AMENDMENT NUMBER 5 
TO 
AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT 



        THIS
AMENDMENT NUMBER 5 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
“Amendment”), dated as of March 21, 2005, is entered into by HUDSON HIGHLAND
GROUP, INC., a Delaware corporation (“Parent”), and each of Parent’s
Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with
Parent, are referred to hereinafter each individually as a “Borrower”, and
individually and collectively, jointly and severally, as “Borrowers”), WELLS
FARGO FOOTHILL, INC. (formerly known as FOOTHILL CAPITAL CORPORATION), a California
corporation, as the arranger and administrative agent for the Lenders (“Agent”),
and the lenders identified on the signature pages hereof (such lenders, together with
their respective successors and assigns, are referred to hereinafter each individually as
a “Lender” and collectively as the “Lenders”), in light of the
following: 



W I T N E S S E T H 



        WHEREAS,
Borrowers, Agent and Lenders are parties to that certain Amended and Restated Loan and
Security Agreement, dated as of June 25, 2003 (as amended, restated, supplemented, or
modified from time to time, the “Loan Agreement”); and 



        WHEREAS,
Borrowers have requested that the Loan Agreement and the other Loan Documents be amended
to modify certain terms more fully set forth hereinbelow; and 



        WHEREAS,
subject to the satisfaction of the conditions set forth herein, Agent and Lenders are
willing to so consent to the amendment of the Loan Agreement on the terms set forth
herein. 



        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows: 



     1.    
           DEFINITIONS Capitalized terms used herein and not
          otherwise defined herein shall have the meanings ascribed to them in the Loan
          Agreement, as amended hereby. 



     2.    
           AMENDMENTS TO LOAN AGREEMENT 



    (a)       Section
7.20(a)(i) of the Loan Agreement is hereby amended and restated           in its
entirety as follows:  



		    (a)                 Fail
to maintain:  







          		    (i)       
               Minimum Adjusted EBITDA. Adjusted EBITDA, measured on a month-end or
               quarter-end basis as set forth below, of not less than the required amount set
               forth in the following table (in thousands) for the applicable month set forth
               opposite thereto; 



               












	

	Applicable Amount

2003
	Applicable Amount

2004
	Applicable Amount

2005
	Applicable

Month

	NA 	($44,000)	($4,000)	January
	

	NA 	($50,000)	($2,000)	February
	

	NA 	($48,500)	$4,500	March
	

	($7,425)	($47,000)	$5,000	April
	

	($11,547)	($45,000)	$5,000	May
	

	($11,000)	($35,500)	$5,000	June
	

	($21,720)	($31,000)	$6,000	July
	

	($28,519)	($27,500)	$6,000	August
	

	($25,121)	($25,500)	$6,000	September
	

	($28,721)	($19,000)	$6,000	October
	

	($30,990)	($11,000)	$6,000	November
	

	($33,554)	  ($8,000)	$6,000	December
	









	 	
Adjusted
EBITDA shall be determined: (a) from the Closing Date until the date of determination for
the first twelve calendar months occurring after the Closing Date, on a trailing basis
for the number of full calendar months elapsed since the Closing Date, and (b) thereafter
on a trailing twelve-month basis. Prior to the first month-end occurring on or after the
Activation Date, Adjusted EBITDA shall be measured (x) on a month-end basis at all times
that the Account Report Base is less than $20,000,000 and (y) on a quarter-end basis at
all other times. From and after the first month-end occurring on or after the Activation
Date, Adjusted EBITDA shall be measured (x) on a month-end basis at all times that the
Account Report Base is less than $30,000,000 and (y) on a quarter-end basis at all other
times. Agent shall establish required minimum amounts for periods ending after December
31, 2005 on such basis as Agent may determine in its Permitted Discretion, consistent
with methods employed to establish minimum amounts for prior periods, but in no event
shall required minimum Adjusted EBITDA amounts for such later periods be less than the
amounts set forth above for corresponding periods in 2005.  






