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                                                                   EXHIBIT 10.13



                                    [FORM OF]


                  PLEDGE AGREEMENT (together with instruments executed and
         delivered pursuant to Section 23, this "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 in the Credit Agreement referred to below).

         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 "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"). Capitalized terms used and not defined
herein (including, without limitation, the term "OBLIGATIONS", as used in the
next paragraph 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. The Borrower, among other things, has agreed to cause each of
the Subsidiaries (the "SUBSIDIARY PLEDGORS"; the Borrower and the Subsidiary
Pledgors are referred to collectively as the "PLEDGORS") to pledge certain
assets pursuant to this Agreement. The obligations of the Lenders to make Loans
and of the Issuing Bank to issue Letters of Credit are conditioned upon, among
other things, the execution and delivery by the Pledgors of an agreement in the
form hereof to secure the Obligations.

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

         SECTION 1. PLEDGE. As security for the payment and performance, as the
case may be, in full of the Obligations, each Pledgor hereby transfers, grants,
bargains, sells, conveys, hypothecates, pledges, sets over, assigns as security
and delivers unto the Collateral Agent, its successors and assigns, and hereby
grants to the Collateral Agent, its successors and assigns, for the ratable
benefit of the Obligees, a security interest in all of such Pledgor's right,
title and interest in, to and under (a) the Equity Interests and Rights owned by
it and listed on Schedule II hereto and any Equity Interests and Rights of any
Subsidiary or any other person obtained in the future by such Pledgor and any
and all certificates representing the foregoing (collectively, the "PLEDGED
STOCK"); PROVIDED that


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the Pledged Stock shall not include (i) more than 65% of the issued and
outstanding shares of voting Equity Interests (but shall be required to pledge
100% of the non-voting Equity Interests) of any Foreign Subsidiary or (ii) to
the extent that applicable law requires that a Subsidiary of the Pledgor issue
directors' qualifying shares, such qualifying shares; (b)(i) the debt securities
listed opposite the name of such Pledgor on Schedule II hereto, (ii) any debt
securities of any other Pledgor or any Subsidiary or any other person in the
future issued to or held by such Pledgor and (iii) the promissory notes and any
other instruments evidencing such debt securities (the "PLEDGED DEBT
SECURITIES"); (c) all other property that may be delivered to and held by the
Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all
payments of principal or interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise distributed, in
respect of, in exchange for or upon the conversion of the securities referred to
in clauses (a) and (b) above; (e) subject to Section 5, all rights and
privileges of such Pledgor with respect to the securities, interests and other
property referred to in clauses (a), (b), (c) and (d) above; and (f) all
proceeds of any of the foregoing (the items referred to in clauses (a) through
(f) above being collectively referred to as the "COLLATERAL"). Upon delivery to
the Collateral Agent, (a) any stock certificates, notes or other securities
(including the Pledged Debt Securities) now or hereafter included in the
Collateral (the "PLEDGED SECURITIES") shall be accompanied by stock or bond
powers duly executed in blank or other instruments of transfer satisfactory to
the Collateral Agent with, if the Collateral Agent so requests, signature
guaranteed, and by such other endorsements, instruments and documents as the
Collateral Agent may reasonably request and (b) all other property comprising
part of the Collateral shall be accompanied by proper instruments of assignment
duly executed by each Pledgor and such other endorsements, instruments or
documents as the Collateral Agent may reasonably request. Each delivery of
Pledged Securities shall be accompanied by a schedule describing the securities
theretofore and then being pledged hereunder, which schedule shall be attached
hereto as Schedule II and made a part hereof. Each schedule so delivered shall
supersede any prior schedules so delivered.

         TO HAVE AND TO HOLD the Collateral, together with all right, title,
interest, powers, privileges and preferences pertaining or incidental thereto,
unto the Collateral Agent, its successors and assigns, for the ratable benefit
of the Obligees, forever; SUBJECT, HOWEVER, to the terms, covenants and
conditions hereinafter set forth.

