<PAGE>

                                                                   Exhibit 10.11

                                                 [FORM OF]

                                    SUBSIDIARY GUARANTEE AGREEMENT (together
                           with instruments executed and delivered pursuant to
                           Section 20, the "AGREEMENT") dated as of July 29,
                           1999, among the subsidiaries listed on Schedule I
                           hereto or becoming a party hereto as provided in
                           Section 20 (each such subsidiary individually, a
                           "GUARANTOR" and collectively, the "GUARANTORS") of
                           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
                           in the Credit Agreement referred to below).

         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 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 "DOCUMENTATION AGENT").
Capitalized terms used and not defined herein (including, without limitation,
the term "OBLIGATIONS", as used in Section 1 and elsewhere herein) are used with
the meanings assigned to such terms in the Credit 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. Each of the Subsidiary Guarantors is a Subsidiary of the
Borrower and acknowledges that it will derive substantial benefit from the
making of the Loans by the Lenders to the Borrower, and the issuance of the
Letters of Credit by the Issuing Bank for the account of the Borrower. The
obligations of the Lenders to make Loans and of the Issuing Bank to issue
Letters of Credit are conditioned on, among other things, the execution and
delivery by the Guarantors of a Subsidiary Guarantee Agreement in the form
hereof. As consideration therefor and in order to induce the Lenders to make
Loans and the Issuing Bank to issue Letters of Credit, the Guarantors are
willing to execute this Agreement.

         Accordingly, the parties hereto agree as follows:

         SECTION 1. GUARANTEE. Each Guarantor unconditionally guarantees,
jointly with the other Guarantors and severally, as a primary obligor and not
merely as a surety, the due and punctual payment of the Obligations. Each
Guarantor waives notice of and hereby consents to any agreements or arrangements
whatsoever by the Obligees with any other person pertaining to the Obligations,
including agreements and arrangements for payment, extension, renewal,
subordination, composition, arrangement, discharge or release of the whole or
any part of the Obligations, or for the discharge or surrender of any or all
security, or for the compromise, whether by way of acceptance of part payment or
otherwise, and the same shall in no way impair such Guarantor's liability
hereunder.
<PAGE>

                                                                               2


         SECTION 2. OBLIGATIONS NOT WAIVED. To the fullest extent permitted by
applicable law, each Guarantor waives presentment to, demand of payment from and
protest to the Borrower or any other person of any of the Obligations, and also
waives notice of acceptance of its guarantee, notice of protest for nonpayment,
and all other formalities. To the fullest extent permitted by applicable law,
the obligations of each Guarantor hereunder shall not be affected by (a) the
failure of any Obligor to assert any claim or demand or to enforce or exercise
any right or remedy against the Borrower or any other Guarantor under the
provisions of the Credit Agreement, any other Credit Document or otherwise, (b)
any extension, renewal or increase of or in any of the Obligations, (c) any
rescission, waiver, amendment or modification of, or any release from, any of
the terms or provisions of this Agreement, any other Credit Document, any
guarantee or any other agreement or instrument, including with respect to any
other Guarantor under this Agreement, (d) the release of (or the failure to
perfect a security interest in) any of the security held by or on behalf of the
Collateral Agent or any other Obligee or (e) the failure or delay of any Obligee
to exercise any right or remedy against any other guarantor of the Obligations.

         SECTION 3. SECURITY. Each of the Guarantors authorizes the Collateral
Agent and each of the other Obligees, to (a) take and hold security for the
payment of this Guarantee and the Obligations and exchange, enforce, waive and
release any such security, (b) apply such security and direct the order or
manner of sale thereof as they in their sole discretion may determine and (c)
release or substitute any one or more endorsees, other guarantors or other
obligors.

         SECTION 4. GUARANTEE OF PAYMENT. Each Guarantor further agrees that its
guarantee constitutes a guarantee of payment when due and not of collection, and
waives any right to require that any resort be had by the Collateral Agent or
any other Obligee to any of the security held for payment of the Obligations or
to any balance of any deposit account or credit on the books of the Collateral
Agent or any other Obligee in favor of the Borrower or any other person.

