JON F. CHAIT FORM 



HUDSON HIGHLAND GROUP,
INC. 
STOCK OPTION AGREEMENT  



        STOCK
OPTION AGREEMENT (“Agreement”) made as of the [DAY]th day of [MONTH],
[YEAR], by and between HUDSON HIGHLAND GROUP, INC., a Delaware corporation (the
“Company”) and JON F. CHAIT (the “Optionee”). 



W I T N E S S E T H: 



        WHEREAS,
pursuant to the Hudson Highland Group, Inc. Long Term Incentive Plan (the
“Plan”), the Company desires to grant to the Optionee and the Optionee desires
to accept an option to purchase shares of common stock, $.001 par value, of the Company
(the “Common Stock”) upon the terms and conditions set forth in this Agreement. 



        NOW,
THEREFORE, the parties hereto agree as follows: 



        1.    Grant.
Subject to the terms and conditions set forth herein, the Company           hereby grants
to the Optionee an option to purchase up to [OPTIONS] shares of           Common Stock at
a purchase price per share of $[PRICE]. This option is intended           to be treated
as an option that does not qualify as an incentive stock option           within the
meaning of Section 422 of the Internal Revenue Code of 1986, as           amended.  




        2.    Vesting.
Except as specifically provided otherwise herein, the option           will vest and
become exercisable, if at all, in accordance with the following           schedule based
upon the number of full years of the Optionee’s continuous           employment with
the Company or an affiliate (as defined below) of the Company           following the
date of this Agreement. As used in this Agreement, the term           “affiliate” means
an affiliate of the Company within the meaning of           Rule 405 under the Securities
Act of 1933, as amended.  







	Full Years of Continuous 
Employment
	Incremental 
Percentage of

Option 
Exercisable
	Cumulative 
Percentage of

Option 
Exercisable

	Less than	1	___%	___%
		1	___%	___%
		2	___%	___%
		3	___%	___%
		[4]	___%	___%







If any fractional shares would result
from the strict application of the incremental percentages set forth above, then the
actual number of shares vesting on any specific date will cover only the full number of
shares determined by rounding the number of shares to be issued from the strict
application of the incremental percentages set forth above to the nearest whole number.
Unless sooner terminated, the option will expire on the tenth anniversary of the date
hereof. 












        3.    Exercise.
Any portion of the option which has vested and is exercisable           may be exercised
in whole or in part by delivering to the Executive Vice           President, Human
Resources of the Company at its corporate headquarters in New           York, New York
(a) a written notice specifying (1) the number of shares to be           purchased, (2)
the date of this Agreement and the specific number of shares           referred to in
Section 1 of this Agreement, (3) the Optionee’s home address           and, if the
Optionee has one, the Optionee’s social security or U.S.           taxpayer
identification number and (4) delivery instructions with respect to the           shares
of Common Stock issuable upon exercise, and (b) cash payment in full of           the
exercise price, together with the amount, if any, deemed necessary by the
          Company to enable it to satisfy any federal, foreign or other tax withholding
          obligations with respect to the exercise (unless other arrangements acceptable
          to the Company in its sole discretion have been made). The Company may from
time           to time change (or provide alternatives to) the method of exercise of the
option           granted hereunder by notice to the Optionee, it being understood that
from and           after such notice the Optionee will be bound by the method (or
alternatives)           specified in any such notice. The Company (in its sole and
absolute discretion)           may permit all or part of the exercise price to be paid
with shares of Common           Stock which have been owned by the Optionee for at least
six months, or in           installments (together with interest) evidenced by the
Optionee’s secured           promissory note.  




        4.    Issuance
of Shares. No shares of Common Stock shall be sold or delivered           hereunder
until full payment for such shares has been made. The Optionee shall           have no
rights as a stockholder with respect to any shares covered by the option           until
a stock certificate for such shares is issued to the Optionee. Except as
          otherwise provided herein, no adjustment shall be made for dividends or
          distributions of other rights for which the record date is prior to the date
          such stock certificate is issued.  




