AMENDMENT NUMBER 2
TO
AND CONSENT UNDER 
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT



        THIS
AMENDMENT NUMBER 2 TO AND CONSENT UNDER AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(this “Amendment”), dated as of December 29, 2003, 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 be amended to modify certain terms more
fully set forth hereinbelow; and 



        WHEREAS,
Borrowers have requested that Agent and Lenders consent to the establishment of and
investment in a certain new Subsidiary by Borrowers; 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 and the establishment of such
Subsidiary; 



        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree to amend the Loan Agreement 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   Section 1.1 of the Loan
          Agreement is hereby amended by amending and restating the following definitions
          in their entirety: 



        “Adjusted
EBITDA” means, with respect to any fiscal period, Parent’s and its
Subsidiaries’ consolidated net earnings (or loss), minus extraordinary gains, plus
(a) interest expense, (b) income taxes, (c) depreciation, (d) amortization, (e)
restructuring charges for the Highland Partners line of business not to exceed $12,000,000
in the aggregate, (f) write-offs of bad debt receivables that (i) relate to receivables
that existed prior to the Spin-Off and (ii) are written off on or before September 30,
2003, (g) expenses (primarily severance and leased property costs) related to the
strategic repositioning of the Hudson European and ANZ businesses not to exceed
$11,000,000 in the aggregate that are expensed during the fourth calendar quarter of 2003,
and (h) write-offs of goodwill taken in accordance with accounting principles for such
period, as determined in accordance with GAAP. 












     3.    
           CONSENT. 



        (a)              At
the request of Borrowers and notwithstanding anything in the Loan Documents           to
the contrary, Lender hereby consents to the establishment of Hudson Global
          Resources HC, LLC, a Delaware limited liability company (“HH HC”), as
          a wholly-owned Subsidiary of Parent and as a Guarantor, provided that,
          promptly upon its establishment HH HC shall execute and deliver to Agent
          appropriate Subsidiary Documents or joinders thereto, together with such
          documents evidencing proper corporate organization, good standing, and
          authorization as were required under Section 3.2 of the Loan Agreement with
          respect to Guarantors as of the Activation Date and any other agreements,
          instruments and documents as Agent may require to record and/or perfect
security           interests in HH HC’s assets.  




        (b)              It
is expressly understood, acknowledged, and agreed that the membership           interests
of HH HC are items of Collateral subject to the applicable provisions           of the
Loan Agreement and the Stock Pledge Agreement. Borrowers hereby agree to
          deliver to Agent promptly such other agreements, instruments and documents as
          Agent may require to record and/or perfect security interests in the membership
          interests of HH HC, including, without limitation, any joinder or amendment to
          the Stock Pledge Agreement as Agent may require and all certificates, if any
          exist, evidencing the membership interests of HH HC together with appropriate
          powers endorsed in blank.  




     4.    
           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)              Agent
shall have received for its own account an amendment fee in the amount of
          $20,000;  




        (b)              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);  




        (c)              No
Default or Event of Default shall have occurred and be continuing on the date
          hereof or as of the date of the effectiveness of this Amendment; and  




        (d)              No
injunction, writ, restraining order, or other order of any nature           prohibiting,
directly or indirectly, the consummation of the transactions           contemplated
herein shall have been issued and remain in force by any           Governmental Authority
against any Borrower, any Guarantor, Agent, or any           Lender.  





2 









     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. 



     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
          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 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 amended by this Amendment.  





[SIGNATURE PAGES
FOLLOW] 





3 










        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/ Steven B. London
	~	Title: VP Global Treasurer
	

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

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

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

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












	

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

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

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

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

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

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













	

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

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

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

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