Exhibit 4.12
Form 10-K 2001, Amendment No. 1
Headway Corporate Resources, Inc.
File No. 1-16025


                          REGISTRATION RIGHTS AGREEMENT

                                  BY AND AMONG

                       HEADWAY CORPORATE RESOURCES, INC.,

                                       AND

                  EACH OF THE PURCHASERS REFERRED TO HEREIN












                           Dated as of April 17, 2002


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                          REGISTRATION RIGHTS AGREEMENT


     REGISTRATION   RIGHTS   AGREEMENT,   dated  as  of  April  17,  2002,  (the
"Agreement")  by and among FSC  CORPORATION  (an affiliate and designee of FLEET
NATIONAL BANK),  TRANSAMERICA  BUSINESS  CAPITAL  CORPORATION,  CITIZENS BANK OF
MASSACHUSETTS,  WACHOVIA BANK, NATIONAL ASSOCIATION,  and BANK OF AMERICA, N.A.,
and  each  of  its  transferees,   successors  and  assigns   (collectively  the
"Purchasers") and HEADWAY CORPORATE RESOURCES, INC., a Delaware corporation (the
"Company").

     WHEREAS,  pursuant to that certain Credit  Agreement  dated as of March 19,
1998,  by  and  among  the   Purchaser   and  certain   other  parties   thereto
(collectively, the "Lenders") and the Company (the "Original Credit Agreement"),
the  Lenders  extended  the credit  facilities  to the  Company set forth in the
Original Credit Agreement;

     WHEREAS,  in order to induce the Lenders to amend and restate the  Original
Credit  Agreement and enter into the Amended and Restated  Credit  Agreement (as
hereinafter defined),  the Company desires to issue the Warrants (as hereinafter
defined)  and provide for the  registration  of the Common  Stock of the Company
issuable on the exchange, exercise or conversion of the Warrants.

     NOW,  THEREFORE,  in consideration on the foregoing  premises and for other
good and  valuable  consideration,  the adequacy and receipt of which are hereby
acknowledged, the parties hereto hereby agree as follows:

                                   ARTICLE I.
                                  DEFINITIONS

     SECTION  1.1.  Definitions.  The  following  terms shall have the  meanings
ascribed to them below:

     "Amended  and Restated  Credit  Agreement"  means that certain  Amended and
Restated  Credit  Agreement dated as of April 17, 2002 by and among the Company,
Agent and the Lenders.

     "Business Day" means any day other than a day on which banks are authorized
or required to be closed in the State of New York.

     "Commission" means the United States Securities and Exchange Commission, or
any other federal agency at the time administering the Securities Act.

     "Common  Stock"  means the common  stock,  par value  $.0001 per share,  of
Headway Corporate Resources, Inc., as it may exist from time to time.

     "Demand  Registration"  means a Demand  Registration  as defined in Section
2.1.

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     "Exchange  Act" means the Securities  Exchange Act of 1934, as amended,  or
any similar  Federal  statute,  and the rules and  regulations of the Commission
thereunder, all as the same shall be in effect at the time.

     "Event of Default"  means an Event of Default as defined in the Amended and
Restated Credit Agreement.

     "Holder" means any person who now holds or shall hereafter acquire and hold
Registrable Securities.

     "Person" means any  individual,  corporation,  partnership,  joint venture,
association,   joint-stock  company,  trust,   unincorporated   organization  or
government or other agency or political subdivision thereof.

     "Piggy-Back  Registration"  means a Piggy-Back  Registration  as defined in
Section 2.2.

     "Prospectus"  means the prospectus  included in any Registration  Statement
(including  without   limitation,   a  prospectus  that  discloses   information
previously omitted from a prospectus filed as part of an effective  registration
statement in reliance upon Rule 430A  promulgated  under the Securities Act), as
amended or supplemented by any prospectus supplement,  with respect to the terms
of the offering of any portion of the  securities  covered by such  Registration
Statement, and all other amendments and supplements to the prospectus, including
post-effective  amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such prospectus.

     "Records" means the records of the Company as set forth in Section 3.1.

     "Registrable  Securities"  means  the  shares  of  Common  Stock  issued or
issuable  upon  exercise of the  Warrants,  until (i) a  Registration  Statement
covering  such  shares  of  Common  Stock  has been  declared  effective  by the
Commission  and such  shares of Common  Stock have been  disposed of pursuant to
such effective Registration  Statement,  or (ii) such shares of Common Stock are
sold under  circumstances in which all of the applicable  conditions of Rule 144
(or any similar  provisions  then in force) under the Securities Act are met, or
(iii)  such  shares of Common  Stock  have been  otherwise  transferred  and the
Company has delivered a new  certificate or other evidence of ownership for such
Common  Stock not  bearing a  restrictive  legend  and not  subject  to any stop
transfer or similar restrictive order and all of such Common Stock may be resold
by the person receiving such certificate without complying with the registration
requirements of the Securities Act.

     "Registration  Statement" means any  registration  statement of the Company
which covers any of the  Registrable  Securities  pursuant to the  provisions of
this  Agreement,  including the  Prospectus,  amendments and supplements to such
Registration Statement,  including post-effective  amendments,  all exhibits and
all material incorporated by reference in such Registration Statement.

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<PAGE>

     "Required  Holders"  means the  Holders  of a majority  of the  Registrable
Securities.

     "Securities  Act" means the Securities  Act of 1933 or any similar  Federal
statute, and the rules and regulations of the Commission thereunder,  all as the
same shall be in effect at the time.

     "Selling  Holder"  means a Holder  who is  selling  Registrable  Securities
pursuant to a Registration Statement under the Securities Act.

     "Selling  Holders  Counsel"  means the counsel  selected to  represent  the
Selling Holders as set forth in Section 3.1

     "Target Effective Date" means the date a Registration Statement is required
to be declared effective by the Commission as set forth in Section 3.1.

     "Target  Effective  Period"  means the period a  Registration  Statement is
required to be effective as set forth in Section 2.1.

     "Target Filing Date" means the date a Registration Statement is required to
be filed with the Commission as set forth in Section 3.1.

     "Underwriter"  means a  securities  dealer who  purchases  any  Registrable
Securities  as  principal  in an  underwritten  offering and not as part of such
dealer's market-making activities.

     "Warrant"  means any warrant  issued  pursuant to a Common  Stock  Purchase
Warrant  dated as of April __,  2002 by and among  the  Company  and each of the
Purchasers.


ARTICLE II.
                               REGISTRATION RIGHTS

     SECTION 2.1. Demand Registration.

