the Collateral Agent in
writing of any change (i) in its corporate name or in any trade name used to
identify it in the conduct of its business or in the ownership of its
properties, (ii) in the location of its chief executive office, its principal
place of business, any office in which it maintains books or records relating to
Collateral owned by it or any office or facility at which Collateral owned by it
is located (including the establishment of any such new office or facility),
(iii) in its identity or corporate structure or (iv) in its Federal Taxpayer
Identification Number. Each Grantor agrees not to effect or permit any change
referred to in the preceding sentence unless all filings have been made under
the Uniform Commercial Code or otherwise that are required in order for the
Collateral Agent to continue at all times following such change to have a valid,
legal and perfected first priority security interest in all the Collateral. Each
Grantor agrees promptly to notify the Collateral Agent if any material portion
of the Collateral owned or held by such Grantor is damaged or destroyed.

         (b) Each Grantor agrees to maintain, at its own cost and expense, such
complete and accurate records with respect to the Collateral owned by it as is
consistent with its current practices and in accordance with such prudent and
standard practices used in industries that are the same as or similar to those
in which such Grantor is engaged, but in any event to


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                                                                          9

include complete accounting records indicating all payments and proceeds
received with respect to any part of the Collateral, and, at such time or times
as the Collateral Agent may reasonably request, promptly to prepare and deliver
to the Collateral Agent a duly certified schedule or schedules in form and
detail satisfactory to the Collateral Agent showing the identity, amount and
location of any and all Collateral.

         SECTION 4.02. PERIODIC CERTIFICATION. Each year, at the time of
delivery of annual financial statements with respect to the preceding fiscal
year pursuant to Section 5.04 of the Credit Agreement, the Borrower shall
deliver to the Collateral Agent a certificate executed by the president and the
chief financial officer of the Borrower (a) setting forth the informa tion
required pursuant to Section 2 of the Perfection Certificate or confirming that
there has been no change in such information since the date of such certificate
or the date of the most recent certificate delivered pursuant to this Section
4.02 and (b) certifying that all Uniform Commercial Code financing statements
(including fixture filings, as applicable) or other appropriate filings,
recordings or registrations, including all refilings, rerecordings and
reregistrations, containing a description of the Collateral have been filed of
record in each governmental, municipal or other appropriate office in each
jurisdiction identified pursuant to clause (a) above to the extent necessary to
protect and perfect the Security Interest for a period of not less than 18
months after the date of such certificate (except as noted therein with respect
to any continuation statements to be filed within such period).

         SECTION 4.03. PROTECTION OF SECURITY. Each Grantor shall, at its own
cost and expense, take any and all actions necessary to defend title to the
Collateral against all persons and to defend the Security Interest of the
Collateral Agent in the Collateral and the priority thereof against any Lien not
expressly permitted pursuant to Section 6.02 of the Credit Agreement.

         SECTION 4.04. FURTHER ASSURANCES. Each Grantor agrees, at its own
expense, to execute, acknowledge, deliver and cause to be duly filed all such
further instruments and documents and take all such actions as the Collateral
Agent may from time to time reasonably request to better assure, preserve,
protect and perfect the Security Interest and the rights and remedies created
hereby, including the payment of any fees and taxes required in connection with
the execution and delivery of this Agreement, the granting of the Security
Interest and the filing of any financing statements (including fixture filings)
or other documents in connection herewith or therewith. If any amount payable to
any Grantor under or in connection with any of the Collateral shall be or become
evidenced by any promissory note or other instrument, such note or instrument
shall be immediately pledged and delivered to the Collateral Agent, duly
endorsed in a manner satisfactory to the Collateral Agent.

         Without limiting the generality of the foregoing, each Grantor hereby
authorizes the Collateral Agent, with prompt notice thereof to the Grantors, to
supplement this Agreement by adding additional schedules hereto to specifically
identify any asset or item that may constitute Collateral; PROVIDED, HOWEVER,
that any Grantor shall have the right, exercisable within 10 days after it has
been notified by the Collateral Agent of the specific identification of such
Collateral, to advise the Collateral Agent in writing of any inaccuracy of the
repre sentations and warranties made by such Grantor hereunder with respect to
such Collateral. Each Grantor agrees that it will use its best efforts to take
such action as shall be necessary in order that all representations and
warranties hereunder shall be true and correct with respect to such Collateral
within 30 days after the date it has been notified by the Collateral Agent of
the specific identification of such Collateral.


<PAGE>


                                                                         10

         SECTION 4.05. INSPECTION AND VERIFICATION. The Collateral Agent and
such persons as the Collateral Agent may reasonably designate shall have the
right, at the Grantors' own cost and expense, to inspect the Collateral, all
records related thereto (and to make extracts and copies from such records) and
the premises upon which any of the Collateral is located, to discuss the
Grantors' affairs with the officers of the Grantors and their independent
accountants and to verify under reasonable procedures, in accordance with
Section 5.07 of the Credit Agreement, the validity, amount, quality, quantity,
value, condition and status of, or any other matter relating to, the Collateral,
including, in the case of Accounts or Collateral in the possession of any third
person, by contacting Account Debtors or the third person possessing such
Collateral for the purpose of making such a verification. The Collateral Agent
shall have the absolute right to share any information it gains from such
inspection or verification with any Obligee.

         SECTION 4.06. TAXES; ENCUMBRANCES. At its option, the Collateral Agent
may discharge past due taxes, assessments, charges, fees, Liens, security
interests or other encumbrances at any time levied or placed on the Collateral
and not permitted pursuant to Section 6.02 of the Credit Agreement, and may pay
for the maintenance and preservation of the Collateral to the extent any Grantor
fails to do so as required by the Credit Agreement or this Agreement, and each
Grantor jointly and severally agrees to reimburse the Collateral Agent on demand
for any payment made or any expense incurred by the Collateral Agent pursuant to
the foregoing authorization; PROVIDED, HOWEVER, that nothing in this Section
4.06 shall be interpreted as excusing any Grantor from the performance of, or
imposing any obligation on the Collateral Agent or any Obligee to cure or
perform, any covenants or other promises of any Grantor with respect to taxes,
assessments, charges, fees, liens, security interests or other encumbrances and
maintenance as set forth herein or in the other Loan Documents.

         SECTION 4.07. ASSIGNMENT OF SECURITY INTEREST. If at any time any
Grantor shall take a security interest in any property of an Account Debtor or
any other person to secure payment and performance of an Account, such Grantor
shall promptly assign such security interest to the Collateral Agent. Such
assignment need not be filed of public record unless necessary to continue the
perfected status of the security interest against creditors of and transferees
from the Account Debtor or other person granting the security interest.

         SECTION 4.08. CONTINUING OBLIGATIONS OF THE GRANTORS. Each Grantor
shall remain liable to observe and perform all the conditions and obligations to
be observed and performed by it under each contract, agreement or instrument
relating to the Collateral, all in accordance with the terms and conditions
thereof, and each Grantor jointly and severally agrees to indemnify and hold
harmless the Collateral Agent and the Obligees from and against any and all
liability for such performance.