        5.    No
Assignment of Option. This option is not assignable or transferable           except
upon the Optionee’s death to a beneficiary designated by the           Optionee in a
written beneficiary designation filed with the Company or, if no           duly
designated beneficiary shall survive the Optionee, pursuant to the           Optionee’s
will and/or by the laws of descent and distribution, and is           exercisable during
the Optionee’s lifetime only by the Optionee or the           Optionee’s
guardian or legal representative. Notwithstanding the foregoing,           this option
may be transferred, in whole or in part, to (a) the spouse, children           or
grandchildren (the “Immediate Family Members”) of the Optionee, (b)           a
trust established for the principal benefit of the Optionee’s Immediate
          Family Members, (c) a partnership in which the Optionee’s Immediate Family
          Members are the only partners, or (d) the former spouse of the Optionee as
          required by a domestic relations order incident to a divorce. The Optionee may
          not receive consideration for such transfer. The Optionee must notify the
          Company of any transfers and any subsequent transfers must be approved by the
          Company. Following transfer, this option shall continue to be subject to the
          same terms and conditions as were applicable immediately before the transfer,
          except that the transferee shall have the right to exercise the option upon the
          terms and conditions described herein.  




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        6.    Termination
of Employment for Cause. If the Optionee’s employment or           service is
terminated by the Company or its affiliates for cause (as defined           below), or at
a time when grounds for a termination for cause exist, then any           option held by
the Optionee, whether or not otherwise exercisable on the           termination date,
shall immediately terminate and cease to be exercisable. For           purposes hereof,
the term “cause” means (a) in the case where there is           no employment,
consulting or similar service agreement between the participant           and the Company
or its affiliates or where such an agreement exists but does not           define “cause” (or
words of like import), a termination classified by           the Company or its
affiliates, in their sole discretion, as a termination due to           the participant’s
dishonesty, fraud, insubordination, willful misconduct,           refusal to perform
services or materially unsatisfactory performance of duties,           or (b) in the case
where there is an employment, consulting or similar service           agreement between
the participant and the Company or its affiliates that defines           “cause” (or
words of like import), a termination that is or would be           deemed for “cause” (or
words of like import) as classified by the           Company or its affiliates, in their
sole discretion, under such agreement.  




        7.    Other
Termination of Employment. If the Optionee ceases to be employed by           the
Company or any of its affiliates for any reason other than death or for           cause
(as defined in Section 6), then, unless sooner terminated, that portion of           the
option which is exercisable on the date of the Optionee’s termination           of
employment will remain exercisable for a period of six months after such date
          (one year in the case of an Optionee whose employment terminates by reason of
          disability (as defined below)) but in no event after the expiration of the
          option in accordance with Section 2, and the remaining portion of the option
          will automatically expire on such date. If the Optionee’s employment
          terminates by reason of the Optionee’s death, then, unless sooner
          terminated, the option will become fully vested (to the extent it was not
vested           on the date of death) and will remain exercisable by the Optionee’s
          beneficiary for a period of one year after the date of the Optionee’s
death           but in no event after the expiration of the option in accordance with
Section 2.           Any vested option which is not exercised within the applicable six
month or           one-year period following termination of employment will automatically
expire.           For purposes hereof, the term “disability” means the
inability of the           Optionee to perform the customary duties of the Optionee’s
employment with           the Company or an affiliate of the Company by reason of a
physical or mental           incapacity which is expected to result in death or be of
indefinite duration as           determined by the Committee (as defined in the Plan).  




        8.    Securities
Law Restrictions. Notwithstanding anything herein to the           contrary, the
option shall in no event be exercisable and shares shall not be           issued
hereunder if, in the opinion of counsel to the Company, such exercise           and/or
issuance may result in a violation of federal or state securities laws or           the
securities laws of any other relevant jurisdiction.  




        9.    Capital
and Corporate Changes.  




            (a)    Adjustments
Upon Changes in Capitalization. The number and class of           shares covered by
this option and, if applicable, the exercise price per share           shall be adjusted
proportionately or as otherwise appropriate to reflect any           increase or decrease
in the number of issued shares of Common Stock resulting           from a split-up or
consolidation of shares or any like capital adjustment, or           the payment of any
stock dividend, and/or to reflect a change in the character           or class of shares
covered by the Plan arising from a readjustment or           recapitalization of the
Company’s capital stock.  




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            (b)    Change
in Control. Effective upon a Change in Control (as defined below),           the
option will fully vest and will immediately become exercisable. If, in
          connection with a Change in Control, the stockholders of the Company will
          receive capital stock of another corporation (“Exchange Stock”) in
          exchange for their shares of Common Stock (whether or not such Exchange Stock
is           the sole consideration), and if the Board of Directors of the Company so
          directs, then this option will be converted into an option to purchase shares
of           Exchange Stock; provided that such conversion shall not effect the
          exercisability of the option pursuant to the foregoing sentence. The number of
          shares and exercise price under the converted option will be determined by
          adjusting the number of shares and exercise price under this option on the same
          basis as the determination of the number of shares of Exchange Stock the
holders           of Common Stock will receive in connection with the Change in Control.  