         SECTION 5. NO DISCHARGE OR DIMINISHMENT OF GUARANTEE. The obligations
of each Guarantor hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason (other than the indefeasible payment in
full in cash of the Obligations), including any claim of waiver, release,
surrender, alteration or compromise of any of the Obligations, and shall not be
subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of the
Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Guarantor hereunder shall not be discharged or impaired or
otherwise affected by the failure of the Collateral Agent or any other Obligee
to assert any claim or demand or to enforce any remedy under the Credit
Agreement, any other Credit Document, any guarantee or any other agreement or
instrument, by any waiver or modification of any provision of any thereof, by
any default, failure or delay, wilful or otherwise, in the performance of the
Obligations, or by any other act, omission or delay to do any other act that may
or might in any manner or to any extent vary the risk of such Guarantor or that
would otherwise operate as a discharge of such Guarantor as a matter of law or
equity (other than the indefeasible payment in full in cash of all the
Obligations) or which would impair or eliminate any right of such Guarantor to
subrogation.
<PAGE>

                                                                               3


         SECTION 6. DEFENSES OF COMPANY WAIVED. To the fullest extent permitted
by applicable law, each of the Guarantors waives any defense based on or arising
out of the unenforceability of the Obligations or any part thereof from any
cause or the cessation from any cause of the liability (other than the final and
indefeasible payment in full in cash of the Obligations) of the Borrower. The
Collateral Agent and the other Obligees may, at their election, foreclose on any
security held by one or more of them by one or more judicial or nonjudicial
sales, accept an assignment of any such security in lieu of foreclosure,
compromise or adjust any part of the Obligations, make any other accommodation
with the Borrower or any other guarantor or exercise any other right or remedy
available to them against the Borrower or any other guarantor, without affecting
or impairing in any way the liability of any Guarantor hereunder except to the
extent the Obligations have been fully, finally and indefeasibly paid in cash.
Pursuant to applicable law, each of the Guarantors waives any defense arising
out of any such election even though such election operates, pursuant to
applicable law, to impair or to extinguish any right of reimbursement or
subrogation or other right or remedy of such Guarantor against the Borrower or
any other guarantor or any security.

         SECTION 7. AGREEMENT TO PAY; SUBORDINATION. In furtherance of the
foregoing and not in limitation of any other right that the Collateral Agent or
any other Obligee has at law or in equity against any Guarantor by virtue
hereof, upon the failure of the Borrower or any other Obligor to pay any
Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, each Guarantor hereby
promises to and will forthwith pay, or cause to be paid, to the Collateral Agent
or such other Obligee as designated thereby in cash an amount equal to the
unpaid principal amount of such Obligations then due, together with accrued and
unpaid interest and fees on such Obligations. Upon payment by any Guarantor of
any sums to the Collateral Agent or any Obligee as provided above, all rights of
such Guarantor against the Borrower arising as a result thereof by way of right
of subrogation, contribution, reimbursement, indemnity or otherwise shall in all
respects be subordinate and junior in right of payment to the prior indefeasible
payment in full in cash of all the Obligations. In addition, any indebtedness of
the Borrower now or hereafter held by any Guarantor is hereby subordinated in
right of payment to the prior payment in full of the Obligations. If any amount
shall be paid to any Guarantor on account of (i) such subrogation, contribution,
reimbursement, indemnity or similar right or (ii) any such indebtedness of the
Borrower, such amount shall be held in trust for the benefit of the Obligees and
shall forthwith be paid to the Collateral Agent to be credited against the
payment of the Obligations, whether matured or unmatured, in accordance with the
terms of the Credit Documents.

         SECTION 8. INFORMATION. Each of the Guarantors assumes all
responsibility for being and keeping itself informed of the Borrower's financial
condition and assets, all other circumstances bearing upon the risk of
nonpayment of the Obligations and the nature, scope and extent of the risks that
such Guarantor assumes and incurs hereunder and agrees that none of the
Collateral Agent or the other Obligees will have any duty to advise any of the
Guarantors of information known to it or any of them regarding such
circumstances or risks.