         SECTION 4.09. USE AND DISPOSITION OF COLLATERAL. None of the Grantors
shall make or permit to be made an assignment, pledge or hypothecation of the
Collateral or shall grant any other Lien in respect of the Collateral, except as
expressly permitted by Section 6.02 of the Credit Agreement. None of the
Grantors shall make or permit to be made any transfer of the Collateral and each
Grantor shall remain at all times in possession of the Collateral owned by it,
except that (a) Inventory may be sold in the ordinary course of business and (b)
unless and until the Collateral Agent shall notify the Grantors that an Event of
Default shall have occurred and be continuing and that during the continuance
thereof the Grantors shall not sell, convey, lease, assign, transfer or
otherwise dispose of any Collateral (which notice may be given by telephone if
promptly confirmed in writing), the Grantors may use


<PAGE>


                                                                           11

and dispose of the Collateral in any lawful manner not inconsistent with the
provisions of this Agreement, the Credit Agreement or any other Loan Document.
Without limiting the generality of the foregoing, each Grantor agrees that it
shall not permit any Inventory to be in the possession or control of any
warehouseman, bailee, agent or processor at any time unless such warehouseman,
bailee, agent or processor shall have been notified of the Security Interest and
shall have agreed in writing to hold the Inventory subject to the Security
Interest and the instructions of the Collateral Agent and to waive and release
any Lien held by it with respect to such Inventory, whether arising by operation
of law or otherwise.

         SECTION 4.10. LIMITATION ON MODIFICATION OF ACCOUNTS. None of the
Grantors will, without the Collateral Agent's prior written consent, grant any
extension of the time of payment of any of the Account Rights, compromise,
compound or settle the same for less than the full amount thereof, release,
wholly or partly, any person liable for the payment thereof or allow any credit
or discount whatsoever thereon, other than extensions, credits, discounts,
compromises or settlements granted or made in the ordinary course of business
and consistent with its current practices and in accordance with such prudent
and standard practices used in industries that are the same as or similar to
those in which such Grantor is engaged.

         SECTION 4.11. INSURANCE. (a) The Grantors, at their own expense, shall
maintain or cause to be maintained insurance covering physical loss or damage to
the Inventory and Equipment in accordance with Section 5.02 of the Credit
Agreement.

         (b) Each Grantor irrevocably makes, constitutes and appoints the
Collateral Agent (and all officers, employees or agents designated by the
Collateral Agent) as such Grantor's true and lawful agent (and attorney-in-fact)
for the purpose, during the continuance of an Event of Default, of making,
settling and adjusting claims in respect of Collateral under policies of
insurance, endorsing the name of such Grantor on any check, draft, instrument or
other item of payment for the proceeds of such policies of insurance and for
making all determinations and decisions with respect thereto. In the event that
any Grantor at any time or times shall fail to obtain or maintain any of the
policies of insurance required hereby or to pay any premium in whole or part
relating thereto, the Collateral Agent may, without waiving or releasing any
obligation or liability of the Grantors hereunder or any Event of Default, in
its sole discretion, obtain and maintain such policies of insurance and pay such
premium and take any other actions with respect thereto as the Collateral Agent
deems advisable. All sums disbursed by the Collateral Agent in connection with
this Section 4.11, including reasonable attorneys' fees, court costs, expenses
and other charges relating thereto, shall be payable, upon demand, by the
Grantors to the Collateral Agent and shall be additional Obligations secured
hereby.

         SECTION 4.12. LEGEND. Each Grantor shall legend, in form and manner
satisfactory to the Collateral Agent, its books, records and documents
evidencing or pertaining to Account Rights with an appropriate reference to the
fact that such Account Rights have been assigned to the Collateral Agent for the
benefit of the Obligees and that the Collateral Agent has a security interest
therein.


<PAGE>


                                                                             12

                                    ARTICLE V

                                   COLLECTIONS

         SECTION 5.01. LOCKBOX SYSTEM. (a) Within 30 days after the Second
Restatement Closing Date, the Grantors shall establish in the name of the
Collateral Agent, and subject to the control of the Collateral Agent pursuant to
the Lockbox and Depository Agreements, for the ratable benefit of the Collateral
Agent and the other Obligees, a system of lockboxes and related deposit accounts
(the "LOCKBOX SYSTEM") with one or more financial institutions that are
reasonably satisfactory to the Collateral Agent into which the Proceeds of all
Account Rights and Inventory shall be deposited and forwarded to the Collateral
Agent in accordance with the Lockbox and Depository Agreements.

         (b) All Proceeds of Inventory and Account Rights that have been
received on any Business Day through the Lockbox System will be transferred into
the Concentration Account on such Business Day to the extent required by the
applicable Lockbox and Depository Agreement. All Proceeds stemming from the sale
of a substantial portion of the Collateral (other than Proceeds of Accounts)
that have been received by a Grantor on any Business Day will be transferred
into the Concentration Account on such Business Day. All Proceeds received on
any Business Day by the Collateral Agent pursuant to Section 5.02 will be
transferred into the Concentration Account on such Business Day.

         (c) The Concentration Account is, and shall remain, under the sole
dominion and control of the Collateral Agent. Each Grantor acknowledges and
agrees that (i) such Grantor has no right of withdrawal from the Concentration
Account, (ii) the funds on deposit in the Concentration Account shall continue
to be collateral security for all of the Obligations and (iii) upon the
occurrence and during the continuance of an Event of Default, at the Collateral
Agent's election, the funds on deposit in the Concentration Account shall be
applied as provided in Section 6.02. So long as no Event of Default has occurred
and is continuing, the Collateral Agent shall promptly remit any funds on
deposit in the Concentration Account to the General Fund Account and the
Borrower shall have the right, at any time and from time to time, to withdraw
such amounts from the General Fund Account as it shall deem to be necessary or
desirable.

         (d) Effective upon notice to the Grantors from the Collateral Agent
after the occurrence and during the continuance of an Event of Default (which
notice may be given by telephone if promptly confirmed in writing), the
Concentration Account will, without any further action on the part of any
Grantor, the Collateral Agent or any Sub-Agent, convert into a closed lockbox
account under the exclusive dominion and control of the Collateral Agent in
which funds are held subject to the rights of the Collateral Agent hereunder.
Each Grantor irrevocably authorizes the Collateral Agent to notify each
Sub-Agent (i) of the occurrence of an Event of Default and (ii) of the matters
referred to in this paragraph (d). Following the occurrence of an Event of
Default, the Collateral Agent may instruct each Sub-Agent to transfer
immediately all funds held in each deposit account to the Concentration Account.

         SECTION 5.02. COLLECTIONS. (a) Each Grantor agrees (i) to notify and
direct promptly each Account Debtor and every other person obligated to make
payments on Account Rights or in respect of any Inventory to make all such
payments directly to the Lockbox System established in accordance with Section
5.01, (ii) to use all reasonable efforts to cause each Account Debtor and every
other person identified in clause (i) above to make all payments with respect to
Account Rights and Inventory directly to such Lockbox


<PAGE>


                                                                             13

System and (iii) promptly to deposit all payments received by it on account of
Account Rights and Inventory, whether in the form of cash, checks, notes,
drafts, bills of exchange, money orders or otherwise, in the Lockbox System in
precisely the form in which received (but with any endorsements of such Grantor
necessary for deposit or collection), and until they are so deposited such
payments shall be held in trust by such Grantor for and as the property of the
Collateral Agent.