    (b)        Section
7.20(b)(i) of the Loan Agreement is hereby amended and restated in its
               entirety as follows:  



		    (i)        Capital
Expenditures. Capital expenditures in any fiscal year in excess                of (w)
$8,800,000 for Borrowers’ fiscal 2003, (x) $11,000,000 for                Borrowers’ fiscal
2004, (y) $13,000,000 for Borrowers’ fiscal 2005,                and (z) such
required maximum amounts for fiscal years occurring after                Borrowers’ fiscal
2005 as Agent may determine in its Permitted Discretion,                consistent with
methods employed to establish maximum amounts for prior fiscal                years. So
long as, as of the end of any fiscal year of Borrowers, no Event of
               Default then exists or has occurred and is continuing, the amount of
capital                expenditures permitted in such fiscal year which remains unused
may be added to                the permitted amount of capital expenditures in the
immediately following fiscal                year.” 








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3.     CONDITIONS
PRECEDENT TO THIS AMENDMENT 



The satisfaction of each of the
following shall constitute conditions precedent to the effectiveness of this Amendment and
each and every provision hereof: 



    (a)                 The
representations and warranties in the Loan Agreement and the other Loan
          Documents, shall be true and correct in all respects on and as of the date
          hereof, as though made on such date (except to the extent that such
          representations and warranties relate solely to an earlier date);  



    (b)                 No
Default or Event of Default shall have occurred and be continuing on the date
          hereof after giving effect to this Amendment; and  



    (c)                 Agent
shall have received, in form and content satisfactory to Agent, fully           executed
copy of this Amendment No. 5.  



     4.    
           COVENANTS AND WAIVER.(a) Agent shall receive the
          reaffirmation and consent of each Guarantor, in the form of Exhibit A
          attached hereto, duly executed and delivered by an authorized official of
          such Guarantor, on or before April 30, 2005 with respect to all Guarantors. It
          is expressly acknowledged and agreed that the failure to deliver to Agent each
          fully executed reaffirmation and consent required by this Section on or before
          the applicable date set forth above, shall constitute an Event of Default under
          the Loan Agreement. 



         (b)       
          Agent shall receive an updated Consolidation Plan from the Parent on or before
          April 30, 2005. In anticipation of the receipt of such updated
          Consolidation Plan, Agent and Lenders hereby waive any Default or Event of
          Default that may exist as a result of any failure of the Borrowers to cause the
          Consolidation Plan in the form previously supplied to Agent to be consummated
          according to the time schedule set forth therein or in Section 6.17 of the Loan
          Agreement and agree that the Borrowers’ obligations going forward to
          consummate the Consolidation Plan shall be on the time schedule set forth in
          such updated Consolidation Plan, as it may in the future be further updated to
          the reasonable satisfaction of Agent. 



     5.    
           CONSTRUCTION. THIS AMENDMENT SHALL BE GOVERNED BY, AND
          CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO
          CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK. 



     6.    
           ENTIRE AMENDMENT; EFFECT OF AMENDMENT. This Amendment, and
          the terms and provisions hereof, constitute the entire agreement among the
          parties pertaining to the subject matter hereof and supersede any and all prior
          or contemporaneous amendments relating to the subject matter hereof. Except for
          the amendments to the Loan Agreement expressly set forth in
          Section 2 hereof, the Loan Agreement and other Loan Documents shall
          remain unchanged and in full force and effect. To the extent any terms or
          provisions of this Amendment conflict with those of the Loan Agreement or other
          Loan Documents, the terms and provisions of this Amendment shall control. This
          Amendment is a Loan Document. 




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     7.    
           COUNTERPARTS; TELEFACSIMILE EXECUTION. This Amendment may be
          executed in any number of counterparts, all of which taken together shall
          constitute one and the same instrument and any of the parties hereto may execute
          this Amendment by signing any such counterpart. Delivery of an executed
          counterpart of this Amendment by telefacsimile shall be equally as effective as
          delivery of an original executed counterpart of this Amendment. Any party
          delivering an executed counterpart of this Amendment by telefacsimile also shall
          promptly deliver an original executed counterpart of this Amendment, but the
          failure to deliver an original executed counterpart shall not affect the
          validity, enforceability, and binding effect of this Amendment. 