         SECTION 2. DELIVERY OF THE COLLATERAL. (a) Each Pledgor agrees promptly
to deliver or cause to be delivered to the Collateral Agent any and all Pledged
Securities, and any and all certificates or other instruments or documents
representing the Collateral.

         (b) Each Pledgor will cause any Indebtedness for borrowed money owed to
such Pledgor by any other Pledgor or any Subsidiary to be evidenced by a duly
executed promissory note that is pledged and delivered to the Collateral Agent
pursuant to the terms hereof.

         SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Pledgor
hereby represents, warrants and covenants, as to itself and the Collateral
pledged by it hereunder, to and with the Collateral Agent that:

                  (a) the Pledged Stock represents that percentage as set forth
         on Schedule II of the issued and outstanding shares of each class of
         the capital stock or other Equity Interests of the issuer with respect
         thereto;

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                  (b) except for the security interest granted hereunder, such
         Pledgor (i) is and will at all times continue to be the direct owner,
         beneficially and of record, of the Pledged Securities indicated on
         Schedule II, (ii) holds the same free and clear of all Liens, (iii)
         will make no assignment, pledge, hypothecation or transfer of, or
         create or permit to exist any security interest in or other Lien on,
         the Collateral, other than pursuant hereto, and (iv) subject to Section
         5, will cause any and all Collateral, whether for value paid by the
         Pledgor or otherwise, to be forthwith deposited with the Collateral
         Agent and pledged or assigned hereunder;

                  (c) such Pledgor (i) has the power and authority to pledge the
         Collateral in the manner hereby done or contemplated and (ii) will
         defend its title or interest thereto or therein against any and all
         Liens (other than the Lien created by this Agreement), however arising,
         of all persons whomsoever;

                  (d) no consent of any other person (including stockholders or
         creditors of such Pledgor) and no consent or approval of any
         Governmental Authority or any securities exchange was or is necessary
         to the validity of the pledge effected hereby;

                  (e) by virtue of the execution and delivery by the Pledgors of
         this Agreement, when the Pledged Securities, certificates or other
         documents representing or evidencing the Collateral are delivered to
         the Collateral Agent in accordance with this Agreement or, if a
         security interest in any of such Collateral may not under applicable
         law be perfected by possession, then upon the filing of appropriate
         financing statements, the Collateral Agent will obtain a valid and
         perfected first lien upon and security interest in such Pledged
         Securities as security for the payment and performance of the
         Obligations;

                  (f) the pledge effected hereby is effective to vest in the
         Collateral Agent, on behalf of the Obligees, the rights of the
         Collateral Agent in the Collateral as set forth herein;

                  (g) all of the Pledged Stock has been duly authorized and
         validly issued, is fully paid and nonassessable and is in certificated
         form;

                  (h) all information set forth herein relating to the Pledged
         Stock is accurate and complete in all material respects as of the date
         hereof;

                  (i) the pledge of the Pledged Stock pursuant to this Agreement
         does not violate Regulation U or X of the Federal Reserve Board or any
         successor thereto as of the date hereof;

                  (j) the Collateral shall not be represented by any
         certificates, notes, securities, documents or other instruments other
         than those delivered hereunder; and

                  (k) the terms of the governing documentation for the capital
         stock of each partnership or limited liability company whose capital
         stock is pledged under Section 1 above will at all times expressly
         provide that the capital stock of such partnership or limited liability
         company is a security governed by Article VIII of the Uniform
         Commercial Code as in effect in New York and that such capital


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         stock will at all times be represented by a certificate duly delivered
         to the Collateral Agent under Section 1 above.

         SECTION 4. REGISTRATION IN NOMINEE NAME; DENOMINATIONS. The Collateral
Agent, on behalf of the Obligees, shall have the right to hold the Pledged
Securities in the name of the Pledgors, endorsed or assigned in blank or in
favor of the Collateral Agent or, upon the occurrence and during the continuance
of an Event of Default, in its own name as pledgee or the name of its nominee
(as pledgee or as sub-agent). Each Pledgor will promptly give to the Collateral
Agent copies of any notices or other communications received by it with respect
to Pledged Securities registered in the name of such Pledgor. The Collateral
Agent shall at all times have the right to exchange the certificates
representing Pledged Securities for certificates of smaller or larger
denominations for any purpose consistent with this Agreement.