         (b) Without the prior written consent of the Collateral Agent, no
Grantor shall, in a manner adverse to the Lenders, change the general
instructions given to Account Debtors in respect of payment on Accounts to be
deposited in the Lockbox System. Until the Collateral Agent shall have advised
the Grantors to the contrary, each Grantor shall, and the Collateral Agent
hereby authorizes each Grantor to, enforce and collect all amounts owing on the
Inventory and Account Rights, for the benefit and on behalf of the Collateral
Agent and the other Obligees; PROVIDED, HOWEVER, that such privilege may at the
option of the Collateral Agent be terminated upon the occurrence and during the
continuance of any Event of Default.

         SECTION 5.03. POWER OF ATTORNEY. Each Grantor irrevocably makes,
constitutes and appoints the Collateral Agent (and all officers, employees or
agents designated by the Collateral Agent) as such Grantor's true and lawful
agent and attorney-in-fact, and in such capacity the Collateral Agent shall have
the right, with power of substitution for each Grantor and in each Grantor's
name or otherwise, for the use and benefit of the Collateral Agent and the
Obligees, upon the occurrence and during the continuance of an Event of Default
(a) to receive, endorse, assign and/or deliver any and all notes, acceptances,
checks, drafts, money orders or other evidences of payment relating to the
Collateral or any part thereof; (b) to demand, collect, receive payment of, give
receipt for and give discharges and releases of all or any of the Collateral;
(c) to sign the name of any Grantor on any invoice or bill of lading relating to
any of the Collateral; (d) to send verifications of Account Rights to any
Account Debtor; (e) to commence and prosecute any and all suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to
collect or otherwise realize on all or any of the Collateral or to enforce any
rights in respect of any Collateral; (f) to settle, compromise, compound, adjust
or defend any actions, suits or proceedings relating to all or any of the
Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors
to make payment directly to the Collateral Agent; and (h) to use, sell, assign,
transfer, pledge, make any agreement with respect to or otherwise deal with all
or any of the Collateral, and to do all other acts and things necessary to carry
out the purposes of this Agreement, as fully and completely as though the
Collateral Agent were the absolute owner of the Collateral for all purposes;
PROVIDED, HOWEVER, that nothing herein contained shall be construed as requiring
or obligating the Collateral Agent or any Obligee to make any commitment or to
make any inquiry as to the nature or sufficiency of any payment received by the
Collateral Agent or any Obligee, or to present or file any claim or notice, or
to take any action with respect to the Collateral or any part thereof or the
moneys due or to become due in respect thereof or any property covered thereby,
and no action taken or omitted to be taken by the Collateral Agent or any
Obligee with respect to the Collateral or any part thereof shall give rise to
any defense, counterclaim or offset in favor of any Grantor or to any claim or
action against the Collateral Agent or any Obligee. It is understood and agreed
that the appointment of the Collateral Agent as the agent and attorney-in-fact
of the Grantors for the purposes set forth above is coupled with an interest and
is irrevocable. The provisions of this Section shall in no event relieve any
Grantor of any of its obligations hereunder or under any other Loan Document
with respect to the Collateral or any part thereof or impose any obligation on
the Collateral Agent or any Obligee to proceed in any particular manner with
respect to the


<PAGE>


                                                                           14

Collateral or any part thereof, or in any way limit the exercise by the
Collateral Agent or any Obligee of any other or further right which it may have
on the date of this Agreement or hereafter, whether hereunder, under any other
Loan Document, by law or otherwise.

                                   ARTICLE VI

                                    REMEDIES

         SECTION 6.01. REMEDIES UPON DEFAULT. Upon the occurrence and during the
continuance of an Event of Default, each Grantor agrees to deliver each item of
Collateral to the Collateral Agent on demand, and it is agreed that the
Collateral Agent shall have the right to take any of or all the following
actions at the same or different times: (a) with respect to any Collateral
consisting of Intellectual Property, on demand, to cause the Security Interest
to become an assignment, transfer and conveyance of any of or all such
Collateral by the applicable Grantors to the Collateral Agent or to license or
sublicense, whether general, special or otherwise, and whether on an exclusive
or non-exclusive basis, any such Collateral throughout the world on such terms
and conditions and in such manner as the Collateral Agent shall determine (other
than in violation of any then-existing licensing arrangements to the extent that
waivers cannot be obtained) and (b) with or without legal process and with or
without prior notice or demand for performance, to take possession of the
Collateral and without liability for trespass to enter any premises where the
Collateral may be located for the purpose of taking possession of or removing
the Collateral, exercise any Grantor's right to bill and receive payment for
completed work, and, generally, to exercise any and all rights afforded to a
Obligee under the Uniform Commercial Code or other applicable law. Without
limiting the generality of the foregoing, each Grantor agrees that the
Collateral Agent shall have the right, subject to the mandatory requirements of
applicable law, to sell or otherwise dispose of all or any part of the
Collateral, at public or private sale or at any broker's board or on any
securities exchange, for cash, upon credit or for future delivery as the
Collateral Agent shall deem appropriate. The Collateral Agent shall be
authorized at any such sale (if it deems it advisable to do so) to restrict the
prospective bidders or purchasers to persons who will represent and agree that
they are purchasing any Collateral which constitutes a "security" under
applicable securities law for their own account for investment and not with a
view to the distribution or sale thereof, and upon consummation of any such sale
the Collateral Agent shall have the right to assign, transfer and deliver to the
purchaser or purchasers thereof the Collateral so sold. Each such purchaser at
any such sale shall hold the property sold absolutely, free from any claim or
right on the part of any Grantor, and each Grantor hereby waives (to the extent
permitted by law) all rights of redemption, stay and appraisal which such
Grantor now has or may at any time in the future have under any rule of law or
statute now existing or hereafter enacted.