     8.    
           MISCELLANEOUS 



    (a)            Upon
the effectiveness of this Amendment, each reference in the Loan Agreement           to
“this Agreement”, “hereunder”, “herein”,           “hereof” or
words of like import referring to the Loan Agreement shall           mean and refer to
the Loan Agreement as heretofore amended and as further           amended by this
Amendment.  



    (b)            Upon
the effectiveness of this Amendment, each reference in the Loan Documents           to
the “Loan Agreement”, “thereunder”, “therein”,
          “thereof” or words of like import referring to the Loan Agreement
          shall mean and refer to the Loan Agreement as heretofore amended and as further
          amended by this Amendment.  



[SIGNATURE PAGES FOLLOW] 





















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        IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of
the date first written above. 



		HUDSON HIGHLAND GROUP, INC.,
		as Parent and a Borrower
	
 	By:  /s/ Steve B. London
		Title:  Authorized Representative
	

 	HUDSON GLOBAL RESOURCES AMERICA, INC., fka HUDSON HIGHLAND GROUP GLOBAL
		RESOURCES AMERICA, INC.,
		as a Borrower
	
 	By:  /s/ Steve B. London
		Title:  Authorized Representative
	

 	HUDSON GLOBAL RESOURCES HOLDINGS, INC., fka HUDSON HIGHLAND GROUP GLOBAL
		RESOURCES HOLDINGS, INC., as a Borrower
	
 	By:  /s/ Steve B. London
		Title:  Authorized Representative
	

 	HUDSON GLOBAL RESOURCES MANAGEMENT, INC., fka HUDSON HIGHLAND GROUP GLOBAL
		RESOURCES MANAGEMENT, INC., as a Borrower
	
 	By:  /s/ Steve B. London
		Title:  Authorized Representative
	

 	HUDSON GLOBAL RESOURCES LIMITED,
		as a Borrower
	
 	By:  /s/ Steve B. London
		Title:  Authorized Representative









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 	HIGHLAND PARTNERS LIMITED, as a Borrower
	
 	By:  /s/ Steve B. London
		Title:  Authorized Representative
	

 	HUDSON GLOBAL RESOURCES (AUST) PTY LTD., as a Borrower
	
 	By:  /s/ Steve B. London
		Title:  Authorized Representative
	

 	HUDSON TRADE & INDUSTRIAL SERVICES PTY LTD., as a Borrower
	
 	By:  /s/ Steve B. London
		Title:  Authorized Representative
		HUDSON TRADE & INDUSTRIAL SOLUTIONS PTY LTD., as a Borrower
	
 	By:  /s/ Steve B. London
		Title:  Authorized Representative
	

 	HUDSON GLOBAL RESOURCES (NEWCASTLE) PTY LTD., as a Borrower
	
 	By:  /s/ Steve B. London
		Title:  Authorized Representative
	

 	HIGHLAND PARTNERS (AUST) PTY LTD., as a Borrower
	
 	By:  /s/ Steve B. London
		Title:  Authorized Representative









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 	HUDSON HIGHLAND GROUP SEARCH, INC., as a Borrower
	
 	By:  /s/ Steve B. London
		Title:  Authorized Representative
	

 	JAMES BOTRIE AND ASSOCIATES INC., as a Borrower
	
 	By:  /s/ Steve B. London
		Title:  Authorized Representative
	

 	HIGHLAND PARTNERS CO (CANADA), fka 3057313 NOVA SCOTIA COMPANY, as a Borrower
	
 	By:  /s/ Steve B. London
		Title:  Authorized Representative
	

 	HUDSON PAYROLL SERVICES, LIMITED, as a Borrower
	
 	By:  /s/ Steve B. London
		Title:  Authorized Representative


















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 	WELLS FARGO FOOTHILL, INC.,
		as Agent and as a Lender
	
 	By:  /s/ John T. Leonard
		Title:  Vice President
	

 	THE CIT GROUP/BUSINESS CREDIT, INC.
		as a Lender
	
 	By:  /s/ Jeannette Behm
		Title:  Vice President























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