         SECTION 9. REPRESENTATIONS AND WARRANTIES. Each of the Guarantors
represents and warrants as to itself that all representations and warranties
relating to it contained in the Credit Agreement are true and correct.
<PAGE>

                                                                               4


         SECTION 10. TERMINATION. The Guarantees made hereunder (a) shall
terminate when all the Obligations (other than wholly contingent indemnification
obligations) then due and owing have been indefeasibly paid in full and the
Lenders have no further commitment to lend under the Credit Agreement, the L/C
Exposure has been reduced to zero and the Issuing Bank has no further obligation
to issue Letters of Credit under the Credit Agreement and (b) shall continue to
be effective or be reinstated, as the case may be, if at any time any payment,
or any part thereof, on any Obligation is rescinded or must otherwise be
restored by any Obligee or any Guarantor upon the bankruptcy or reorganization
of the Borrower, or any Guarantor or otherwise.

         SECTION 11. BINDING EFFECT; SEVERAL AGREEMENT; ASSIGNMENTS. 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 the Guarantors that are contained in
this Agreement shall bind and inure to the benefit of each party hereto and
their respective successors and assigns. This Agreement shall become effective
as to any Guarantor when a counterpart hereof (or a Supplement referred to in
Section 20) executed on behalf of such Guarantor shall have been delivered to
the Collateral Agent and a counterpart hereof (or a Supplement referred to in
Section 20) shall have been executed on behalf of the Collateral Agent, and
thereafter shall be binding upon such Guarantor and the Collateral Agent and
their respective successors and assigns, and shall inure to the benefit of such
Guarantor, the Collateral Agent and the other Obligees, and their respective
successors and assigns, except that no Guarantor shall have the right to assign
its rights or obligations hereunder or any interest herein (and any such
attempted assignment shall be void). This Agreement shall be construed as a
separate agreement with respect to each Guarantor and may be amended, modified,
supplemented, waived or released with respect to any Guarantor without the
approval of any other Guarantor and without affecting the obligations of any
other Guarantor.

         SECTION 12. 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 other Obligees under the other Credit Documents are cumulative and
are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of this Agreement or consent to any departure by any
Guarantor 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 or demand on any Guarantor in any case shall entitle such Guarantor 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 a written agreement entered into between
the Guarantors to which such waiver, amendment or modification relates and the
Collateral Agent, subject to any consent required in accordance with Section
9.08 of the Credit Agreement.
<PAGE>

                                                                               5


         SECTION 13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 14. NOTICES. All communications and notices hereunder shall be
in writing and given as provided in Section 9.01 of the Credit Agreement. All
communications and notices hereunder to each Guarantor shall be given to it in
care of the Borrower.

         SECTION 15. SURVIVAL OF AGREEMENT; SEVERABILITY. (a) All covenants,
agreements, representations and warranties made by the Guarantors herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or any other Credit Document shall be considered
to have been relied upon by the Collateral Agent and the other Obligees and
shall survive the making by the Lenders of the Loans and the issuance of the
Letters of Credit by the Issuing Bank regardless of any investigation made by
the Obligees or on their behalf, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any other fee or
amount payable under this Agreement or any other Credit Document is outstanding
and unpaid, the L/C Exposure does not equal zero or the Commitments and the L/C
Commitment have not been terminated.

         (b) In the event any one or more of the provisions contained in this
Agreement or in any other Credit Document should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and therein 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.

         SECTION 16. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute a single contract, and shall become effective as
provided in Section 11. Delivery of an executed signature page to this Agreement
by facsimile transmission shall be as effective as delivery of a manually
executed counterpart of this Agreement.

         SECTION 17. RULES OF INTERPRETATION. The rules of interpretation
specified in Section 1.02 of the Credit Agreement shall be applicable to this
Agreement.