         SECTION 5. VOTING RIGHTS; DIVIDENDS AND INTEREST, ETC. (a) Unless and
until an Event of Default shall have occurred and be continuing:

                  (i) Each Pledgor shall be entitled to exercise any and all
         voting and/or other consensual rights and powers inuring to an owner of
         Pledged Securities or any part thereof for any purpose consistent with
         the terms of this Agreement, the Credit Agreement and the other Credit
         Documents; PROVIDED, HOWEVER, that such Pledgor will not be entitled to
         exercise any such right if the result thereof could materially and
         adversely affect the rights inuring to a holder of the Pledged
         Securities or the rights and remedies of any of the Obligees under this
         Agreement or the Credit Agreement or any other Credit Document or the
         ability of the Obligees to exercise the same.

                  (ii) The Collateral Agent shall execute and deliver to each
         Pledgor, or cause to be executed and delivered to each Pledgor, all
         such proxies, powers of attorney and other endorsement or instruments
         as such Pledgor may reasonably request for the purpose of enabling such
         Pledgor to exercise the voting and/or consensual rights and powers it
         is entitled to exercise pursuant to subparagraph (i) above and to
         receive the cash dividends it is entitled to receive pursuant to
         subparagraph (iii) below.

                  (iii) Each Pledgor shall be entitled to receive and retain any
         and all cash dividends, distributions, interest and principal paid on
         the Pledged Securities to the extent and only to the extent that such
         cash dividends, distributions, interest and principal are permitted by,
         and otherwise paid in accordance with, the terms and conditions of the
         Credit Agreement, the other Credit Documents and applicable laws. All
         noncash dividends, distributions, interest and principal, and all
         dividends, distributions, interest and principal paid or payable in
         cash or otherwise in connection with a partial or total liquidation or
         dissolution, return of capital, capital surplus or paid-in surplus, and
         all other distributions (other than distributions referred to in the
         preceding sentence) made on or in respect of the Pledged Securities,
         whether paid or payable in cash or otherwise, whether resulting from a
         subdivision, combination or reclassification of the outstanding capital
         stock of the issuer of any Pledged Securities or received in exchange
         for Pledged Securities or any part thereof, or in redemption thereof,
         or as a result of any merger, consolidation, acquisition or other
         exchange of assets to which such issuer may be a party or otherwise,
         shall be and become part of the Collateral,


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         and, if received by any Pledgor, shall not be commingled by such
         Pledgor with any of its other funds or property but shall be held
         separate and apart therefrom, shall be held in trust for the benefit of
         the Collateral Agent and shall be forthwith delivered to the Collateral
         Agent in the same form as so received (with any necessary endorsement).

         (b) Upon the occurrence and during the continuance of an Event of
Default, all rights of any Pledgor to dividends, distributions, interest or
principal that such Pledgor is authorized to receive pursuant to paragraph
(a)(iii) above shall cease, and all such rights shall thereupon become vested in
the Collateral Agent, which shall have the sole and exclusive right and
authority to receive and retain such dividends, distributions, interest or
principal. All dividends, distributions, interest or principal received by any
Pledgor contrary to the provisions of this Section 5 shall be held in trust for
the benefit of the Collateral Agent, shall be segregated from other property or
funds of such Pledgor and shall be forthwith delivered to the Collateral Agent
upon demand in the same form as so received (with any necessary endorsement).
Any and all money and other property paid over to or received by the Collateral
Agent pursuant to the provisions of this paragraph (b) shall be retained by the
Collateral Agent in an account to be established by the Collateral Agent upon
receipt of such money or other property and shall be applied in accordance with
the provisions of Section 7. After all Events of Default have been cured or
waived, the Collateral Agent shall, within five Business Days after all such
Events of Default have been cured or waived, repay to each Pledgor all cash
dividends, distributions, interest or principal (without interest), that such
Pledgor would otherwise be permitted to retain pursuant to the terms of
paragraph (a)(iii) above and which remain in such account.