     (a) Request for  Registration.  From time to time any Holder or Holders may
make  written  requests  (individually,  a  "Request")  on the  Company  for the
registration  of the  offer  and sale of the  Registrable  Securities  under the
Securities Act (such  registration  being  hereinafter  referred to as a "Demand
Registration").  The Company shall not effect a Demand  Registration  unless the
Request is made by Holders who,  alone or together with other Holders making the
Request, hold in the aggregate not less than 35% of the outstanding  Registrable
Securities.  Subject to the penultimate  sentence of Section 2.1(b), the Company
shall have no  obligation  to effect  more than four Demand  Registrations.  Any
Request will specify the number of  Registrable  Securities  proposed to be sold
and the intended method(s) of disposition  thereof and shall also state the firm
intent of the Holder to offer Registrable Securities for sale. The Company shall
give written notice of such Request within 10 days after the receipt  thereof to
all other  Holders.  Within 20 days  after  receipt  of such  notice by any such
Holder,  such  Holder  may  request in  writing  that all or any  portion of its
Registrable  Securities  be  included  in such  Registration  Statement  and the

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Company shall include in the Registration Statement for such Demand Registration
the Registrable Securities of all Holders that requested to be so included. Each
such  request by such other  Holders  shall  specify  the number of  Registrable
Securities proposed to be sold and the intended method(s) of disposition thereof
and  shall  also  state  the firm  intent  of the  Holder  to offer  Registrable
Securities for sale.

     (b) Effective Registration.  A registration will not be deemed to have been
effected as a Demand  Registration  unless the Registration  Statement  relating
thereto  has been  declared  effective  by the  Commission  and the  Company has
complied in all material respects with its obligations under this Agreement with
respect thereto;  provided that if, after the Registration  Statement has become
effective,  the offering and/or sale of Registrable  Securities pursuant to such
Registration  Statement is or becomes the subject of any stop order,  injunction
or other order or  requirement of the  Commission or any other  governmental  or
administrative   agency,   or  if   any   court   or   other   governmental   or
quasi-governmental  agency prevents or otherwise limits the offer and/or sale of
the Registrable Securities pursuant to the Registration Statement, other than in
each case  primarily as a result of acts or omissions of the Holder or any agent
thereof,  such registration  will be deemed not to have been effected.  If (i) a
registration  requested  pursuant to this Section 2.1 is deemed not to have been
effected or (ii) the Registration  Statement  relating to a Demand  Registration
requested pursuant to this Section 2.1 does not remain effective for a period of
at least 270 consecutive days beyond the effective date thereof or, with respect
to an underwritten offering of Registrable  Securities,  until 45 days after the
commencement of the  distribution  by the Holders of the Registrable  Securities
included in such  Registration  Statement (such periods being referred to herein
as the  "Target  Effective  Periods"),  then the  Company  shall  continue to be
obligated to effect such Registration  pursuant to this Section 2.1. The Holders
shall be  permitted to withdraw  all or any part of the  Registrable  Securities
from a  Registration  Statement at any time prior to the effective  date of such
Demand  Registration  Statement;  provided that in the event of such withdrawal,
such  Holders  shall be  responsible  for the fees and  expenses  referred to in
Section  3.3(viii)  hereof  incurred by such Holders with respect to such Demand
Registration prior to such withdrawal.

     (c) Selection of Underwriter.  If the Required  Holders  participating in a
Demand  Registration  so elect,  the  offering  of such  Registrable  Securities
pursuant to such  Demand  Registration  shall be in the form of an  underwritten
offering.  The Holders making such Demand Registration shall select,  subject to
the approval of the Company,  which approval will not be unreasonably  withheld,
one or more nationally recognized firms of investment bankers to act as the lead
managing  Underwriter or Underwriters in connection with such offering and shall
select any additional  investment  bankers and managers to be used in connection
with the offering.

     SECTION 2.2. Piggy-Back  Registration.  If at any time the Company proposes
to file a  Registration  Statement  under the  Securities Act with respect to an
offering  by the  Company  for its own  account or for the account of any of its
respective security holders (other than (x) a Registration Statement on Form S-8
(or  any  substitute  form  that  may  be  adopted  by  the  Commission),  (y) a
Registration  Statement on Form S-4 (or any substitute  form that may be adopted
by the Commission);  provided that such Registration  Statement on Form S-4 does

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<PAGE>

not include any securities other than the securities to be issued by the Company
in connection  with a transaction  that is referenced in clauses (1) through (3)
of the General  Instructions A.1. of Form S-4 (as such General  Instructions are
currently  in  effect),  or (z) a  Registration  Statement  pursuant to a Demand
Registration  pursuant  to Section  2.1),  then the Company  shall give  written
notice of such proposed filing to the Holders as soon as practicable  (but in no
event less than 30 days before the  anticipated  filing  date),  and such notice
shall offer such Holders the  opportunity to register such number of Registrable
Securities  as each such Holder may request  (which  request  shall  specify the
Registrable  Securities  intended  to be  disposed  of by  such  Holder  and the
intended method(s) of distribution  thereof and shall also state the firm intent
of  the  Holder  to  offer  Registrable  Securities  for  sale)  (a  "Piggy-Back
Registration").  The  Company  shall  use all  reasonable  efforts  to cause the
managing  Underwriter or  Underwriters  of a proposed  underwritten  offering to
permit the  Registrable  Securities  requested  to be included  in a  Piggy-Back
Registration  to be  included  on the same terms and  conditions  as any similar
securities of the Company or any other security holder  included  therein and to
permit  the  sale  or  other  disposition  of  such  Registrable  Securities  in
accordance with the intended method of  distribution  thereof.  Any Holder shall
have the  right  to  withdraw  its  request  for  inclusion  of its  Registrable
Securities in any Registration  Statement pursuant to this Section 2.2 by giving
written  notice to the Company of its request to withdraw,  provided that in the
event of such withdrawal  (other than pursuant to Section 2.3(c)  hereof),  such
Holder shall be  responsible  for the fees and  expenses  referred to in Section
3.3(viii)  hereof incurred by such Holder prior to such  withdrawal  relating to
such Registration Statement.  The Company may withdraw a Piggy-Back Registration
at any time prior to the time it becomes effective.

     No registration effected under this Section 2.2, and no failure to effect a
registration under this Section 2.2, shall relieve the Company of its obligation
to effect a  registration  upon the request of Holders  pursuant to Section 2.1,
and no failure to effect a  registration  under this Section 2.2 and to complete
the sale of  Registrable  Securities in connection  therewith  shall relieve the
Company  of any  other  obligation  under  this  Agreement  (including,  without
limitation, the Company's obligations under Sections 3.2 and 4.1).

     SECTION 2.3. Reduction of Offering.

     (a) Demand  Registration.  The Company may include in a Demand Registration
pursuant  to  Section  2.1  securities  of the  same  class  as the  Registrable
Securities  for the  account  of the  Company  and any  other  Persons  who hold
securities of the same class as the Registrable Securities on the same terms and
conditions  as the  Registrable  Securities  to be included  therein;  provided,
however,   that  (i)  if  the  managing   Underwriter  or  Underwriters  of  any
underwritten  offering  described  in Section 2.1 have  informed  the Company in
writing  that  it  is  their  opinion  that  the  total  number  of  Registrable
Securities, and securities of the same class as the Registrable Securities which
Holders,  the Company and any other  Persons  desiring  to  participate  in such
registration  intend to include in such  offering is such as to  materially  and
adversely  affect the success of such offering,  then the number of shares to be
offered  for the  account of the  Company  and for the account of all such other
Persons (other than the Holders)  participating  in such  registration  shall be
reduced or limited pro rata in  proportion  to the  respective  number of shares
requested to be registered to the extent necessary to reduce the total number of
shares  requested  to be included in such  offering to the number of shares,  if

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any, recommended by such managing  Underwriter or Underwriters,  and (ii) if the
offering is not underwritten,  no other Person,  including the Company, shall be
permitted  to offer  securities  under any such Demand  Registration  unless the
Required Holders  participating in the offering consent to the inclusion of such
shares therein.