         The Collateral Agent shall give the Grantors 10 days' written notice
(which each Grantor agrees is reasonable notice within the meaning of Section
9-504(3) of the Uniform Commercial Code as in effect in the State of New York or
its equivalent in other jurisdictions) of the Collateral Agent's intention to
make any sale of Collateral. Such notice, in the case of a public sale, shall
state the time and place for such sale and, in the case of a sale at a broker's
board or on a securities exchange, shall state the board or exchange at which
such sale is to be made and the day on which the Collateral, or portion thereof,
will first be offered for sale at such board or exchange. Any such public sale
shall be held at such time or times within ordinary business hours and at such
place or places as the Collateral Agent may fix and state in the notice (if any)
of such sale. At any such sale, the Collateral,


<PAGE>


                                                                            15

or portion thereof, to be sold may be sold in one lot as an entirety or in
separate parcels, as the Collateral Agent may (in its sole and absolute
discretion) determine. The Collateral Agent shall not be obligated to make any
sale of any Collateral if it shall determine not to do so, regardless of the
fact that notice of sale of such Collateral shall have been given. The
Collateral Agent may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by announcement
at the time and place fixed for sale, and such sale may, without further notice,
be made at the time and place to which the same was so adjourned. In case any
sale of all or any part of the Collateral is made on credit or for future
delivery, the Collateral so sold may be retained by the Collateral Agent until
the sale price is paid by the purchaser or purchasers thereof, but the
Collateral Agent shall not incur any liability in case any such purchaser or
purchasers shall fail to take up and pay for the Collateral so sold and, in case
of any such failure, such Collateral may be sold again upon like notice. At any
public (or, to the extent permitted by law, private) sale made pursuant to this
Section, any Obligee may bid for or purchase, free (to the extent permitted by
law) from any right of redemption, stay, valuation or appraisal on the part of
any Grantor (all said rights being also hereby waived and released to the extent
permitted by law), the Collateral or any part thereof offered for sale and may
make payment on account thereof by using any claim then due and payable to such
Obligee from any Grantor as a credit against the purchase price, and such
Obligee may, upon compliance with the terms of sale, hold, retain and dispose of
such property without further accountability to any Grantor therefor. For
purposes hereof, a written agreement to purchase the Collateral or any portion
thereof shall be treated as a sale thereof; the Collateral Agent shall be free
to carry out such sale pursuant to such agreement and no Grantor shall be
entitled to the return of the Collateral or any portion thereof subject thereto,
notwithstanding the fact that after the Collateral Agent shall have entered into
such an agreement all Events of Default shall have been remedied and the
Obligations paid in full. As an alternative to exercising the power of sale
herein conferred upon it, the Collateral Agent may proceed by a suit or suits at
law or in equity to foreclose this Agreement and to sell the Collateral or any
portion thereof pursuant to a judgment or decree of a court or courts having
competent jurisdiction or pursuant to a proceeding by a court-appointed
receiver.

         SECTION 6.02.  APPLICATION OF PROCEEDS.  The Collateral Agent shall
apply the proceeds of any collection or sale of the Collateral, as well as any
Collateral consisting of cash, as follows:

                  FIRST, to the payment of all costs and expenses incurred by
         the Administrative Agent or the Collateral Agent (in its capacity as
         such hereunder or under any other Loan Document) in connection with
         such collection or sale or otherwise in connection with this Agreement
         or any of the Obligations, including all court costs and the fees and
         expenses of its agents and legal counsel, the repayment of all advances
         made by the Collateral Agent hereunder or under any other Loan Document
         on behalf of any Grantor and any other costs or expenses incurred in
         connection with the exercise of any right or remedy hereunder or under
         any other Loan Document;

                  SECOND, to the payment in full of the Obligations (the amounts
         so applied to be distributed among the Obligees pro rata in accordance
         with the amounts of the Obligations owed to them on the date of any
         such distribution); and

                  THIRD, to the Grantors, their successors or assigns, or as a
         court of competent jurisdiction may otherwise direct.


<PAGE>


                                                                             16

The Collateral Agent shall have absolute discretion as to the time of
application of any such proceeds, moneys or balances in accordance with this
Agreement. Upon any sale of the Collateral by the Collateral Agent (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the Collateral Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold
and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Collateral Agent
or such officer or be answerable in any way for the misapplication thereof.

         SECTION 6.03. GRANT OF LICENSE TO USE INTELLECTUAL PROPERTY. For the
purpose of enabling the Collateral Agent to exercise rights and remedies under
this Article at such time as the Collateral Agent shall be lawfully entitled to
exercise such rights and remedies, each Grantor hereby grants to the Collateral
Agent an irrevocable, non-exclusive license (exercisable without payment of
royalty or other compensation to the Grantors) to use, license or sub-license
any of the Collateral consisting of Intellectual Property now owned or hereafter
acquired by such Grantor, and wherever the same may be located, and including in
such license reasonable access to all media in which any of the licensed items
may be recorded or stored and to all computer software and programs used for the
compilation or printout thereof. The use of such license by the Collateral Agent
may be exercised, at the option of the Collateral Agent, upon the occurrence and
during the continuation of an Event of Default; PROVIDED that any license,
sub-license or other transaction entered into by the Collateral Agent in
accordance herewith shall be binding upon the Grantors notwithstanding any
subsequent cure of an Event of Default.

                                   ARTICLE VII

                                  MISCELLANEOUS

         SECTION 7.01. NOTICES. All communications and notices hereunder shall
(except as otherwise expressly permitted herein) be in writing and given as
provided in Section 9.01 of the Credit Agreement. All communications and notices
hereunder to any Grantor shall be given to the Borrower.

         SECTION 7.02. SECURITY INTEREST ABSOLUTE. All rights of the Collateral
Agent hereunder, the Security Interest and all obligations of the Grantors
hereunder shall be absolute and unconditional irrespective of (a) any lack of
validity or enforceability of the Credit Agreement, any other Loan Document, any
agreement with respect to any of the Obligations or any other agreement or
instrument relating to any of the foregoing, (b) any change in the time, manner
or place of payment of, or in any other term of, all or any of the Obligations,
or any other amendment or waiver of or any consent to any departure from the
Credit Agreement, any other Loan Document or any other agreement or instrument,
(c) any exchange, release or non-perfection of any Lien on other collateral, or
any release or amendment or waiver of or consent under or departure from any
guarantee, securing or guaranteeing all or any of the Obligations, or (d) any
other circumstance that might otherwise constitute a defense available to, or a
discharge of, any Grantor in respect of the Obligations or this Agreement.

         SECTION 7.03. SURVIVAL OF AGREEMENT. All covenants, agreements,
representations and warranties made by any Grantor herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement shall be considered


<PAGE>

                                                                            17

to have been relied upon by the Obligees and shall survive the making by the
Lenders of the Loans, and the execution and delivery to the Lenders of any notes
evidencing such Loans, regardless of any investigation made by the Lenders or on
their behalf, and shall continue in full force and effect until this Agreement
shall terminate.

         SECTION 7.04. BINDING EFFECT; SEVERAL AGREEMENT. This Agreement shall
become effective as to any Grantor when a counterpart hereof executed on behalf
of such Grantor shall have been delivered to the Collateral Agent and a
counterpart hereof shall have been executed on behalf of the Collateral Agent,
and thereafter this Agreement shall be binding upon such Grantor and the
Collateral Agent and their respective successors and assigns and shall inure to
the benefit of such Grantor, the Collateral Agent and the other Obligees and
their respective successors and assigns, except that no Grantor shall have the
right to assign or transfer its rights or obligations hereunder or any interest
herein or in the Collateral (and any such assignment or transfer shall be void)
except as expressly contemplated by this Agreement or the Credit Agreement. This
Agreement shall be construed as a separate agreement with respect to each
Grantor and may be amended, modified, supplemented, waived or released with
respect to any Grantor without the approval of any other Grantor and without
affecting the obligations of any other Grantor hereunder.