         (c) Upon the occurrence and during the continuance of an Event of
Default, all rights of any Pledgor to exercise the voting and consensual rights
and powers it is entitled to exercise pursuant to paragraph (a)(i) of this
Section 5, and the obligations of the Collateral Agent under paragraph (a)(ii)
of this Section 5, shall cease, and all such rights shall thereupon become
vested in the Collateral Agent, which shall have the sole and exclusive right
and authority to exercise such voting and consensual rights and powers, PROVIDED
THAT, unless otherwise directed by the Required Lenders, the Collateral Agent
shall have the right from time to time following and during the continuance of
an Event of Default to permit such Pledgor to exercise such rights. After all
Events of Default have been cured or waived, such Pledgor will have the right to
exercise the voting and consensual rights and powers that it would otherwise be
entitled to exercise pursuant to the terms of paragraph (a)(i) above.

         SECTION 6. REMEDIES UPON DEFAULT. Upon the occurrence and during the
continuance of an Event of Default, subject to applicable regulatory and legal
requirements, the Collateral Agent may sell the Collateral, or any part thereof,
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 the
Collateral for their own account for investment and not with a view to the
distribution or sale thereof or to impose other restrictions necessary in its
judgment to ensure compliance with applicable securities laws, as more fully set
forth in Section 11, 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


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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 Pledgor, and, to the
extent permitted by applicable law, each Pledgor hereby waives all rights of
redemption, stay, valuation and appraisal such Pledgor 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 a Pledgor 10 days' prior written notice
(which each Pledgor 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 such Pledgor's 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 of such sale. At any such sale, the Collateral, 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 in full 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
applicable law, private) sale made pursuant to this Section 6, any Secured Party
may bid for or purchase, free from any right of redemption, stay or appraisal on
the part of any Pledgor (all said rights being also hereby waived and released),
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 it from such Pledgor
as a credit against the purchase price, and it may, upon compliance with the
terms of sale, hold, retain and dispose of such property without further
accountability to such Pledgor therefor. For purposes hereof, (a) a written
agreement to purchase the Collateral or any portion thereof shall be treated as
a sale thereof, (b) the Collateral Agent shall be free to carry out such sale
pursuant to such agreement and (c) such Pledgor shall not 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 upon the Collateral 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. Any sale
pursuant to the provisions of this Section 6 shall be deemed to conform to the
commercially reasonable standards as provided in Section 9-504(3) of the Uniform
Commercial Code as in effect in the State of New York or its equivalent in other
jurisdictions.


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         SECTION 7. APPLICATION OF PROCEEDS OF SALE. The proceeds of any sale of
Collateral pursuant to Section 6, as well as any Collateral consisting of cash,
shall be applied by the Collateral Agent as follows:

                  FIRST, to the payment of all costs and expenses incurred by
         the Collateral Agent in connection with such sale or otherwise in
         connection with this Agreement, any other Credit Document or any of the
         Obligations, including all court costs and the reasonable fees and
         expenses of its agents and legal counsel, the repayment of all advances
         made by the Collateral Agent hereunder or under any other Credit
         Document on behalf of any Pledgor and any other costs or expenses
         incurred in connection with the exercise of any right or remedy
         hereunder or under any other Credit 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 Pledgor, its successors or assigns, or as a
         court of competent jurisdiction may otherwise direct.