            (c)    Definition
of Change in Control. For purposes hereof, a “Change in           Control” shall
be deemed to occur on the first to occur of any one of the           following events:
(a) the consummation of a consolidation, merger, share           exchange or
reorganization involving the Company, unless such consolidation,           merger, share
exchange or reorganization is a “Non-Control           Transaction” (as defined
below); (b) the stockholders of the Company           approve a plan of complete
liquidation or dissolution of the Company or an           agreement for the sale or
disposition by the Company of all, or substantially           all, of the assets of the
Company (in one transaction or a series of related           transactions within any
period of 24 consecutive months), other than a sale or           disposition by the
Company of all, or substantially all, of the Company’s           assets to an entity
at least 75% of the combined voting power of the voting           securities of which are
owned by stockholders of the Company in substantially           the same proportions as
their ownership of the Company immediately prior to such           sale; (c) any person
(as such term is used in Section 13(d) and 14(d)(2) of the           Securities Exchange
Act of 1934, as amended (the “Exchange Act”))           (other than (1) the
Company, (2) any subsidiary of the Company, (3) a trustee or           other fiduciary
holding securities under any employee benefit plan (or any trust           forming a part
thereof) maintained by the Company or any subsidiary or (4) a           corporation
owned, directly or indirectly, by the stockholders of the Company in
          substantially the same proportions as their ownership of stock in the Company)
          is or becomes the beneficial owner (within the meaning of Rule 13d-3 under the
          Exchange Act), directly or indirectly, of securities of the Company (not
          including in the securities beneficially owned by such person any securities
          acquired directly from the Company after the date hereof pursuant to express
          authorization by the Board that refers to this exception) representing more
than           20% of the then outstanding shares of Common Stock or the combined voting
power           of the Company’s then outstanding voting securities; or (d) the
following           individuals cease for any reason to constitute a majority of the
number of           directors then serving: individuals who, as of the date hereof,
constitute the           entire Board of Directors of the Company (the “Board”)
and any new           director (other than a director whose initial assumption of office
is in           connection with an actual or threatened election contest) whose
appointment or           election by the Board or nomination for election by the Company’s
          stockholders was approved or recommended by a vote of at least two-thirds of
the           directors then still in office who either were directors on the date hereof
or           whose appointment, election or nomination for election was previously so
          approved or recommended. Notwithstanding the foregoing, no “Change in
          Control” shall be deemed to have occurred if there is consummated any
          transaction or series of integrated transactions immediately following which
the           record holders of the Common Stock immediately prior to such transaction or
          series of transactions continue to have substantially the same proportionate
          ownership in an entity that owns all or substantially all of the assets or
          voting securities of the Company immediately following such transaction or
          series of transactions. A “Non-Control Transaction” shall mean a
          consolidation, merger, share exchange or reorganization of the Company where
(a)           the stockholders of the Company immediately before such consolidation,
merger,           share exchange or reorganization beneficially own, directly or
indirectly, more           than 50% of the then outstanding shares of common stock and
the combined voting           power of the outstanding voting securities of the
corporation resulting from           such consolidation, merger, share exchange or
reorganization (the           “Surviving Corporation”); (b) the individuals who
were members of the           Board immediately prior to the execution of the agreement
providing for such           consolidation, merger, share exchange or reorganization
constitute at least 50%           of the members of the board of directors of the
Surviving Corporation; and (c)           no person (other than (1) the Company, (2) any
subsidiary of the Company or (3)           any employee benefit plan (or any trust
forming a part thereof) maintained by           the Company, the Surviving Corporation or
any subsidiary) is or becomes the           beneficial owner, directly or indirectly, of
securities of the Company (not           including in the securities beneficially owned
by such person any securities           acquired directly from the Company after the date
hereof pursuant to express           authorization by the Board that refers to this
exception) representing more than           20% of the then outstanding shares of the
common stock of the Surviving           Corporation or the combined voting power of the
Surviving Corporation’s           then outstanding voting securities.  




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            (d)    Fractional
Shares. In the event of any adjustment in the number of shares           covered by
this option pursuant to the provisions hereof, any fractional shares           resulting
from such adjustment will be disregarded, and the option, as adjusted,           will
cover only the number of full shares resulting from the adjustment.  




            (e)    Determination
of the Board to be Final. All adjustments under this           Section shall be made
by the Board, and its determination as to what adjustments           shall be made, and
the extent thereof, shall be final, binding and conclusive.  




        10.    No
Employment Rights. Nothing in this Agreement shall give the Optionee           any
right to continue in the employment of the Company or any affiliate of the
          Company, or interfere in any way with the right of the Company or any affiliate
          of the Company to terminate the employment of the Optionee.  