         SECTION 18. JURISDICTION; CONSENT TO SERVICE OF PROCESS. (a) Each
Guarantor 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 Credit 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
<PAGE>

                                                                               6


suit on the judgment or in any other manner provided by law. Nothing in this
Agreement shall affect any right that the Collateral Agent or any other Obligees
may otherwise have to bring any action or proceeding relating to this Agreement
or the other Credit Documents against any Guarantor or its properties in the
courts of any jurisdiction.

         (b) Each Guarantor hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection that 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 Credit
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 14. 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 19. 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 THE OTHER CREDIT 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 CREDIT DOCUMENTS, AS APPLICABLE, BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 19.

         SECTION 20. ADDITIONAL SUBSIDIARY GUARANTORS. 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 Subsidiary Guarantor upon becoming a Subsidiary.
Upon execution and delivery after the date hereof by the Collateral Agent and
such a Subsidiary of a Supplement in the form of Annex 1, such Subsidiary shall
become a Subsidiary Guarantor hereunder with the same force and effect as if
originally named as a Subsidiary Guarantor herein. The execution and delivery of
any Supplement adding an additional Subsidiary Guarantor as a party to this
Agreement shall not require the consent of any other Guarantor hereunder. The
rights and obligations of each Guarantor hereunder shall remain in full force
and effect notwithstanding the addition of any new Subsidiary Guarantor as a
party to this Agreement.

         SECTION 21. RIGHT OF SETOFF. If an Event of Default shall have occurred
and be continuing, each Obligee is hereby authorized at any time and from time
to time, to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held and other Indebtedness at any time
<PAGE>

                                                                               7


owing by such Obligee to or for the credit or the account of any Guarantor
against any or all the obligations of such Guarantor now or hereafter existing
under this Agreement and the other Credit Documents held by such Obligee,
irrespective of whether or not such Obligee shall have made any demand under
this Agreement or any other Credit Document and although such obligations may be
unmatured. The rights of each Obligee under this Section 21 are in addition to
other rights and remedies (including other rights of setoff) which such Obligee
may have.


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


                                    EACH SUBSIDIARY LISTED ON SCHEDULE I HERETO,


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

                                    CITICORP USA, INC., as Collateral Agent,


                                      by
                                        -----------------------
                                        Name:
                                        Title:
<PAGE>

                                                               Schedule I to the
                                                  Subsidiary Guarantee Agreement


                              SUBSIDIARY GUARANTORS
<PAGE>

                                                                  Annex 1 to the
                                                  Subsidiary Guarantee Agreement


                                    SUPPLEMENT NO.    dated as of    , to the
                           SUBSIDIARY GUARANTEE AGREEMENT dated as of July 29,
                           1999, among each of the subsidiaries listed on
                           Schedule I thereto (each such subsidiary
                           individually, a "SUBSIDIARY GUARANTOR" and
                           collectively, the "SUBSIDIARY GUARANTORS") of CROSS
                           COUNTRY TRAVCORPS, INC., a Delaware corporation (the
                           "BORROWER"), and CITICORP USA, INC. ("CITICORP"), as
                           collateral agent (the "COLLATERAL AGENT") for the
                           Obligees (as defined in the Credit Agreement referred
                           to below).

         A. 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 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 "DOCUMENTATION AGENT").

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

         C. The Guarantors have entered into the Subsidiary Guarantee Agreement
in order to induce the Lenders to make Loans and the Issuing Bank to issue
Letters of Credit. Pursuant to Section 5.10 of the Credit Agreement, each
Subsidiary (other than any Foreign Subsidiary) that was not in existence or not
a Subsidiary on the Original Closing Date is required to enter into the
Subsidiary Guarantee Agreement as a Subsidiary Guarantor upon becoming a
Subsidiary. Section 20 of the Subsidiary Guarantee Agreement provides that
additional Subsidiaries may become Subsidiary Guarantors under the Subsidiary
Guarantee Agreement by execution and delivery of an instrument in the form of
this Supplement. The undersigned Subsidiary of the Company (the "NEW SUBSIDIARY
GUARANTOR") is executing this Supplement in accordance with the requirements of
the Credit Agreement to become a Subsidiary Guarantor under the Subsidiary
Guarantee 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 Subsidiary Guarantor
agree as follows:

         SECTION 1. In accordance with Section 20 of the Subsidiary Guarantee
Agreement, the New Subsidiary Guarantor by its signature below becomes a
Subsidiary Guarantor under the Subsidiary Guarantee Agreement with the same
force and effect as if originally named therein as a Subsidiary Guarantor and
the New Subsidiary Guarantor hereby (a) agrees to all the terms and provisions
of the Subsidiary Guarantee Agreement applicable to it as a Subsidiary Guarantor
thereunder and (b) represents and warrants that the representations and
warranties made by it as a Subsidiary Guarantor thereunder are true and correct
on and as of
<PAGE>

                                                                               2


the date hereof. Each reference to a "SUBSIDIARY GUARANTOR" or "Guarantor" in
the Subsidiary Guarantee Agreement shall be deemed to include the New Subsidiary
Guarantor. The Subsidiary Guarantee Agreement is hereby incorporated herein by
reference.

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

         SECTION 3. This Supplement may be executed in counterparts, 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 Subsidiary Guarantor 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 executed
counterpart of this Supplement.

         SECTION 4. Except as expressly supplemented hereby, the Subsidiary
Guarantee Agreement shall remain in full force and effect.

         SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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

         SECTION 7. All communications and notices hereunder shall be in writing
and given as provided in Section 14 of the Subsidiary Guarantee Agreement. All
communications and notices hereunder to the New Subsidiary Guarantor shall be
given to it at the address set forth under its signature below, with a copy to
the Company.

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

                                                                               3


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


                                       [NAME OF NEW SUBSIDIARY GUARANTOR],

                                          by
                                            -----------------------------------
                                            Name:
                                            Title:
                                            Address:


                                       CITICORP USA, INC., as Collateral Agent,


                                          by
                                            -----------------------------------
                                            Name:
                                            Title:
<PAGE>

                                                                         ANNEX 1

                                   COMMITMENTS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
         LENDER                      REVOLVING            TRANCHE A-1           TRANCHE A-2            TOTAL
----------------------------------------------------------------------------------------------------------------
<S>                                  <C>                  <C>                  <C>                 <C>
Citicorp USA                         $5,000,000           $19,146,667               -               $24,146,667
----------------------------------------------------------------------------------------------------------------

GE Capital                            5,000,000            19,146,667               -                24,146,667
----------------------------------------------------------------------------------------------------------------

Wachovia Bank                         5,000,000            19,146,667               -                24,146,667
----------------------------------------------------------------------------------------------------------------

Bankers Trust                         3,000,000            11,488,000               -                14,488,000
----------------------------------------------------------------------------------------------------------------

Suntrust Bank                         3,000,000            11,488,000            3,000,000           17,488,000
----------------------------------------------------------------------------------------------------------------

Fleet Bank                            2,000,000             7,658,667           10,000,000           19,658,667
----------------------------------------------------------------------------------------------------------------

IBJ Whitehall                         2,000,000             7,658,667               -                 9,658,667
----------------------------------------------------------------------------------------------------------------

ING US Capital                        2,000,000             7,658,667               -                 9,658,667
----------------------------------------------------------------------------------------------------------------

Sovereign Bank                        2,000,000             7,658,667               -                 9,658,667
----------------------------------------------------------------------------------------------------------------

Provident Bank
of Maryland                           1,000,000             3,829,333               -                 4,829,333
----------------------------------------------------------------------------------------------------------------

Merrill Lynch                           -                     -                  8,500,000            8,500,000
----------------------------------------------------------------------------------------------------------------

Bank of America                         -                     -                  8,500,000            8,500,000
----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------

TOTAL                               $30,000,000          $114,880,002          $30,000,000         $174,880,002
----------------------------------------------------------------------------------------------------------------
</TABLE>