     (b) Piggy-Back Registration. (i) Notwithstanding anything contained herein,
if  the  managing  Underwriter  or  Underwriters  of any  underwritten  offering
described  in Section  2.2 have  informed,  in writing,  the Holders  requesting
inclusion  in such  offering  that it is their  opinion that the total number of
shares which the Company,  Holders and any other Persons  holding  securities of
the same class as the  Registrable  Securities  desiring to  participate in such
registration  intend to include in such  offering is such as to  materially  and
adversely affect the success of such offering, then, the Company will include in
such registration (x) first, the shares offered by the holders of securities who
demanded such registration  ("Demand Holders"),  if any, (y) then, if additional
shares may be included in such  registration  without  materially  and adversely
affecting the success of such offering,  all the shares the Company  offered for
its own account,  if any, and (z) then, if additional  shares may be included in
such registration without materially and adversely affecting the success of such
offering,  the number of shares offered by the Holders and such other holders of
securities  of the same class as the  Registrable  Securities  whose  piggy-back
registration  rights  may not be reduced  without  violating  their  contractual
rights (provided such contractual  rights were in existence prior to the date of
this  Agreement),  on a pro rata basis in proportion  to the relative  number of
Registrable  Securities of the holders (including the Holders)  participating in
such registration.

          (ii) If the managing  Underwriter or Underwriters of any  underwritten
     offering described in Section 2.2 notify the Holders  requesting  inclusion
     in such offering that the kind of securities that the Holders,  the Company
     and any other Persons desiring to participate in such  registration  intend
     to include in such offering is such as to materially  and adversely  affect
     the success of such offering, (x) the Registrable Securities to be included
     in such  offering  shall be reduced as described in clause (i) above or (y)
     if such  reduction  would,  in the judgment of the managing  Underwriter or
     Underwriters, be insufficient to substantially eliminate the adverse effect
     that inclusion of the Registrable Securities requested to be included would
     have on such offering,  such  Registrable  Securities will be excluded from
     such offering.

     (c) If, as a result of the  proration  provisions  of this Section 2.3, any
Holder shall not be entitled to include all  Registrable  Securities in a Demand
Registration  or  Piggy-Back  Registration  that such Holder has requested to be
included,  such Holder may elect to withdraw his request to include  Registrable
Securities in such  registration;  provided,  however that if a Holder withdraws
his  request  pursuant  to  this  Paragraph  2.3(c)  such  Holder  shall  not be
responsible for the fees and expenses referred to in Section 3.3(viii) hereof.

     SECTION 2.4.  Subsequent  Registration  Rights.  From and after the date of
this Agreement,  the Company shall not, without the prior written consent of the
Required Holders,  enter into any other agreement with any holder or prospective
holder of any  securities  of the  Company  which  would  allow  such  holder or
prospective  holder (a) to include such  securities  in any  registration  filed
under Section 2.2 or 2.3(b)  hereof,  unless under the terms of such  agreement,
such  holder or  prospective  holder may  include  such  securities  in any such

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registration  only to the extent that the inclusion of its  securities  will not
reduce the amount of the Registrable Securities of the Holders which is included
or (b) to make a demand  registration  which could  result in such  registration
statement  being declared  effective prior to the earlier of the dates set forth
in subsection 3.1(a).

                                  ARTICLE III.
                             REGISTRATION PROCEDURES

     SECTION  3.1.  Filings;  Information.  Whenever  the Company is required to
effect or cause the registration of the offer and sale of Registrable Securities
pursuant to Section 2.1 or 2.2 hereof,  the Company will use its best efforts to
effect the registration of the offer and the sale of such Registrable Securities
in accordance with the intended  method(s) of disposition  thereof as quickly as
practicable, and in connection with any such request:

     (a) The  Company  promptly  will  prepare  and file with the  Commission  a
Registration Statement with respect to the offer and sale of such securities and
use its best efforts to cause such  Registration  Statement to become and remain
effective  until  the  completion  of  the  distribution  contemplated  thereby;
provided,  however,  the Company shall not be required to keep such Registration
Statement  effective  for more than 270 days (or such shorter  period which will
terminate when all Registrable Securities covered by such Registration Statement
have  been  sold,  but not  prior to the  expiration  of the  applicable  period
referred to in Section 4(3) of the  Securities Act and Rule 174  thereunder,  if
applicable);  provided, further, that with respect to a Demand Registration, the
Company shall file with the  Commission a  Registration  Statement as soon as is
practicable after the date of the Request and in any event no later than 60 days
after the date of the Request for the Demand  Registration  (the "Target  Filing
Date") and shall cause such Registration  Statement to be declared  effective as
soon as is  practicable  after the date of filing and in any event no later than
120 days after the date of such Request (the "Target Effective Date"); provided,
further  however,  that with respect to a Request for Demand  Registration  made
prior to the first anniversary of the date hereof,  other than with respect to a
Request for Demand  Registration  made  subsequent  to an Event of Default,  the
Company  shall not be  obligated  to cause  such  Registration  Statement  to be
declared effective prior to the first anniversary of the date hereof.

     (b) The Company  promptly  will prepare and file with the  Commission  such
amendments and post-effective amendments to the Registration Statement as may be
necessary  to keep such  Registration  Statement  effective  for as long as such
registration is required to remain effective pursuant to the terms hereof; cause
the Prospectus to be supplemented by any required Prospectus supplement, and, as
so supplemented,  to be filed pursuant to Rule 424 under the Securities Act; and
comply with the  provisions of the  Securities Act applicable to it with respect
to the disposition of all Registrable  Securities  covered by such  Registration
Statement  during the applicable  period in accordance with the intended methods
of disposition by the Selling Holders set forth in such  Registration  Statement
or supplement to the Prospectus.