        11.    Plan
Provisions. The provisions of the Plan shall govern if and to the           extent
that there are inconsistencies between those provisions and the           provisions
hereof. The Optionee acknowledges receipt of a copy of the Plan prior           to the
execution of this Agreement.  




        12.    Administration.
The Committee will have full power and authority to           interpret and apply the
provisions of this Agreement and act on behalf of the           Company and the Board in
connection with this Agreement, and the decision of the           Committee as to any
matter arising under this Agreement shall be binding and           conclusive as to all
persons.  




        13.    Employee
Handbook and Arbitration Agreements. As a material inducement to           the
Company to grant this option and to enter into this Agreement, the Optionee
          hereby expressly agrees to (a) comply with and abide by the terms and
conditions           of, and rules relating to, such Optionee’s employment with the
Company or           an affiliate set forth in the applicable employee handbook and (b)
be bound by           the terms and provisions of any arbitration or similar agreement to
which the           Optionee is or becomes a party with the Company or an affiliate.  




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        14.    Confidentiality,
Non-Solicitation and Work Product Assignment. As a           material inducement to
the Company to grant this option and enter into this           Agreement, the Optionee
hereby expressly agrees to be bound by the following           covenants, terms and
conditions:  




            (a)    Definition.
“Confidential Information” consists of all           information or data
relating to the business of the Company, including but not           limited to, business
and financial information; new product development and           technological data;
personnel information and the identities of employees; the           identities of
clients and suppliers and prospective clients and suppliers;           client lists and
potential client lists; development, expansion and business           strategies, plans
and techniques; computer programs, devices, methods,           techniques, processes and
inventions; research and development activities; trade           secrets as defined by
applicable law and other materials (whether in written,           graphic, audio, visual,
electronic or other media, including computer software)           developed by or on
behalf of the Company which is not generally known to the           public, which the
Company has and will take precautions to maintain as           confidential, and which
derives at least a portion of its value to the Company           from its
confidentiality. Additionally, Confidential Information includes           information of
any third party doing business with the Company (actively or           prospectively)
that the Company or such third party identifies as being           confidential.
Confidential Information does not include any information that is           in the public
domain or otherwise publicly available (other than as a result of           a wrongful
act by the Optionee or an agent or other employee of the Company).           For purposes
of this Section 14, the term “the Company” also refers to           each of its
officers, directors, employees and agents, all subsidiary and           affiliated
entities, all benefit plans and benefit plans’ sponsors and
          administrators, fiduciaries, affiliates, and all successors and assigns of any
          of them.  




            (b)    Agreement
to Maintain the Confidentiality of Confidential Information.           The Optionee
acknowledges that, as a result of his/her employment by the           Company, he/she
will have access to such Confidential Information and to           additional
Confidential Information which may be developed in the future. The           Optionee
acknowledges that all Confidential Information is the exclusive           property of the
Company, or in the case of Confidential Information of a third           party, of such
third party. The Optionee agrees to hold all Confidential           Information in trust
for the benefit of the owner of such Confidential           Information. The Optionee
further agrees that he/she will use Confidential           Information for the sole
purpose of performing his/her work for the Company, and           that during his/her
employment with the Company, and at all times after the           termination of that
employment for any reason, the Optionee will not use for           his/her benefit, or
the benefit of others, or divulge or convey to any third           party any Confidential
Information obtained by the Optionee during his/her           employment by the Company,
unless it is pursuant to the Company’s prior           written permission.  




            (c)    Return
of Property. The Optionee acknowledges that he/she has not           acquired and
will not acquire any right, title or interest in any Confidential           Information
or any portion thereof. The Optionee agrees that upon termination of           his/her
employment for any reason, he/she will deliver to the Company           immediately, but
in no event later that the last day of his/her employment, all           documents, data,
computer programs and all other materials, and all copies           thereof, that were
obtained or made by the Optionee during his/her employment           with the Company,
which contain or relate to Confidential Information and will           destroy all
electronically stored versions of the foregoing.  