         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 purchase money by 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 8. REIMBURSEMENT OF COLLATERAL AGENT. (a) Each Pledgor agrees
to pay upon demand to the Collateral Agent the amount of any and all reasonable
expenses, including the reasonable fees, other charges and disbursements of its
counsel and of any experts or agents, that the Collateral Agent may incur in
connection with (i) the administration of this Agreement, (ii) the custody or
preservation of, or the sale of, collection from, or other realization upon, any
of the Collateral, (iii) the exercise or enforcement of any of the rights of the
Collateral Agent hereunder or (iv) the failure by any Pledgor to perform or
observe any of the provisions hereof.

         (b) Without limitation of its indemnification obligations under the
other Credit Documents, each of the Pledgors jointly and severally agrees to
indemnify the Collateral Agent and the Indemnitees against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including reasonable counsel fees, other charges and
disbursements, incurred by or asserted against any Indemnitee arising out of, in
any way connected with, or as a result of (i) the execution or delivery of this
Agreement or any other Credit Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their
respective obligations thereunder or the consummation of the Transactions and
the other transactions contemplated thereby or (ii) any claim, litigation,
investigation or proceeding relating to any of the foregoing, whether or not any
Indemnitee is a party thereto,


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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 amounts payable as provided hereunder shall be additional
Obligations secured hereby and by the other Security Documents. The provisions
of this Section 8 shall remain operative and in full force and effect regardless
of the termination of this Agreement or any other Credit 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 Credit Document or any investigation made by or on
behalf of the Collateral Agent or any other Secured Party. All amounts due under
this Section 8 shall be payable on written demand therefor and shall bear
interest at the rate specified in Section 2.07 of the Credit Agreement.

         SECTION 9. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT. Each Pledgor
hereby appoints the Collateral Agent the attorney-in-fact of such Pledgor for
the purpose of carrying out the provisions of this Agreement and taking any
action and executing any instrument that the Collateral Agent may deem necessary
or advisable to accomplish the purposes hereof, which appointment is irrevocable
and coupled with an interest. Without limiting the generality of the foregoing,
the Collateral Agent shall have the right, upon the occurrence and during the
continuance of an Event of Default, with full power of substitution either in
the Collateral Agent's name or in the name of such Pledgor, to ask for, demand,
sue for, collect, receive and give acquittance for any and all moneys due or to
become due under and by virtue of any Collateral, to endorse checks, drafts,
orders and other instruments for the payment of money payable to such Pledgor
representing any interest or dividend or other distribution payable in respect
of the Collateral or any part thereof or on account thereof and to give full
discharge for the same, to settle, compromise, prosecute or defend any action,
claim or proceeding with respect thereto, and to sell, assign, endorse, pledge,
transfer and to make any agreement respecting, or otherwise deal with, the same;
PROVIDED that nothing herein contained shall be construed as requiring or
obligating the Collateral Agent to make any commitment or to make any inquiry as
to the nature or sufficiency of any payment received by the Collateral Agent, 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. The Collateral Agent and the other
Obligees shall be accountable only for amounts actually received as a result of
the exercise of the powers granted to them herein, and neither they nor their
officers, directors, employees or agents shall be responsible to any Pledgor for
any act or failure to act hereunder, except for their own gross negligence or
wilful misconduct.

         SECTION 10. WAIVERS; AMENDMENT. (a) No failure or delay of the
Collateral Agent or any of the Pledgors 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 and the Pledgors 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 provisions of this
Agreement or consent to any departure by any Pledgor therefrom shall in any
event be