         SECTION 7.05. SUCCESSORS AND ASSIGNS. Whenever in this Agreement any of
the parties hereto is referred to, such reference shall be deemed to include the
successors and assigns of such party; and all covenants, promises and agreements
by or on behalf of any Grantor or the Collateral Agent that are contained in
this Agreement shall bind and inure to the benefit of their respective
successors and assigns.

         SECTION 7.06. COLLATERAL AGENT'S FEES AND EXPENSES; INDEMNIFICATION.
(a) Each Grantor jointly and severally agrees to pay upon demand to the
Collateral Agent the amount of any and all reasonable expenses, including the
reasonable fees, disbursements and other charges of its counsel and of any
experts or agents, which the Collateral Agent may incur in connection with (i)
the administration of this Agreement (including the customary fees and charges
of the Collateral Agent for any audits conducted by it or on its behalf with
respect to the Account Rights or Inventory), (ii) the custody or preservation
of, or the sale of, collection from or other realization upon any of the
Collateral, (iii) the exercise, enforcement or protection of any of the rights
of the Collateral Agent hereunder or (iv) the failure of any Grantor to perform
or observe any of the provisions hereof.

         (b) Without limitation of its indemnification obligations under the
other Loan Documents, each Grantor jointly and severally agrees to indemnify the
Collateral Agent and the other Indemnitees against, and hold each of them
harmless from, any and all losses, claims, damages, liabilities and related
expenses, including reasonable fees, disbursements and other charges of counsel,
incurred by or asserted against any of them arising out of, in any way connected
with, or as a result of, the execution, delivery or performance of this
Agreement or any claim, litigation, investigation or proceeding relating hereto
or to the Collateral, whether or not any Indemnitee is a party thereto; PROVIDED
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or wilful misconduct of such
Indemnitee.

         (c) Any such amounts payable as provided hereunder shall be additional
Obligations secured hereby and by the other Security Documents. The provisions
of this Section 7.06


<PAGE>

                                                                            18

shall remain operative and in full force and effect regardless of the
termination of this Agreement or any other Loan Document, the consummation of
the transactions contemplated hereby, the repayment of any of the Obligations,
the invalidity or unenforceability of any term or provision of this Agreement or
any other Loan Document, or any investigation made by or on behalf of the
Collateral Agent or any other Obligee. All amounts due under this Section 7.06
shall be payable on written demand therefor and shall bear interest at the rate
specified in Section 2.07 of the Credit Agreement.

         SECTION 7.07.  GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

         SECTION 7.08. WAIVERS; AMENDMENT. (a) No failure or delay of the
Collateral Agent in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Collateral Agent hereunder
and of the Collateral Agent, the Issuing Bank, the Administrative Agent and the
Lenders under the other Loan Documents are cumulative and are not exclusive of
any rights or remedies that they would otherwise have. No waiver of any
provisions of this Agreement or any other Loan Document or consent to any
departure by any Grantor therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) below, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. No notice to or demand on any Grantor in any case shall entitle such
Grantor or any other Grantor to any other or further notice or demand in similar
or other circumstances.

         (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Collateral Agent and the Grantor or Grantors with respect to
which such waiver, amendment or modification is to apply, subject to any consent
required in accordance with Section 9.08 of the Credit Agreement.

         SECTION 7.09. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.09.

         SECTION 7.10. SEVERABILITY. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a


<PAGE>


                                                                             19

particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction). The parties
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 7.11 COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one contract (subject to Section 7.04),
and shall become effective as provided in Section 7.04. Delivery of an executed
signature page to this Agreement by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof.

         SECTION 7.12. HEADINGS. Article and Section headings used herein are
for the purpose of reference only, are not part of this Agreement and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Agreement.

         SECTION 7.13. JURISDICTION; CONSENT TO SERVICE OF PROCESS. (a) Each
Grantor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that the
Collateral Agent, the Administrative Agent, the Issuing Bank or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement or
the other Loan Documents against any Grantor or its properties in the courts of
any jurisdiction.

         (b) Each Grantor hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or the other Loan Documents in any
New York State or Federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

         (c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 7.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

         SECTION 7.14. TERMINATION. This Agreement and the Security Interest
shall terminate when all the Obligations (other than wholly contingent
indemnification obligations) have been indefeasibly paid in full, the Lenders
have no further commitment to lend, the L/C Exposure has been reduced to zero
and the Issuing Bank has no further commitment to issue Letters of Credit under
the Credit Agreement, at which time the Collat eral Agent shall execute and
deliver to the Grantors, at the Grantors' expense, all Uniform Commercial Code
termination statements, terminations and reassignments for mortgages and


<PAGE>


                                                                            20

assignments of copyrights, patents and trademarks, and similar documents which
the Grantors shall reasonably request to evidence such termination. Any
execution and delivery of termination statements or documents pursuant to this
Section 7.14 shall be without recourse to or warranty by the Collateral Agent.

         SECTION 7.15. ADDITIONAL GRANTORS. Pursuant to Section 5.10 of the
Credit Agreement, each Subsidiary (other than any Foreign Subsidiary) that was
not in existence on the Second Restatement Closing Date is required to enter
into this Agreement as a Grantor upon becoming such a Subsidiary. Upon execution
and delivery by the Collateral Agent and such a Subsidiary of a Supplement in
the form of Annex 2 hereto, such Subsidiary shall become a Grantor hereunder
with the same force and effect as if originally named as a Grantor herein. The
execution and delivery of any such instrument shall not require the consent of
any Grantor hereunder. The rights and obligations of each Grantor hereunder
shall remain in full force and effect notwithstanding the addition of any new
Grantor as a party to this Agreement.


<PAGE>


                                                                           21

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                         CROSS COUNTRY TRAVCORPS, INC.
                                         by

                                         ------------------------------
                                         Name:
                                         Title:


                                        CITICORP USA, INC., as Collateral Agent,

                                         by

                                         ------------------------------
                                         Name:
                                         Title:





<PAGE>

                                                            Annex 1 to the
                                                        Security Agreement

                                    [Form of]
                             PERFECTION CERTIFICATE

   Reference is made to the Credit Agreement dated as of July 29, 1999, as
amended and restated as of December 16, 1999 and March 16, 2001 (as amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT")
among Cross Country Travcorps, Inc., a Delaware corporation (the "BORROWER"),
the lenders from time to time party thereto (the "LENDERS"), Salomon Smith
Barney Inc., as arranger (the "ARRANGER"), Citicorp USA, Inc. ("CITICORP"), as
administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE
AGENT"), as collateral agent for the Lenders (in such capacity, the "COLLATERAL
AGENT"), as swingline lender (in such capacity, the "SWINGLINE LENDER") and as
issuing bank (in such capacity, the "ISSUING BANK"), Bankers Trust Company, as
syndication agent (the "SYNDICATION AGENT"), and Wachovia Bank, N.A., as
documentation agent (the "DOCUMENTATION AGENT").