     (c) The  Company,  at  least  ten (10)  Business  Days  prior  to  filing a
Registration  Statement  or at least  five (5)  Business  Days prior to filing a
Prospectus  or any amendment or  supplement  to such  Registration  Statement or
Prospectus,  will  furnish to (i) each  Selling  Holder,  (ii) not more than one

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counsel  representing all Selling Holders  ("Selling  Holders  Counsel"),  to be
selected  by a  majority-in-interest  of such  Selling  Holders,  and (iii) each
Underwriter,  if any, of the Registrable Securities covered by such Registration
Statement  copies  of such  Registration  Statement  as  proposed  to be  filed,
together with exhibits  thereto,  which  documents will be subject to review and
approval by each of the foregoing  within five (5) Business Days after  delivery
(except  that such review and  approval of any  Prospectus  or any  amendment or
supplement to such Registration Statement or Prospectus must be within three (3)
Business Days after delivery), and thereafter,  furnish to such Selling Holders,
Selling  Holders  Counsel and  Underwriters,  if any,  such number of  conformed
copies of such Registration Statement, each amendment and supplement thereto (in
each case including all exhibits thereto and documents incorporated by reference
therein), the Prospectus included in such Registration Statement (including each
preliminary  Prospectus) and such other documents or information as such Selling
Holders, Selling Holders Counsel or Underwriters may reasonably request in order
to facilitate the disposition of the Registrable Securities (it being understood
that the Company  consents to the use of the  Prospectus  and any  amendment  or
supplement  thereto by each  Selling  Holder and the  Underwriters,  if any,  in
connection with the offering and sale of the Registrable  Securities  covered by
such Prospectus or any amendment or supplement thereto).

     (d) The Company  promptly  will notify each  Selling  Holder of (and in any
event within 24 hours of the receipt of) any stop order issued or  threatened by
the Commission and take all reasonable  actions required to prevent the entry of
such stop order or to remove it at the earliest possible moment if entered.

     (e) On or prior to the date on which the Registration Statement is declared
effective,  use its  best  efforts  to  register  or  qualify  such  Registrable
Securities under such other securities or "blue sky" laws of such  jurisdictions
as any Selling Holder,  Selling  Holders Counsel or Underwriter  requests and do
any and all other acts and things  which may be necessary or advisable to enable
such Selling Holder to consummate the disposition in such  jurisdictions of such
Registrable  Securities  owned by such Selling  Holder;  use its best efforts to
keep each such registration or qualification (or exemption  therefrom) effective
during  the period  which the  Registration  Statement  is  required  to be kept
effective;  and use its best  efforts  to do any and all  other  acts or  things
necessary or advisable to enable the  disposition in such  jurisdictions  of the
Registrable  Securities  covered  by  the  applicable   Registration  Statement;
provided  that the Company  will not be required to (A) qualify  generally to do
business in any jurisdiction where it would not otherwise be required to qualify
but for  this  paragraph  (e),  (B)  subject  itself  to  taxation  in any  such
jurisdiction  or  (C)  consent  to  general  service  of  process  in  any  such
jurisdiction.

     (f) The Company will notify each Selling  Holder,  Selling  Holders Counsel
and any  Underwriter  promptly  (and  in any  event  within  24  hours)  and (if
requested  by any such  Person)  confirm  such  notice  in  writing,  (i) when a
Prospectus or any  Prospectus  supplement or  post-effective  amendment has been
filed  and,  with  respect to a  Registration  Statement  or any  post-effective
amendment,  when the same  has  become  effective,  (ii) of any  request  by the
Commission or any other federal or state  governmental  authority for amendments
or  supplements  to a  Registration  Statement or Prospectus  or for  additional
information  to be included  in any  Registration  Statement  or  Prospectus  or
otherwise,  (iii) of the issuance by the Commission of any stop order suspending
the  effectiveness of a Registration  Statement or the initiation or threatening
of any  proceedings  for  that  purpose,  (iv)  of  the  issuance  by any  state

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securities  commission or other regulatory authority of any order suspending the
qualification  or  exemption  from  qualification  of  any  of  the  Registrable
Securities  under state  securities or "blue sky" laws or the  initiation of any
proceedings for that purpose,  and (v) of the happening of any event which makes
any  statement  made in a  Registration  Statement or related  Prospectus or any
document  incorporated or deemed to be incorporated by reference  therein untrue
or which  requires  the making of any  changes in such  Registration  Statement,
Prospectus or documents so that they will not contain any untrue  statement of a
material fact or omit to state any material  fact required to be stated  therein
or necessary to make the statements in the Registration Statement and Prospectus
not misleading in light of the  circumstances  in which they were made;  and, as
promptly as  practicable  thereafter,  prepare and file with the  Commission and
furnish a supplement  or amendment to such  Prospectus  so that,  as  thereafter
deliverable to the buyers of such Registrable  Securities,  such Prospectus will
not contain any untrue  statement of a material fact or omit to state a material
fact necessary to make the  statements  therein,  in light of the  circumstances
under which they were made, not misleading.

     (g) The  Company  will  make  generally  available  an  earnings  statement
satisfying  the  provisions of Section 11(a) of the Securities Act no later than
90 days after the end of the 12-month period beginning with the first day of the
Company's  first  fiscal  quarter  commencing  after  the  effective  date  of a
Registration  Statement,  which  earnings  statement  shall cover said  12-month
period,  and which  requirement  will be deemed to be  satisfied  if the Company
timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under
the  Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act") and
otherwise complies with Rule 158 under the Securities Act.

     (h) If requested  by the  managing  Underwriter  or  Underwriters,  Selling
Holders  Counsel,  or any Selling  Holder,  the Company will,  unless  otherwise
advised  by  counsel,   promptly  incorporate  in  a  Prospectus  supplement  or
post-effective  amendment  such  information  as  the  managing  Underwriter  or
Underwriters  requests,  or Selling  Holders  Counsel  requests,  to be included
therein,  including,   without  limitation,  with  respect  to  the  Registrable
Securities   being  sold  by  such  Selling   Holder  to  such   Underwriter  or
Underwriters,  the purchase  price being paid  therefor by such  Underwriter  or
Underwriters and with respect to any other terms of the underwritten offering of
the  Registrable  Securities to be sold in such offering,  and promptly make all
required filings of such Prospectus supplement or post-effective amendment.

     (i)  The  Company   will  enter  into   customary   agreements   reasonably
satisfactory to the Company (including, if applicable, an underwriting agreement
in customary form and which is reasonably  satisfactory to the Company) and take
such other actions as are reasonably required in order to expedite or facilitate
the disposition of such Registrable  Securities (the Selling  Holders,  at their
option,  may  require  that any or all of the  representations,  warranties  and
covenants of the Company to or for the benefit of such Underwriters also be made
to and for the benefit of such Selling Holders).

     (j) The  Company  will make  available  to each  Selling  Holder  (and will
deliver to their counsel) and each Underwriter,  if any, subject to restrictions
imposed by the United States federal government or any agency or instrumentality
thereof,  copies of all  correspondence  between the Commission and the Company,

                                       10
<PAGE>

its  counsel  or  auditors  and will  also  make  available  for  inspection  at
reasonable  times  at the  Company's  offices  by any  Selling  Holder  of  such
Registrable  Securities,   any  Underwriter  participating  in  any  disposition
pursuant to such  Registration  Statement and any attorney,  accountant or other
professional  retained by any such Selling Holder or Underwriter  (collectively,
the  "Inspectors"),   all  financial  and  other  records,  pertinent  corporate
documents and properties of the Company  (collectively,  the "Records") as shall
be  reasonably  necessary  to  enable  them  to  exercise  their  due  diligence
responsibility,  and cause the  Company's  officers and  employees to supply all
information  reasonably  requested by any  Inspectors  in  connection  with such
registration statement.