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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 Pledgor in any case
shall entitle such Pledgor 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 Collateral Agent and the Pledgor or Pledgors 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 11. SECURITIES ACT, ETC. In view of the position of the
Pledgors in relation to the Pledged Securities, or because of other current or
future circumstances, a question may arise under the Securities Act of 1933, as
now or hereafter in effect, or any similar statute hereafter enacted analogous
in purpose or effect (such Act and any such similar statute as from time to time
in effect being called the "FEDERAL SECURITIES LAWS") with respect to any
disposition of the Pledged Securities permitted hereunder. Each Pledgor
understands that compliance with the Federal Securities Laws might very strictly
limit the course of conduct of the Collateral Agent if the Collateral Agent were
to attempt to dispose of all or any part of the Pledged Securities, and might
also limit the extent to which or the manner in which any subsequent transferee
of any Pledged Securities could dispose of the same. Similarly, there may be
other legal restrictions or limitations affecting the Collateral Agent in any
attempt to dispose of all or part of the Pledged Securities under applicable
Blue Sky or other state securities laws or similar laws analogous in purpose or
effect. Each Pledgor recognizes that in light of such restrictions and
limitations the Collateral Agent may, with respect to any sale of the Pledged
Securities, limit the purchasers to those who will agree, among other things, to
acquire such Pledged Securities for their own account, for investment, and not
with a view to the distribution or resale thereof. Each Pledgor acknowledges and
agrees that in light of such restrictions and limitations, the Collateral Agent,
in its sole and absolute discretion, (a) may proceed to make such a sale whether
or not a registration statement for the purpose of registering such Pledged
Securities or part thereof shall have been filed under the Federal Securities
Laws and (b) may approach and negotiate with a single potential purchaser to
effect such sale. Each Pledgor acknowledges and agrees that any such sale might
result in prices and other terms less favorable to the seller than if such sale
were a public sale without such restrictions. In the event of any such sale, the
Collateral Agent shall incur no responsibility or liability for selling all or
any part of the Pledged Securities at a price that the Collateral Agent, in its
sole and absolute discretion, may in good faith deem reasonable under the
circumstances, notwithstanding the possibility that a substantially higher price
might have been realized if the sale were deferred until after registration as
aforesaid or if more than a single purchaser were approached. The provisions of
this Section 11 will apply notwithstanding the existence of a public or private
market upon which the quotations or sales prices may exceed substantially the
price at which the Collateral Agent sells.

         SECTION 12. SECURITY INTEREST ABSOLUTE. All rights of the Collateral
Agent hereunder, the grant of a security interest in the Collateral and all
obligations of each Pledgor hereunder, shall be absolute and unconditional
irrespective of (a) any lack of validity or enforceability of the Credit
Agreement, any other Credit 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

                                       9
<PAGE>

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 Credit Document or any other agreement or instrument
relating to any of the foregoing, (c) any exchange, release or nonperfection of
any other collateral, or any release or amendment or waiver of or consent to or
departure from any guaranty, for all or any of the Obligations or (d) any other
circumstance that might otherwise constitute a defense available to, or a
discharge of, any Pledgor in respect of the Obligations or in respect of this
Agreement (other than the indefeasible payment in full of all the Obligations).

         SECTION 13. TERMINATION OR RELEASE. (a) This Agreement and the security
interests granted hereby shall terminate when all the Obligations 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.

         (b) Upon the effectiveness of any written consent to the release of the
security interest granted hereby in any Collateral pursuant to Section 9.08(b)
of the Credit Agreement, the security interest in such Collateral shall be
automatically released.

         (c) In connection with any termination or release pursuant to paragraph
(a) or (b) above, the Collateral Agent shall execute and deliver to any Pledgor,
at such Pledgor's expense, all documents that such Pledgor shall reasonably
request to evidence such termination or release. Any execution and delivery of
documents pursuant to this Section 13 shall be without recourse to or warranty
by the Collateral Agent.

         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 any Subsidiary Pledgor shall be given to
it in care of the Borrower.

         SECTION 15. FURTHER ASSURANCES. Each Pledgor agrees to do such further
acts and things, and to execute and deliver such additional conveyances,
assignments, agreements, endorsement and instruments, as the Collateral Agent
may at any time reasonably request in connection with the administration and
enforcement of this Agreement or with respect to the Collateral or any part
thereof or in order better to assure and confirm unto the Collateral Agent its
rights and remedies hereunder.