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            (d)    Disclosure
and Assignment of Inventions and Creative Works. The Optionee           agrees to
promptly disclose in writing to the Company all inventions, ideas,           discoveries,
developments, improvements and innovations (collectively           “Inventions”),
whether or not patentable and all copyrightable works,           including but limited to
computer software designs and programs (“Creative           Works”) conceived,
made or developed by the Optionee, whether solely or           together with others,
during the period the Optionee is employed by the Company.           The Optionee agrees
that all Inventions and all Creative Works, whether or not           conceived or made
during working hours, that: (1) relate directly to the           business of the Company
or its actual or demonstrably anticipated research or           development, or (2)
result from the Optionee’s work for the Company, or (3)           involve the use of
any equipment, supplies, facilities, Confidential           Information, or time of the
Company, are the exclusive property of the Company.           The Optionee hereby assigns
and agrees to assign all right, title and interest           in and to all such
Inventions and Creative Works to the Company. The Optionee           understands that
he/she is not required to assign to the Company any Invention           or Creative Work
for which no equipment, supplies, facilities, Confidential           Information or time
of the Company was used, unless such Invention or Creative           Work relates
directly to the Company’s business or actual or demonstrably           anticipated
research and development, or results from any work performed by the           Optionee
for the Company.  




            (e)    Non-Solicitation
of Clients. During the period of the Optionee’s           employment with the
Company and for a period of one year from the date of           termination of such
employment for any reason, the Optionee agrees that he/she           will not, directly
or indirectly, for the Optionee’s benefit or on behalf           of any person,
corporation, partnership or entity whatsoever, call on, solicit,           perform
services for, interfere with or endeavor to entice away from the Company           any
client to whom the Company provides services at any time during the 12 month
          period proceeding the date of termination of the Optionee’s employment
with           the Company, or any prospective client to whom the Company had made a
          presentation at any time during the 12 month period preceding the date of
          termination of the Optionee’s employment with the Company.  




            (f)    Non-Solicitation
of Employees. For a period of one year after the date of           termination of the
Optionee’s employment with the Company for any reason,           the Optionee agrees
that he/she will not, directly or indirectly, hire, attempt           to hire, solicit
for employment or encourage the departure of any employee of           the Company, to
leave employment with the Company, or any individual who was           employed by the
Company as of the last day of the Optionee’s employment           with the Company.  




            (g)    Enforcement.
If, at the time of enforcement of this Section 14, a court           holds that any of
the restrictions stated herein are unreasonable under           circumstances then
existing, the parties hereto agree that the maximum period,           scope or
geographical area deemed reasonable under such circumstances will be
          substituted for the stated period, scope or area as contained in this Section
          14. Because money damages would be an inadequate remedy for any breach of the
          Optionee’s obligations under this Agreement, in the event the Optionee
          breaches or threatens to breach this Section 14, the Company, or any successors
          or assigns, may, in addition to other rights and remedies existing in its
favor,           apply to any court of competent jurisdiction for specific performance,
or           injunctive or other equitable relief in order to enforce or prevent any
          violations of this Section 14.  





7 









            (h)    Miscellaneous.
The Optionee acknowledges and agrees that the provisions           of this Section 14 are
in addition to, and not in lieu of, any confidentiality,           non-solicitation, work
product assignment and/or similar obligations that the           Optionee may have with
respect to the Company and/or its affiliates, whether by           agreement, fiduciary
obligation or otherwise and that the grant and           exercisability of the option
contemplated by this Agreement are expressly made           contingent on the Optionee’s
compliance with the provisions of this Section           14. Without in any way limiting
the provisions of this Section 14, the Optionee           further acknowledges and agrees
that the provisions of this Section 14 shall           remain applicable in accordance
with their terms after the Optionee’s           termination of employment with the
Company, regardless of whether (1) the           Optionee’s termination or cessation
of employment is voluntary or           involuntary, (2) the Optionee has exercised the
option in whole or in part or           (3) the option has not or will not vest.  




            15.    Binding
Effect; Headings. This Agreement shall be binding upon and shall           inure to
the benefit of the parties hereto and their respective successors and           permitted
assigns. The subject headings of Sections of this Agreement are           included for
the purpose of convenience only and shall not affect the           construction or
interpretation of any of its provisions. All references in this           Agreement to
“$” or “dollars” are to United States dollars.  




            16.    Applicable
Law. This Agreement shall be governed by and construed in           accordance with
the laws of the State of Delaware. This Agreement constitutes           the entire
agreement between the parties with respect to the subject matter           hereof and
controls and supersedes any prior understandings, agreements or           representations
by or between the parties, written or oral with respect to its           subject matter
and may not be modified except by written instrument executed by           the parties.
The Optionee has not relied on any representation not set forth in           this
Agreement.  











8 









        IN
WITNESS WHEREOF, this Agreement has been executed as of the date first above written. 



		HUDSON HIGHLAND GROUP, INC.
	

 	By:______________________________________
		      Name:
		      Title:
	

 	______________________________________
		Optionee - Signature
	

 	______________________________________
		Optionee - Print Name















9