   The undersigned, the chief financial officer and the chief legal officer,
respectively, of the Borrower, hereby certify to the Collateral Agent and each
other Obligee as follows:

   1.   NAMES.  (a)  The exact corporate name of each Grantor, as such name
appears in its respective certificate of incorporation, is as follows:

   (b) Set forth below is each other corporate name each Grantor has had in the
past five years, together with the date of the relevant change:

   (c) Except as set forth in Schedule 1 hereto, no Grantor has changed its
identity or corporate structure in any way within the past five years. Changes
in identity or corporate structure would include mergers, consolidations and
acquisitions, as well as any change in the form, nature or jurisdiction of
corporate organization. If any such change has occurred, include in Schedule 1
the information required by Sections 1 and 2 of this certificate as to each
acquiree or constituent party to a merger or consolidation.

   (d) The following is a list of all other names (including trade names or
similar appellations) used by each Grantor or any of its divisions or other
business units in connection with the conduct of its business or the ownership
of its properties at any time during the past five years:

   (e) Set forth below is the Federal Taxpayer Identification Number of each
Grantor:


<PAGE>


                                                                              2

   2.  CURRENT LOCATIONS.  (a)  The chief executive office of each Grantor
is located at the address set forth opposite its name below:

<TABLE>
<CAPTION>

GRANTOR       MAILING ADDRESS        COUNTY        STATE
-------       ---------------        ------        ------
<S>          <C>                     <C>          <C>



</TABLE>


   (b) Set forth below opposite the name of each Grantor are all locations where
such Grantor maintains any books or records relating to any Account Rights (with
each location at which chattel paper, if any, is kept being indicated by an
"*"):

<TABLE>
<CAPTION>

GRANTOR       MAILING ADDRESS        COUNTY        STATE
-------       ---------------        ------        ------
<S>          <C>                     <C>          <C>



</TABLE>

   (c) Set forth below opposite the name of each Grantor are all the places of
business of such Grantor not identified in paragraph (a) or (b) above:

<TABLE>
<CAPTION>

GRANTOR       MAILING ADDRESS        COUNTY        STATE
-------       ---------------        ------        ------
<S>          <C>                     <C>          <C>



</TABLE>

   (d) Set forth below opposite the name of each Grantor are all the locations
where such Grantor maintains any Collateral not identified above:

<TABLE>
<CAPTION>

GRANTOR       MAILING ADDRESS        COUNTY        STATE
-------       ---------------        ------        ------
<S>          <C>                     <C>          <C>



</TABLE>

   (e) Set forth below opposite the name of each Grantor are the names and
addresses of all persons other than such Grantor that have possession of any of
the Collateral of such Grantor:

<TABLE>
<CAPTION>

GRANTOR       MAILING ADDRESS        COUNTY        STATE
-------       ---------------        ------        ------
<S>          <C>                     <C>          <C>



</TABLE>

   3.  UNUSUAL TRANSACTIONS.  All Account Rights have been originated by the
Grantors and all Inventory has been acquired by the Grantors in the ordinary
course of business.

   4. FILE SEARCH REPORTS. Attached hereto as Schedule 4(A) are true copies of
file search reports from the Uniform Commercial Code filing offices where
filings described in Section 3.18 of the Credit Agreement are to be made.
Attached hereto as Schedule 4(B) is a true copy of each financing statement or
other filing identified in such file search reports.

   5. UCC FILINGS. Duly signed financing statements on Form UCC-1 in
substantially the form of Schedule 5 hereto have been prepared for filing in the
Uniform Commercial Code filing office in each jurisdiction where a Grantor has
Collateral as identified in Section 2 hereof.

   6.  SCHEDULE OF FILINGS.  Attached hereto as Schedule 6 is a schedule
setting forth, with respect to the filings described in Section 5 above, each
filing and the filing office in which such filing is to be made.



<PAGE>


                                                                              3

   7.  FILING FEES.  All filing fees and taxes payable in connection with
the filings described in Section 5 above have been paid.

   8. STOCK OWNERSHIP AND OTHER EQUITY INTERESTS. Attached hereto as Schedule 8
is a true and correct list of all the duly authorized, partnership interests,
membership interests or other equity interests, issued and outstanding stock,
partnership interests, limited liability company membership interests or other
equity interests of the Borrower and of each Subsidiary and the record and
beneficial owners of such stock, partnership interests, membership interests or
other equity interests. Also set forth on Schedule 8 is each equity investment
of the Borrower and each Subsidiary that represents 50% or less of the equity of
the entity in which such investment was made.

   9. NOTES. Attached hereto as Schedule 9 is a true and correct list of all
notes and all other evidence of indebtedness held by the Borrower and each
Subsidiary that are required to be pledged under the Pledge Agreement, including
all intercompany notes between the Borrower and each Subsidiary of the Borrower
and between each Subsidiary of the Borrower and each other such Subsidiary.

   10.  ADVANCES.  Attached hereto as Schedule 10 is a true and correct list
of all unpaid intercompany transfers of goods sold and delivered by or to the
Borrower or any Subsidiary.


<PAGE>


                                                                           4

      IN WITNESS WHEREOF, the undersigned have duly executed this certificate on
this 16th day of December 1999.

                                         CROSS COUNTRY TRAVCORPS, INC.,


                                          by


                                          --------------------------------
                                          Name:
                                          Title:[Chief Financial Officer]


                                          by

                                          --------------------------------
                                          Name:
                                          Title: [Chief Legal Officer]



<PAGE>


                                                                Annex 2 to the
                                                             Security Agreement

                  SUPPLEMENT NO. ___ (this "SUPPLEMENT") dated as of __ to the
                  Security Agreement dated as of July 29, 1999, among CROSS
                  COUNTRY TRAVCORPS, 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 (as amended, supplemented
or otherwise modified from time to time, the "CREDIT AGREEMENT") among the
Borrower, the Lenders (as defined in Article I thereof), Salomon Smith Barney
Inc., as arranger (the "ARRANGER"), Citicorp, as administrative agent for the
Lenders (in such capacity, the "ADMINISTRATIVE AGENT"), as collateral agent (in
such capacity, the "COLLATERAL AGENT"), as swingline lender (in such capacity,
the "SWINGLINE LENDER") and as issuing bank (in such capacity, the "ISSUING
BANK"), Bankers Trust Company, as syndication agent (the "SYNDICATION AGENT"),
and Wachovia Bank, N.A., as documentation agent (the "DOCUMENTATION AGENT") and
(b) the form of Subsidiary Guarantee Agreement annexed to the Credit Agreement
as Exhibit G (as amended, supplemented or otherwise modified from time to time,
the "SUBSIDIARY GUARANTEE 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 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


<PAGE>


                                                                            2

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 the New Grantor and (b) set forth under
its signature hereto, is the true and correct location of the chief executive
office of the New Grantor.

         SECTION 5. Except as expressly supplemented hereby, the Security
Agreement shall remain in full force and effect.

         SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 7. 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
provi sions.

         SECTION 8. 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 9. 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.


<PAGE>

                                                                             3

         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.