         SECTION 16. 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 any Pledgor that are contained in
this Agreement shall bind and inure to the benefit of its successors and
assigns. This Agreement shall become effective as to any Pledgor when a
counterpart hereof (or a Supplement referred to in Section 23) executed on
behalf of such Pledgor shall have been delivered to the Collateral Agent and a
counterpart hereof (or a Supplement referred to in Section 23) shall have been
executed on behalf of the Collateral Agent, and thereafter shall be binding upon
such Pledgor and the Collateral Agent, and their respective successors and
assigns, enforceable by such Pledgor against the Collateral Agent and by the
Collateral Agent against such Pledgor, and their respective successors and
assigns, and shall inure to the benefit of such Pledgor, the Collateral Agent
and the other Obligees, and their respective successors and assigns, except that
no Pledgor shall have the right to assign its rights


                                       10
<PAGE>

hereunder or any interest herein or in the Collateral (and any such attempted
assignment shall be void), except as expressly contemplated by this Agreement or
the other Credit Documents. This Agreement shall be construed as a separate
agreement with respect to each Pledgor and may be amended, modified,
supplemented, waived or released with respect to any Pledgor without the
approval of any other Pledgor and without affecting the obligations of any other
Pledgor hereunder.

         SECTION 17. SURVIVAL OF AGREEMENT; SEVERABILITY. (a) All covenants,
agreements, representations and warranties made by each Pledgor 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, 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 until
terminated in accordance with Section 14.

         (b) 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.

         SECTION 18. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 19. 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 a single contract, and shall become effective
as provided in Section 17. Delivery of an executed counterpart of a signature
page to this Agreement by facsimile transmission shall be as effective as
delivery of a manually executed counterpart of this Agreement.

         SECTION 20. RULES OF INTERPRETATION. The rules of interpretation
specified in Section 1.02 of the Credit Agreement shall be applicable to this
Agreement. Section headings used herein are for convenience 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 21. JURISDICTION; CONSENT TO SERVICE OF PROCESS. (a) Each
Pledgor 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, to the extent permitted by applicable law, all
claims in respect of any such action or proceeding may be heard and


                                       11
<PAGE>

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 or
any other Secured Party may otherwise have to bring any action or proceeding
relating to this Agreement or the other Credit Documents against the Pledgor or
its properties in the courts of any jurisdiction.

         (b) Each Pledgor 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 15. 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 22. 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 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

         SECTION 23. ADDITIONAL PLEDGORS. Pursuant to Section 5.10 of the Credit
Agreement, each Subsidiary that was not in existence or not a Subsidiary on the
Second Restatement Closing Date is required to enter into this Agreement as a
Subsidiary Pledgor upon becoming a Subsidiary if such Subsidiary owns or
possesses property of a type that would be considered Collateral hereunder. Upon
execution and delivery by the Collateral Agent and a Subsidiary of a Supplement
in the form of Annex 1, such Subsidiary shall become a Subsidiary Pledgor
hereunder with the same force and effect as if originally named as a Subsidiary
Pledgor herein. The execution and delivery of such Supplement shall not require
the consent of any Pledgor hereunder. The rights and obligations of each Pledgor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Subsidiary Pledgor as a party to this Agreement.

         SECTION 24. EXECUTION OF FINANCING STATEMENTS. Pursuant to Section
9-402 of the Uniform Commercial Code as in effect in the State of New York or
its equivalent in other jurisdictions, each Pledgor authorizes the Collateral
Agent to file financing statements with respect to the Collateral owned by it
without the signature of such

                                       12
<PAGE>

Pledgor in such form and in such filing offices as the Collateral Agent
reasonably determines appropriate to perfect the security interests of the
Collateral Agent under this Agreement. A carbon, photographic or other
reproduction of this Agreement shall be sufficient as a financing statement for
filing in any jurisdiction.