     (k)  In  connection  with  an  underwritten   offering,  the  Company  will
participate,  to the extent reasonably  requested by the managing Underwriter or
Underwriters  for  the  offering  or the  Selling  Holders,  in  reasonable  and
customary efforts to sell the securities under the offering,  including, without
limitation, participating in "road shows."

     (l) The Company,  during the period when the  Prospectus  is required to be
delivered under the Securities Act, promptly will file all documents required to
be filed with the Commission  pursuant to Section 13(a),  13(c),  14 or 15(d) of
the Exchange Act.

     (m) The Company,  if requested by Selling Holders,  shall cause its outside
legal counsel to deliver an opinion relating to the Registrable  Securities,  in
customary form to such Selling Holders and any Underwriter  therefor,  cause its
officers  to execute  and  deliver  all  customary  documents  and  certificates
requested  by any  Underwriters  of the  Registrable  Securities,  and cause its
independent  public  accountants  to provide  to such  Selling  Holders  and any
Underwriters therefor one or more comfort letters in customary form.

     The Company may require each Selling Holder to promptly  furnish in writing
to the Company such  information  regarding the  distribution of the Registrable
Securities  as the  Company  may from time to time  reasonably  request and such
other   information  as  may  be  legally   required  in  connection  with  such
registration  including,  without  limitation,  all such  information  as may be
requested by the Commission or the National  Association of Securities  Dealers,
Inc.

     Each  Selling  Holder  agrees  that,  upon  receipt of any notice  from the
Company of the  happening of any event of the kind  described in Section  3.1(f)
hereof,   such  Selling  Holder  will  forthwith   discontinue   disposition  of
Registrable  Securities  pursuant to the  Registration  Statement  covering such
Registrable  Securities until such Selling Holder's receipt of the copies of the
supplemented or amended Prospectus  contemplated by Section 3.1(f) hereof,  and,
if so directed by the Company,  such Selling  Holder will deliver to the Company
all copies,  other than  permanent  file copies  then in such  Selling  Holder's
possession,  of the most recent prospectus covering such Registrable  Securities
at the time of receipt of such notice.  In the event the Company shall give such
notice,  the Company  shall  extend the period  during  which such  Registration
Statement  shall be maintained  effective  (including the period  referred to in
Section  3.1(a)  hereof)  by the  number  of days  during  the  period  from and
including the date of the giving of notice  pursuant to Section 3.1(f) hereof to

                                       11
<PAGE>

the date when the Company shall make available to the Selling Holders covered by
such Registration Statement a Prospectus supplemented or amended to conform with
the requirements of Section 3.1(f) hereof.

     SECTION 3.2. Liquidated Damages. If the Registration Statement with respect
to a Demand  Registration  is not filed on or before the Target Filing Date, the
Company shall pay  liquidated  damages to each Selling Holder in an amount equal
to $.10 per 100  Registrable  Securities per week beginning on the Target Filing
Date. If the  Registration  Statement with respect to a Demand  Registration  is
filed but has not become  effective on or before the Target  Effective Date, the
Company shall pay  liquidated  damages to each Selling Holder in an amount equal
to $.10  per  100  Registrable  Securities  per  week  beginning  on the  Target
Effective Date. The weekly liquidated damages associated with a late filing or a
late declaration of effectiveness  shall increase by an amount equal to $.05 per
100  Registrable  Securities  90 days after the Target Filing Date or the Target
Effective Date, as the case may be, and shall  thereafter  increase by an amount
equal to $.05 per 100  Registrable  Securities at the end of each  subsequent 90
day period for so long as the  Registration  Statement  with respect to a Demand
Registration is not filed or declared  effective,  as the case may be. If a stop
order  is  imposed  or  if  for  any  other  reason  the  effectiveness  of  the
Registration  Statement with respect to a Demand Registration is suspended for a
period in excess of 10 consecutive days during the Target Effective Period, then
the  Company  shall  pay  liquidated  damages  to  each  Holder  of  Registrable
Securities in an amount equal to $.10 per 100  Registrable  Securities  per week
beginning on the day that is 10  consecutive  days after the  imposition of such
stop order or other suspension of effectiveness.  The weekly liquidated  damages
associated with a suspension of the effectiveness of the Registration  Statement
with respect to a Demand  Registration shall increase by an amount equal to $.05
per 100  Registrable  Securities 90 days after the stop order was imposed or the
Registration  Statement  with  respect to a Demand  Registration  was  otherwise
suspended,  and shall  thereafter  increase  by an amount  equal to $.05 per 100
Registrable  Securities at the end of each  subsequent 90 day period for so long
as the effectiveness  remains  suspended.  Liquidated damages shall be deemed to
commence  accruing  on the day in which the  event  triggering  such  liquidated
damages occurs (the "Trigger Date").

     The  Company  shall pay the  liquidated  damages  due with  respect  to the
Registrable Securities as additional amounts to the Selling Holders quarterly on
the first day of each Fiscal  Quarter  (as  defined in the Amended and  Restated
Credit Agreement),  in Federal or other immediately available funds.  Liquidated
damages not  previously  paid,  if any,  shall be payable on each such  dividend
payment date, and the liquidated  damages shall be paid to the record holders of
Registrable  Securities  (as of the record date with respect to each  applicable
dividend payment date) entitled to receive such liquidated damages.

     The  liquidated  damages to be paid to  Selling  Holders  pursuant  to this
Section 3.2 shall cease to accrue,  (i) with respect to the  liquidated  damages
for  failure  to file on or  prior to the  Target  Filing  Date,  on the day the
Registration Statement is filed, (ii) with respect to the liquidated damages for
failure to have the Registration Statement declared effective on or prior to the
Target Effective Date, on the day after the  Registration  Statement is declared
effective, or (iii) with respect to the liquidated damages for the suspension of
effectiveness,  on the day  after  the  reinstatement  of  effectiveness  of the
Registration Statement.

                                       12
<PAGE>

     SECTION  3.3.  Registration  Expenses.  The Company  shall pay all expenses
incident to the  Company's  performance  of or  compliance  with this  Agreement
including,  without  limitation:  (i) all registration and filing fees, (ii) the
fees and expenses of compliance with securities or blue sky laws (including fees
and  disbursements of counsel in connection with blue sky  qualifications of the
Registrable  Securities),  (iii) all printing,  messenger and delivery expenses,
(iv)  the  Company's  internal  expenses  (including,  without  limitation,  all
salaries  and  expenses  of its  officers  and  employees  performing  legal  or
accounting  duties),  (v) the fees and expenses  incurred in connection with the
listing or quotation, as appropriate,  of the Registrable  Securities,  (vi) the
fees and  disbursements of counsel for the Company and the fees and expenses for
independent  certified public accountants retained by the Company (including the
expenses  of any  special  audit or cold  comfort  letters),  (vii) the fees and
expenses of any special experts  retained by the Company in connection with such
registration,  and (viii) the fees and expenses of Selling Holders Counsel.  The
Company  shall have no  obligation to pay any  underwriting  fees,  discounts or
commissions  attributable  to the sale of Registrable  Securities and any of the
expenses incurred by Selling Holders which are not payable by the Company,  such
costs to be borne by the Selling Holder or Selling Holders.