                                             [NEW GRANTOR],

                                             by

                                             --------------------------------
                                             Name:
                                             Title:


                                             CITICORP USA, INC. as Collateral
                                             Agent,

                                             by

                                             --------------------------------
                                             Name:
                                             Title:



<PAGE>


                                                                    SCHEDULE I
                                                   to Supplement No.___ to the
                                                            Security Agreement

                             LOCATION OF COLLATERAL


<TABLE>
<CAPTION>

DESCRIPTION                                                   LOCATION
-----------                                                   --------
<S>                                                           <C>






</TABLE>


<PAGE>

                                                                Annex 3 to the
                                                            Security Agreement

                                      LOCKBOX AND DEPOSITORY AGREEMENT dated as
                           of [     ], among [Name of Grantor], a [      ]
                           corporation (the "GRANTOR"), CITICORP USA, INC.
                           ("CITICORP"), as collateral agent (in such capacity,
                           the "COLLATERAL AGENT") for the Obligees (such term,
                           and each other capitalized term used but not defined
                           herein, having the meaning given it in the Security
                           Agreement referred to below) and [     ], a [     ]
                           banking corporation (the "SUB-AGENT").

         A. The Grantor and the Collateral Agent are parties to a Security
Agreement dated as of July 29, 1999 , as amended and restated as of December 16,
1999 (as amended, supplemented or otherwise modified from time to time, the
"SECURITY AGREEMENT"). Pursuant to the terms of the Security Agreement, the
Grantor has granted to the Collateral Agent, for the ratable benefit of the
Obligees, a security interest in its Account Rights and other Collateral
(including Inventory, cash, cash accounts and Proceeds) to secure the payment
and per formance of the Obligations and has irrevocably appointed the Collateral
Agent as its agent to collect amounts due in respect of Account Rights and
Inventory.

         B. The Sub-Agent has agreed to act as collection sub-agent of the
Collateral Agent to receive and forward payments with respect to the Account
Rights and Inventory on the terms and subject to the conditions set forth
herein.

         NOW, THEREFORE, the parties hereto agree as follows:

         1. The Collateral Agent hereby appoints the Sub-Agent as its collection
sub-agent under the Security Agreement and authorizes the Sub-Agent, on the
terms and subject to the conditions set forth herein, to receive payments in
respect of Collateral consisting of Account Rights and Inventory.

         2. The Sub-Agent has established and shall maintain deposit account
number [] (including all subaccounts thereof) for the benefit of the Collateral
Agent (such account being called the "COLLECTION DEPOSIT ACCOUNT"). The
Collection Deposit Account shall be designated with the title "Citicorp USA,
Inc., as Collateral Agent under the Security Agreement dated as of July 29,
1999, as amended and restated as of December 16, 1999" (or a similar title).
[Subject to the Sub-Agent's Terms for Remittance Banking (Lockbox) Services
attached hereto as Exhibit A, to the extent that the terms thereof relate to
procedures or fees and to the extent not inconsistent with the terms hereof,]
all payments received by the Sub-Agent in Lockbox Number [ in respect thereof
(the "LOCKBOXES") shall be promptly deposited in the Collection Deposit Account
and shall not be commingled with other funds. All funds at any time on deposit
in the Collection Deposit Account shall be held by the Sub-Agent for application
in accordance with the terms of this Agreement. The Sub-Agent agrees to give the
Collateral Agent prompt notice if the Collection Deposit Account shall become
subject to any writ, judgment, warrant of attachment, execution or similar
process. As security for the payment and performance of the Obligations, the
Grantor hereby confirms and pledges, assigns and transfers to the Collateral
Agent, and hereby creates and grants to the Collateral Agent, a security
interest in the Collection Deposit Account, all property and assets held therein
and all Proceeds thereof.


<PAGE>

                                                                             2

         3. The Collection Deposit Account shall be under the sole dominion and
control of the Collateral Agent, who shall possess all right, title and interest
in all of the items from time to time in the Collection Deposit Account and
their Proceeds. The Sub-Agent shall be the Collateral Agent's agent for the
purpose of holding and collecting such items and their Proceeds. Neither the
Grantor nor any person or entity claiming by, through or under the Grantor shall
have any right, title or interest in, or control over the use of, or any right
to withdraw any amount from, the Collection Deposit Account, except that the
Collateral Agent shall have the right to withdraw amounts from the Collection
Deposit Account. The Sub-Agent shall be entitled to rely on, and shall act in
accordance with, all instructions given to it by the Collateral Agent with
respect to the Collection Deposit Account. The Collateral Agent shall have the
sole power to agree with the Sub-Agent as to specifications for Lockbox
services.

         4. Upon receipt of written, fax or telephonic notice (which, in the
case of telephonic notice, shall be promptly confirmed in writing or by fax)
from the Collateral Agent, the Sub- Agent shall, if so directed in such notice
(subject to the Sub-Agent's right to request that the Collateral Agent furnish,
in form satisfactory to the Sub-Agent, signature cards and/or other appropriate
documentation), promptly transmit or deliver to the Collateral Agent at the
office specified in paragraph 12 hereof (or such other office as the Collateral
Agent shall specify) (a) all funds, if any, then on deposit in, or otherwise to
the credit of, the Collection Deposit Account (PROVIDED that funds on deposit
that are subject to collection may be transmitted promptly upon availability for
withdrawal), (b) all checks, drafts and other instruments for the payment of
money received in the Lockboxes and in the possession of the Sub-Agent, without
depositing such checks, drafts or other instruments in the Collection Deposit
Account or any other account and (c) any checks, drafts and other instruments
for the payment of money received in the Lockboxes by the Sub-Agent after such
notice, in whatever form received, PROVIDED that the Sub-Agent may retain a
reasonable reserve in a separate deposit account with the Sub-Agent in respect
of unpaid fees and amounts which may be subject to collection.

         5. The Sub-Agent is hereby instructed and authorized to transfer by
wire transfer or Automated Clearing House ("ACH") from the Collection Deposit
Account all funds that are from time to time deposited or otherwise credited to
such account (after such funds become available to the Sub-Agent, either through
the Federal Reserve System or other clearing mechanism used by the Sub-Agent's
branch and to the extent such funds exceed $1,000) in the aggregate, to such
account as the Collateral Agent may from time to time direct, PROVIDED that,
unless the Collateral Agent otherwise instructs, no such transfer shall be
required if such transfer would result in the transfer of an amount less than
$1,000 in the aggregate. Unless otherwise directed by the Collateral Agent, such
funds shall be transferred on each business day by wire transfer or ACH and
shall be identified as follows:

                  Citibank, N.A.
                  ABA Number
                  For credit to CITICORP USA, INC., New York, NY 10013
                  Account Number:
                  Re: Cross Country Travcorps, Inc. Cash Collateral Account

         These transfer instructions and authorizations may not be amended,
altered or revoked by the Grantor without the prior written consent of the
Collateral Agent. The Collateral Agent, however, shall have the right to amend
or revoke these transfer instructions and authorizations at any time without the
consent of the Grantor.


<PAGE>


                                                                           3

         6. The Sub-Agent shall furnish the Collateral Agent with monthly
statements setting forth the amounts deposited in the Collection Deposit Account
and all transfers and withdrawals therefrom, and shall furnish such other
information at such times as shall be reasonably requested by the Collateral
Agent.