         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:


                                       13
<PAGE>


                                                               Schedule I to the
                                                                Pledge Agreement

                               SUBSIDIARY PLEDGORS




            NAME                                                 ADDRESS
            ----                                                 -------




<PAGE>


                                                              Schedule II to the
                                                                Pledge Agreement


                           EQUITY INTERESTS AND RIGHTS


                       NUMBER OF     REGISTERED     NUMBER AND       PERCENTAGE
PLEDGOR    ISSUER     CERTIFICATE      OWNER      CLASS OF SHARES     OF SHARES
-------    ------     -----------    ----------   ---------------    ----------






                                 DEBT SECURITIES

                      PRINCIPAL
PLEDGOR   ISSUER        AMOUNT          DATE OF NOTE       MATURITY DATE
-------   ------      ---------         ------------       -------------







<PAGE>


                                                                  Annex 1 to the
                                                                Pledge Agreement

                  SUPPLEMENT NO.___ (this "SUPPLEMENT") dated as of _______ to
         the PLEDGE 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 in the Credit
         Agreement referred to below).

         A. Reference is made to (a) the Credit Agreement dated as of July 29,
1999, as amended and restated as of December 16, 1999 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 (the "ARRANGER"), Citicorp, as
administrative agent (in such capacity, the "ADMINISTRATIVE AGENT"), as
Collateral Agent, as swingline lender (in such capacity, the "SWINGLINE LENDER")
and as issuing bank (in such capacity, the "ISSUING BANK") for the Lenders,
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"), among the Guarantors and the Collateral
Agent.

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

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

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

         SECTION 1. In accordance with Section 23 of the Pledge Agreement, the
New Pledgor by its signature below becomes a Pledgor under the Pledge Agreement
with the same force and effect as if originally named therein as a Pledgor and
the New Pledgor hereby agrees (a) to all the terms and provisions of the Pledge
Agreement applicable to it as a Pledgor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Pledgor
thereunder are true and correct on and as of the date hereof. In furtherance of
the foregoing, the New Pledgor, as security for the payment and performance in
full of the Obligations, does hereby create and grant to the Collateral Agent,
its successors and assigns, for the benefit of the Obligees, their successors
and assigns, a security interest in and lien on all of the New Pledgor's right,
title and interest


<PAGE>

in and to the Collateral of the New Pledgor. Each reference to a "Subsidiary
Pledgor" or a "Pledgor" in the Pledge Agreement shall be deemed to include the
New Pledgor. The Pledge Agreement is hereby incorporated herein by reference.

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

         SECTION 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 Pledgor and the Collateral Agent.
Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement.

         SECTION 4. The New Pledgor hereby represents and warrants that set
forth on Schedule I attached hereto is a true and correct schedule of all its
Pledged Securities.

         SECTION 5. Except as expressly supplemented hereby, the Pledge
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,
neither party hereto shall be required to comply with such provision for so long
as such provision is held to be invalid, illegal or unenforceable, but the
validity, legality and enforceability of the remaining provisions contained
herein and in the Pledge Agreement shall not in any way be affected or impaired.
The parties hereto shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

         SECTION 8. All communications and notices hereunder shall be in writing
and given as provided in Section 15 of the Pledge Agreement. All communications
and notices hereunder to the New Pledgor shall be given to it in care of the
Borrower.

         SECTION 9. The New Pledgor agrees to reimburse the Collateral Agent for
its reasonable out-of-pocket expenses in connection with this Supplement,
including the reasonable fees, other charges and disbursements of counsel for
the Collateral Agent.



                                        2
<PAGE>



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




                                    [Name of New Pledgor],

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





                                    CITICORP USA, INC., as Collateral Agent,

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



                                       3

<PAGE>








                                                                   Schedule I to
                                                                  Supplement No.
                                                         to the Pledge Agreement

                      PLEDGED SECURITIES OF THE NEW PLEDGOR


                           EQUITY INTERESTS AND RIGHTS




                 NUMBER OF       REGISTERED     NUMBER AND         PERCENTAGE OF
     ISSUER      CERTIFICATE     OWNER          CLASS OF SHARES    SHARES
     ------      -----------     ----------     ---------------    -------------







                                 DEBT SECURITIES






                 PRINCIPAL
ISSUER           AMOUNT              DATE OF NOTE          MATURITY DATE
------           ---------           ------------          -------------