                                  ARTICLE IV.
                        INDEMNIFICATION AND CONTRIBUTION

     SECTION  4.1.  Indemnification  by  the  Company.  The  Company  agrees  to
indemnify  and hold  harmless,  to the fullest  extent  permitted  by law,  each
Selling  Holder,  its partners,  officers,  directors,  employees,  advisors and
agents,  and each Person,  if any, who controls  such Selling  Holder within the
meaning of Section 15 of the  Securities  Act or Section 20 of the Exchange Act,
together with the partners,  officers,  directors,  employees and agents of such
controlling Person (collectively,  the "Controlling Persons"),  from and against
any loss, claim, damage,  liability,  attorneys' fees, cost or expense and costs
and expenses of investigating  and defending any such claim  (collectively,  the
"Damages") and any action in respect thereof to which such Selling  Holder,  its
partners,  officers,  directors,  employees,  advisors and agents,  and any such
Controlling Person may become subject under the Securities Act, the Exchange Act
or otherwise,  insofar as such Damages (or proceedings in respect thereof) arise
out of, or are based upon, any untrue statement or alleged untrue statement of a
material  fact  contained in any  Registration  Statement or  Prospectus  or any
preliminary  Prospectus,  or arise out of, or are based  upon,  any  omission or
alleged  omission to state therein a material fact required to be stated therein
or necessary to make the statements  therein not  misleading,  except insofar as
the same are based upon  information  furnished  in writing to the  Company by a
Selling  Holder  expressly  for use therein,  and shall  reimburse  each Selling
Holder, its partners, officers,  directors,  employees, advisors and agents, and
each  such  Controlling  Person  for any legal  and  other  expenses  reasonably
incurred by that Selling Holder, its partners, officers,  directors,  employees,
advisors  and  agents,  or any  such  Controlling  Person  in  investigating  or
defending  or  preparing  to defend  against  any such  Damages or  proceedings;
provided, however, that the Company shall not be liable to any Selling Holder or
other  indemnitee  to the extent that any such Damages arise out of or are based
upon an untrue  statement or omission made in any preliminary  Prospectus if (i)
such  Selling  Holder  failed to send or deliver a copy of the final  Prospectus

                                       13
<PAGE>

with or  prior  to the  delivery  of  written  confirmation  of the sale by such
Selling  Holder to the Person  asserting the claim from which such Damages arise
in any case where such delivery of the Prospectus  (as amended or  supplemented)
is required by the  Securities  Act,  and (ii) the final  Prospectus  would have
corrected such untrue statement or such omission,  where such failure to deliver
the Prospectus was not a result of  non-compliance  by the Company under Section
3.1(f) of this Agreement.  The Company also agrees to indemnify any Underwriters
of the Registrable Securities,  their officers and directors and each Person who
controls  such  Underwriters  on  substantially  the  same  basis as that of the
indemnification of the Selling Holders provided in this Section 4.1.

     SECTION  4.2.  Indemnification  by Selling  Holders.  Each  Selling  Holder
agrees,  severally but not jointly,  to indemnify and hold harmless the Company,
its officers, directors, employees, advisors and agents and each Person, if any,
who controls the Company  within the meaning of Section 15 of the Securities Act
or  Section  20 of the  Exchange  Act,  together  with the  partners,  officers,
directors,  employees,  advisors and agents of such controlling  Person,  to the
same extent as the foregoing  indemnity from the Company to such Selling Holder,
but only with reference to information  related to such Selling  Holder,  or its
plan of distribution,  furnished in writing by such Selling Holder expressly for
use in any Registration Statement or Prospectus,  or any amendment or supplement
thereto, or any preliminary  Prospectus;  provided,  however,  that such Selling
Holder  shall not be liable in any such  case to the  extent  that  prior to the
filing  of any  such  Registration  Statement  or  Prospectus  or  amendment  or
supplement thereto,  such Selling Holder has furnished in writing to the Company
information  expressly for use in such  Registration  Statement or Prospectus or
any  amendment or  supplement  thereto  which  corrected or made not  misleading
information previously furnished to the Company. In no event shall the liability
of any  Selling  Holder be  greater  in  amount  than the  dollar  amount of the
proceeds  received  by such  Selling  Holder  upon the  sale of the  Registrable
Securities giving rise to such indemnification obligation. In case any action or
proceeding  shall be brought  against  the Company or its  officers,  directors,
employees,  advisors or agents or any such  controlling  Person or its officers,
directors,  employees  or agents,  in respect of which  indemnity  may be sought
against  such  Selling  Holder,  such  Selling  Holder shall have the rights and
duties  given  to the  Company,  and the  Company  or its  officers,  directors,
employees or agents,  or such controlling  Person,  or its officers,  directors,
employees,  advisors or agents,  shall have the rights and duties  given to such
Selling Holder, by the preceding paragraph.

     SECTION 4.3. Conduct of Indemnification Proceedings. Promptly after receipt
by any person in respect of which  indemnity  may be sought  pursuant to Section
4.1 or 4.2 (an  "Indemnified  Party") of notice of any claim or the commencement
of any action,  the Indemnified Party shall, if a claim in respect thereof is to
be made  against  the  Person  against  whom such  indemnity  may be sought  (an
"Indemnifying Party"),  notify the Indemnifying Party in writing of the claim or
the  commencement  of such  action;  provided  that the  failure  to notify  the
Indemnifying  Party shall not relieve it from any liability which it may have to
an  Indemnified  Party  otherwise  than under  Section  4.1 or 4.2 except to the
extent of any actual prejudice resulting therefrom.  If any such claim or action
shall  be  brought  against  an  Indemnified  Party,  and it  shall  notify  the
Indemnifying  Party  thereof,  the  Indemnifying  Party  shall  be  entitled  to
participate therein,  and, to the extent that it wishes,  jointly with any other

                                       14
<PAGE>

similarly  notified  Indemnifying  Party,  to assume the  defense  thereof  with
counsel reasonably  satisfactory to the Indemnified Party. After notice from the
Indemnifying  Party to the  Indemnified  Party of its  election  to  assume  the
defense of such claim or action,  the Indemnifying  Party shall not be liable to
the Indemnified Party for any legal or other expenses  subsequently  incurred by
the  Indemnified  Party  in  connection  with the  defense  thereof  other  than
reasonable  costs of  investigation;  provided that the Indemnified  Party shall
have the right to employ separate counsel to represent the Indemnified Party and
its controlling Persons who may be subject to liability arising out of any claim
in respect of which indemnity may be sought by the Indemnified Party against the
Indemnifying  Party,  but the fees and expenses of such counsel shall be for the
account of such  Indemnified  Party  unless (i) the  Indemnifying  Party and the
Indemnified Party shall have mutually agreed to the retention of such counsel or
(ii) in the opinion of counsel to such Indemnified Party, representation of both
parties by the same counsel  would be  inappropriate  due to actual or potential
conflicts of interest  between  them,  it being  understood,  however,  that the
Indemnifying Party shall not, in connection with any one such claim or action or
separate  but  substantially  similar or  related  claims or actions in the same
jurisdiction  arising out of the same general  allegations or circumstances,  be
liable for the fees and  expenses of more than one  separate  firm of  attorneys
(together  with  appropriate  local  counsel)  at any time  for all  Indemnified
Parties.  No Indemnifying Party shall,  without the prior written consent of the
Indemnified  Party,  effect any settlement of any claim or pending or threatened
proceeding  in  respect of which the  Indemnified  Party is or could have been a
party and indemnity could have been sought hereunder by such Indemnified  Party,
unless such settlement  includes an  unconditional  release of such  Indemnified
Party from all liability arising out of such claim or proceeding. Whether or not
the defense of any claim or action is assumed by the  Indemnifying  Party,  such
Indemnifying  Party will not be subject to any liability for any settlement made
without its consent, which consent will not be unreasonably withheld.

     SECTION  4.4.  Contribution.  If the  indemnification  provided for in this
Article 4 is  unavailable to the  Indemnified  Parties in respect of any Damages
referred to herein,  then each Indemnifying  Party, in lieu of indemnifying such
Indemnified  Party,  shall  contribute  to the  amount  paid or  payable by such
Indemnified  Party  as a  result  of  such  Damages  in  such  proportion  as is
appropriate to reflect the relative  benefits received by the Company on the one
hand and the Selling  Holders on the other from the offering of the  Registrable
Securities,  or if such  allocation is not permitted by applicable  law, in such
proportion as is appropriate to reflect not only the relative  benefits but also
the relative fault of the Company on the one hand and the Selling Holders on the
other in  connection  with the  statements or omissions  which  resulted in such
Damages,  as well as any other relevant equitable  considerations.  The relative
fault of the  Company  on the one hand and of each  Selling  Holder on the other
shall be determined  by reference to, among other things,  whether the untrue or
alleged untrue  statement of a material fact or the omission or alleged omission
to state a material fact relates to information  supplied by such party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent such statement or omission.

     The  Company and the  Selling  Holders  agree that it would not be just and
equitable if  contribution  pursuant to this Section 4.4 were  determined by pro
rata allocation or by any other method of allocation which does not take account
of  the  equitable  considerations  referred  to in  the  immediately  preceding
paragraph. The amount paid or payable by an Indemnified Party as a result of the
Damages  referred to in the immediately  preceding  paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses
reasonably  incurred by such Indemnified Party in connection with  investigating

                                       15
<PAGE>

or defending any such action or claim.  Notwithstanding  the  provisions of this
Section  4.4, no Selling  Holder shall be required to  contribute  any amount in
excess  of the  amount  by  which  the  total  price at  which  the  Registrable
Securities of such Selling  Holder were offered to the public exceeds the amount
of any damages which such Selling  Holder has  otherwise  paid by reason of such
untrue or alleged untrue  statement or omission or alleged  omission.  No Person
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the Securities  Act) shall be entitled to  contribution  from any Person who was
not  guilty  of  such  fraudulent   misrepresentation.   Each  Selling  Holder's
obligations  to  contribute  pursuant  to this  Section  4.4 is  several  in the
proportion  that the  proceeds of the offering  received by such Selling  Holder
bears to the total proceeds of the offering  received by all the Selling Holders
and not joint.

                                   ARTICLE V.
                                  MISCELLANEOUS

     SECTION 5.1.  Participation  in Underwritten  Registrations.  No Person may
participate in any  underwritten  registration  hereunder unless such Person (a)
agrees  to  sell  such  Person's   securities  on  the  basis  provided  in  any
underwriting  arrangements approved by the Persons entitled hereunder to approve
such arrangements, and (b) completes and executes all questionnaires,  powers of
attorney,  indemnities,  underwriting  agreements and other documents reasonably
required  under  the  terms  of  such   underwriting   arrangements   and  these
registration rights.

     SECTION 5.2. Rule 144. The Company  agrees and will use its best efforts to
file any  reports  required to be filed by it under the  Securities  Act and the
Exchange Act (or, if the Company is not required to file such reports,  it will,
upon the request of any Holder,  make publicly  available  other  information as
long as necessary to permit sales under Rule 144 under the  Securities  Act) and
that it will take such further action as any Holder may reasonably request,  all
to the extent  required from time to time to enable Holders to sell  Registrable
Securities  without  registration under the Securities Act within the limitation
of the  exemptions  provided by (a) Rule 144 under the  Securities  Act, as such
Rules may be amended from time to time,  or (b) any similar  rule or  regulation
hereafter adopted by the Commission. Upon the request of any Holder, the Company
will  deliver to such Holder a written  statement  as to whether it has complied
with such requirements.

     SECTION 5.3.  Amendment and  Modification.  Any provision of this Agreement
may be waived,  provided that such waiver is set forth in a writing  executed by
the party against whom the enforcement of such waiver is sought.  This Agreement
may not be amended,  modified or supplemented other than by a written instrument
signed by the Required Holders;  provided,  however, that without the consent of
all the Holders,  no amendment or  modification  which  materially and adversely
affects  the  ability of such  Holders to have the offer and sale of  securities
registered hereunder may be effected.  No course of dealing between or among any
Persons  having any  interest  in this  Agreement  will be deemed  effective  to

                                       16
<PAGE>

modify,  amend  or  discharge  any  part  of this  Agreement  or any  rights  or
obligations of any Person under or by reason of this Agreement.

     SECTION 5.4.  Successors  and Assigns;  Third Party  Beneficiaries;  Entire
Agreement. This Agreement and all of the provisions hereof shall be binding upon
and inure to the benefit of the parties hereto, each subsequent Holder and their
respective  successors  and assigns  and  executors,  administrators  and heirs.
Holders  are  intended  third party  beneficiaries  of this  Agreement  and this
Agreement may be enforced by such Holders.  This Agreement sets forth the entire
agreement and understanding  between the parties as to the subject matter hereof
and merges and supersedes all prior  discussions,  agreements and understandings
of any and every nature among them.

     SECTION 5.5.  Headings.  Subject headings are included for convenience only
and shall not affect the interpretation of any provisions of this Agreement.

     SECTION  5.6.  Notices.  Any  notice,  demand,  request,  waiver,  or other
communication  under this  Agreement  shall be in writing and shall be deemed to
have been duly  given on the date of  service  if  personally  served or sent by
telecopy,  on the  business day after notice is delivered to a courier or mailed
by express mail if sent by courier delivery service or express mail for next day
delivery  and on the  third  day  after  mailing  if mailed to the party to whom
notice  is  to be  given,  by  first  class  mail,  registered,  return  receipt
requested, postage prepaid and addressed as follows:

            If to the Company to:

                  Headway Corporate Resources, Inc.
                  317 Madison Avenue, 3rd Floor
                  New York, New York  10017
                  Attention: Ms. Philicia G. Levinson, Senior Vice President
                  and Chief Financial Officer
                  Telephone:  (212) 672-6661
                  Telefacsimile:    (212) 672-6699

                  with copies to:

                  Salans Hertzfeld Heilbronn Christy & Viener
                  Rockefeller Center
                  620 Fifth Avenue
                  New York, New York 10020-2457
                  Attention: Richard B. Salomon, Esq.
                  Telephone: (212) 632-5500
                  Telefacsimile: (212) 632-5555

                  and:

                                       17
<PAGE>

                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY  10153-0119
                  Attn: Ted Waksman, Esq.
                  Telephone: (212) 310-8000
                  Telefacsimile: (212) 310-8007


            If to a Holder, to the Holder at the most current address given by
            such Holder to the Company in writing, and to:

                  Bank of America, N.A.
                  Bank of America Agency Services
                  901 Main St.
                  Dallas, Texas 75202-3714
                  Attention: Diana Lopez
                  Telephone: (214) 209-2138
                  Telefacsimile:    (214) 209-2515

                  with copies to:

                  Banc of America Strategic Solutions, Inc.
                  1101 Wootton Parkway
                  Third Floor
                  Rockville, Maryland 20852-1059
                  Attention: Michael Heredia
                  Telephone: (301) 517-3234
                  Telefacsimile: (301) 517-3236

                  and:

                  O'Melveny & Myers LLP
                  153 East 53rd Street, 54th Floor
                  New York, New York  10022-4611
                  Attention: Sandeep Qusba and David Kitchen
                  Telephone: (212) 326-2117
                  Telefacsimile: (213) 326-2061

     SECTION  5.7.  Governing  Law;  Forum;  Process.  This  Agreement  shall be
construed in accordance with, and governed by, the laws of the State of New York
as applied to contracts  made and to be  performed  entirely in the State of New
York without  regard to  principles  of  conflicts  of law.  Each of the parties
hereto  hereby  irrevocably  and   unconditionally   submits  to  the  exclusive
jurisdiction  of any court of the State of New York or any federal court sitting
in the State of New York for  purposes of any suit,  action or other  proceeding
arising out of this  Agreement  (and agrees not to commence any action,  suit or
proceedings  relating hereto except in such courts).  Each of the parties hereto

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<PAGE>

agrees  that  service  of any  process,  summons,  notice  or  document  by U.S.
registered  mail at its address set forth herein  shall be effective  service of
process for any action, suit or proceeding brought against it in any such court.
Each of the parties hereto hereby  irrevocably  and  unconditionally  waives any
objection to the laying of venue of any action,  suit or proceeding  arising out
of this Agreement, which is brought by or against it, in the courts of the State
of New York or any  federal  court  sitting  in the State of New York and hereby
further irrevocably and unconditionally  waives and agrees not to plead or claim
in any such court that any such action,  suit or proceeding  brought in any such
court has been brought in an inconvenient forum.

     SECTION 5.8. Counterparts.  This Agreement may be executed in counterparts,
each of which  shall be  deemed an  original,  and all of which  together  shall
constitute a single agreement.

     SECTION  5.9.  Severability.  In the  event  that  any  one or  more of the
immaterial  provisions  contained in this Agreement shall for any reason be held
to be  invalid,  illegal or  unenforceable,  the same shall not affect any other
provision of this  Agreement,  but this Agreement shall be construed in a manner
which, as nearly as possible, reflects the original intent of the parties.

     SECTION  5.10.  No  Prejudice.  The  terms of this  Agreement  shall not be
construed  in favor of or against any party on account of its  participation  in
the preparation hereof.

     SECTION 5.11. Words in Singular and Plural Form. Words used in the singular
form in this Agreement shall be deemed to import the plural,  and vice versa, as
the sense may require.

     SECTION 5.12.  Remedy for Breach.  The Company hereby  acknowledges that in
the  event of any  breach or  threatened  breach  by the  Company  of any of the
provisions of this  Agreement,  the Holder would have no adequate  remedy at law
and could suffer substantial and irreparable  damage.  Accordingly,  the Company
hereby  agrees that,  in such event,  the Holder shall be entitled,  without the
necessity of proving damages or posting bond, and  notwithstanding  any election
by any  Holder  to  claim  damages,  to  obtain  a  temporary  and/or  permanent
injunction,  without proving a breach  therefor,  to restrain any such breach or
threatened breach or to obtain specific performance of any such provisions,  all
without prejudice to any and all other remedies which any Holder may have at law
or in equity.

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<PAGE>



     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                    COMPANY
                                    HEADWAY CORPORATE RESOURCES, INC.

                                     By: /s/



                                       20
<PAGE>


                              PURCHASERS
                              BANK OF AMERICA, N.A.



                              By:   /s/
                              Lending Office:
                                    Banc of America Strategic Solutions, Inc.
                                    1101 Wootton Parkway
                                    Third Floor
                                    Rockville, Maryland 20852-1059
                                    Attention: Michael Heredia
                                    Telephone: (301) 517-3234
                                    Telefacsimile: (301) 517-3236

                              FSC CORPORATION (an affiliate and designee of
                              FLEET NATIONAL BANK)


                              By:   /s/
                              Lending Office:
                                    FSC Corporation
                                    Managed Assets Division
                                    777 Main Street
                                    Mailcode CTEH40221A
                                    Hartford, Connecticut 06115
                                    Attention: G. Christopher Miller
                                    Telephone: (860) 986-1563
                                    Telefacimile: (860) 986-2435

                              CITIZENS BANK OF MASSACHUSETTS


                              By: /s/
                              Lending Office:
                                    Citizens Bank of Massachusetts
                                    28 State Street, 15th Floor
                                    Boston, Massachusetts 02109
                                    Attention:  Steve Petrarca
                                    Telephone:  (617) 994-7139
                                    Telefacsimile:  (617) 263-0439


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<PAGE>


                              TRANSAMERICA BUSINESS CAPITAL CORPORATION


                              By: /s/
                              Lending Office:
                                    Transamerica Business Capital Corporation
                                    8750 W. Bryn Mawr, Suite 720
                                    Chicago, Illinois 60631
                                    Attention:  Ari Kaplan
                                    Telephone:  (773) 864-3978
                                    Telefacsimile: (773) 380-6179

                              WACHOVIA BANK, NATIONAL ASSOCIATION


                              By: /s/
                              Lending Office:
                                    301 South College Street, CP-6
                                    Charlotte, North Carolina 28288-0760
                                    Attention:  Joel Thomas
                                    Telephone:  (704) 383-4281
                                    Telefacsimile: (704) 383-6249


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