         7. The fees for the services of the Sub-Agent shall be mutually agreed
upon between the Grantor and the Sub-Agent and shall be the obligation of the
Grantor; PROVIDED, HOWEVER, that, notwithstanding the terms of any agreement
under which the Collection Deposit Account shall have been established with the
Sub-Agent, the Grantor and the Sub-Agent agree not to terminate such Collection
Deposit Account for any reason (including the failure of the Grantor to pay such
fees) for so long as this Agreement shall remain in effect (it being understood
that the foregoing shall not be construed to prohibit the resignation of the
Sub-Agent in accordance with paragraph 9 below). Neither the Collateral Agent
nor the Obligees shall have any liability for the payment of any such fees. The
Sub-Agent may perform any of its duties hereunder by or through its agents,
officers or employees.

         8. The Sub-Agent hereby represents and warrants that (a) it is a
banking corporation duly organized, validly existing and in good standing under
the laws of [] and has full corporate power and authority under such laws to
execute, deliver and perform its obligations under this Agreement and (b) the
execution, delivery and performance of this Agreement by the Sub-Agent have been
duly and effectively authorized by all necessary corporate action and this
Agreement has been duly executed and delivered by the Sub-Agent and constitutes
a valid and binding obligation of the Sub-Agent enforceable in accordance with
its terms.

         9. The Sub-Agent may resign at any time as Sub-Agent hereunder by
delivery to the Collateral Agent of written notice of resignation not less than
thirty days prior to the effective date of such resignation. The Sub-Agent may
be removed by the Collateral Agent at any time, with or without cause, by
written, telecopy or telephonic notice (which, in the case of telephonic notice,
shall be promptly confirmed in writing or by telecopy) of removal delivered to
the Sub-Agent. Upon receipt of such notice of removal, or delivery of such
notice of resignation, the Sub-Agent shall (subject to the Sub-Agent's right to
request that the Collateral Agent furnish, in form satisfactory to the
Sub-Agent, signature cards and/or other appropriate documentation), promptly
transmit or deliver to the Collateral Agent at the office specified in paragraph
12 (or such other office as the Collateral Agent shall specify) (a) all funds,
if any, then on deposit in, or otherwise to the credit of, the Collection
Deposit Account (PROVIDED that funds on deposit that are subject to collection
may be transmitted promptly upon availability for withdrawal), (b) all checks,
drafts and other instruments for the payment of money received in the Lockboxes
and in the possession of the Sub-Agent, without depositing such checks, drafts
or other instruments in the Collection Deposit Account or any other account and
(c) any checks, drafts and other instruments for the payment of money received
in the Lockboxes by the Sub-Agent after such notice, in whatever form received.

         10. The Grantor consents to the appointment of the Sub-Agent and agrees
that the Sub- Agent shall incur no liability to the Grantor as a result of any
action taken pursuant to an instruction given by the Collateral Agent in
accordance with the provisions of this Agreement. The Grantor agrees to
indemnify and defend the Sub-Agent against any loss, liability, claim or expense
(including reasonable attorneys' fees) arising from the Sub-Agent's entry into
this Agreement and actions taken hereunder, except to the extent resulting from
the Sub-Agent's gross negligence or willful misconduct.


<PAGE>


                                                                            4

         11. The term of this Agreement shall extend from the date hereof until
the earlier of (a) the date on which the Sub-Agent has been notified in writing
by the Collateral Agent that the Sub-Agent has no further duties under this
Agreement and (b) the date of termination specified in the notice of removal
given by the Collateral Agent, or notice of resignation given by the Sub-Agent,
as the case may be, pursuant to paragraph 9. The obligations of the Sub- Agent
contained in the last sentence of paragraph 9 and in paragraph 15, and the
obligations of the Grantor contained in paragraphs 7 and 10, shall survive the
termination of this Agreement.

         12. All notices and communications hereunder shall be in writing and
shall be delivered by hand or by courier service, mailed by certified or
registered mail or sent by telecopy (except where telephonic instructions or
notices are authorized herein) and shall be effective on the day on which
received (a) in the case of the Collateral Agent, to Citicorp USA, Inc., 390
Greenwich Street, New York, New York 10013, Attention of [Collateral Monitoring
Department], and (b) in the case of the Sub-Agent, addressed to [], Attention of
[ Agent shall be authorized to act, and to give instructions and notices, on
behalf of the Collateral Agent hereunder.

         13. The Sub-Agent will not assign or transfer any of its rights or
obligations hereunder (other than to the Collateral Agent) without the prior
written consent of the other parties hereto, and any such attempted assignment
or transfer shall be void.

         14. Except as provided in paragraph 5 above, this Agreement may be
amended only by a written instrument executed by the Collateral Agent, the
Sub-Agent and the Grantor, acting by their duly authorized representative
officers.

         15. Except as otherwise provided in the Credit Agreement with respect
to rights of set off available to the Sub-Agent in its capacity as a Lender (if
and so long as the Sub-Agent is a Lender thereunder), the Sub-Agent hereby
irrevocably waives any right to set off against, or otherwise deduct from, any
funds held in the Collection Deposit Account and all items (and Proceeds
thereof) that come into its possession in connection with the Collection Deposit
Account any indebtedness or other claim owed by the Grantor or any affiliate
thereof to the Sub-Agent; PROVIDED, HOWEVER, that this paragraph shall not limit
the ability of the Sub-Agent to, and the Sub-Agent may, (a) exercise any right
to set off against, or otherwise deduct from, any such funds to the extent
necessary for the Sub-Agent to collect any fees owed to it by the Grantor in
connection with the Collection Deposit Account, (b) charge back and net against
the Collection Deposit Account any returned or dishonored items or other
adjustments in accordance with the Sub-Agent's usual practices and (c) (i)
establish the reserves contemplated in paragraph 4 in respect of unpaid fees and
amounts which may be subject to collection and (ii) transfer funds in respect of
such reserves from the Collection Deposit Account to the separate deposit
account with the Sub-Agent as contemplated in paragraph 4.

         16. This Agreement shall inure to the benefit of and be binding upon
the Collateral Agent, the Sub-Agent, the Grantor and their respective permitted
successors and assigns.

         17. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument. Delivery of an executed signature page to this
Agreement by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof.


<PAGE>


                                                                             5

         18. EXCEPT TO THE EXTENT THE LAWS OF THE STATE OF [ ] GOVERN THE
COLLECTION DEPOSIT ACCOUNT, THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         19. The Sub-Agent shall be an independent contractor. This Agreement
does not give rise to any partnership, joint venture or fiduciary relationship.

         20. In the event any one or more of the provisions contained in this
Agreement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein 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 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.


<PAGE>


                                                                            6

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.

                                            [Name of Grantor],

                                              by

                                              --------------------------------
                                              Name:
                                              Title:


                                            CITICORP USA, INC.,
                                            as Collateral Agent,
                                              by

                                              --------------------------------
                                              Name:
                                              Title:


                                            [Sub-Agent],
                                              by

                                              --------------------------------
                                              Name:
                                              Title: