Exhibit 4.13
Form 10-K 2001, Amendment No. 1
Headway Corporate Resources, Inc.
File No. 1-16025

                        HEADWAY CORPORATE RESOURCES, INC.

                              SECOND LIMITED WAIVER

     This SECOND  LIMITED  WAIVER  (this  "Agreement")  is dated as of April 17,
2002, and effective as of April 17, 2002 (the "Effective  Date"), and is entered
into by and among HEADWAY CORPORATE RESOURCES, INC., a Delaware corporation (the
"Company"),  State  Street  Bank and Trust  Company,  N.A.,  a national  banking
association, as trustee (the "Trustee"), and the holders listed on the signature
pages hereof  (collectively,  the "Holders"),  and is made with reference to (i)
that certain Indenture dated as of March 19, 1998, as amended to the date hereof
(the  "Indenture"),  by and  between  the  Company  and the  Trustee,  (ii)  the
Increasing  Rate  Senior  Subordinated  Notes  Due  2006 of the  Company  issued
pursuant to the Indenture (the "Subordinated Notes"), (iii) the Company's Series
G  Convertible  Preferred  Stock,  $0.0001  par value per share (the  "Preferred
Stock"), and (iv) the Certificate of Designations, Preferences and Rights of the
Preferred Stock, which amended the Company's  Certificate of Incorporation as of
September 7, 2001 (the  "Certificate of  Designations,"  and,  together with the
Indenture, the Subordinated Notes, the Preferred Stock, the Warrants (as defined
below) and the Indenture, the "Governing Documents").  The Holders are sometimes
referred  to herein as the  "Noteholders,"  in their  capacity as holders of the
Subordinated  Notes, and are sometimes referred to herein as the "Stockholders,"
in their  capacity as holders of the  Preferred  Stock.  Capitalized  terms used
herein without  definition  shall have the same meanings  herein as set forth in
the Indenture.

                                    RECITALS

     WHEREAS,   the  Holders  own  beneficially  and  of  record,   all  of  the
Subordinated Notes and the Preferred Stock;

     WHEREAS,  pursuant to the Indenture,  the Trustee has been appointed as the
trustee for the Noteholders with respect to the Subordinated Notes;

     WHEREAS,  the  Company,  the  Trustee  and the  Holders are parties to that
certain  Limited  Waiver and  Amendment  dated as of August 24, 2001 (the "First
Limited Waiver");

     WHEREAS, Series G Stock Events of Default (as defined in the Certificate of
Designations)  have  occurred as a result of events of default  under the Credit
Agreement (the "Credit Agreement Designated Defaults");


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     WHEREAS,  the Company has failed to comply with the covenants  contained in
Section 6(a) of the First Limited Waiver; and such failures constitute Events of
Default  under the  Indenture  and Series G Stock  Events of Default (the "First
Limited Waiver Designated Defaults" and,  collectively with the Credit Agreement
Designated Defaults, the "Designated Defaults");

     WHEREAS,  the Company has requested that the Holders waive  compliance with
the  provisions  set forth in  Section  1(a)  hereof for the  periods  described
therein,   and  the  Noteholders   amend  and  restate  the  Indenture  as  more
particularly described herein, and the Holders have agreed to do so, but only on
the terms and conditions set forth herein; and

     WHEREAS,  following the execution of this Agreement,  the Company will seek
the  approval  of the  holders of the Common  Stock to: (i) an  increase  in the
authorized  number  of  shares  of  Common  Stock  to at  least  Eighty  Million
(80,000,000);  and (ii) any other  matters for which the receipt of the approval
of the holders of the Common Stock would be necessary,  appropriate or desirable
in order to effectuate the transactions contemplated hereby and by the Governing
Documents (collectively, the "Common Stockholder Approval").

     NOW,  THEREFORE,  in  consideration  of the  premises  and the  agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

Section 1.        LIMITED WAIVER

          (a) Subject to the terms and  conditions  set forth in this  Agreement
     and in reliance on the  representations,  warranties  and  covenants of the
     Company  herein   contained,   from  and  after  the  Effective  Date,  the
     Noteholders,  as to  clauses  (i),  (ii),  (iii)  and  (v)  below,  and the
     Stockholders, as to clauses (iv) and (v) below, hereby waive:

               (i) compliance with Section 4.21 of the Indenture (Net Worth) for
          the period through and including the Recap Amendment  Termination Date
          (as defined below);

               (ii)  compliance  with  Section  4.24 of the  Indenture  (Certain
          Consolidated  Ratios) for the period  through and  including the Recap
          Amendment Termination Date;

               (iii)  the  payment  in  cash  of any  amounts  with  respect  to
          principal,  interest  (but not the  accrual  of  interest,  which such
          accrued and unpaid  interest  shall also bear  interest at the rate of
          15.0% per annum),  fees,  redemption payments or other amounts payable
          under the Indenture and the  Subordinated  Notes through and including
          the Recap Amendment Termination Date;

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               (iv) the  payment  in cash of any  amounts  with  respect  to the
          Preferred  Stock,   including   dividends  (but  not  the  accrual  of
          dividends,  which shall  continue to  accumulate  with interest and be
          added to the dividends payable for subsequent dividend accrual periods
          pursuant to Section 4(a) of the  Certificate of  Designations),  fees,
          redemption  payments or other amounts payable under the Certificate of
          Designations  through and  including the Recap  Amendment  Termination
          Date;  provided,   that  notwithstanding   anything  to  the  contrary
          contained in this  subsection  (iv), any failure to pay dividends with
          respect  to  the  Preferred  Stock  at any  time  prior  to the  Recap
          Amendment  Termination  Date shall be deemed to constitute a "Dividend
          Payment  Default" for purposes of Section  11(c)(i) of the Certificate
          of Designations; and

               (v) the Designated Defaults.

     For purposes hereof,  the "Recap Amendment  Termination  Date" shall be the
     earliest of (i) June 30,  2003,  or such  earlier  date on which the Senior
     Indebtedness  may mature;  (ii) the date on which all amounts due under the
     Credit Agreement shall have been paid in full in cash; (iii) the date after
     the date hereof on which the Credit  Agreement  is amended or modified in a
     manner that (A) increases the Base Rate,  the Default Rate,  the Applicable
     Margin (in each case,  as defined in the Credit  Agreement  as in effect on
     the date hereof) or any other interest rate on the Senior Indebtedness, (B)
     decreases  the PIK Amount (as defined in the Credit  Agreement as in effect
     on the date hereof), (C) increases the amount of fees or other payments due
     to the Agent (as defined in the Credit Agreement) or any Lender (as defined
     in the Credit  Agreement)  under the Credit Agreement (other than increases
     made in connection  with events of default under the Credit  Agreement that
     do  not  exceed,  in  the  aggregate,   0.50%  of  the  outstanding  Senior
     Indebtedness),  (D) provides for any  scheduled  amortization  payment with
     respect to any Senior  Indebtedness or (E) in  consideration  of which, the
     Agent (as defined in the Credit  Agreement)  or any Lender under the Credit
     Agreement is issued any additional equity interest in the Company; and (iv)
     the  acceleration  of any  indebtedness  under the Credit  Agreement or the
     exercise of any rights or  remedies by any of the Lenders  under the Credit
     Agreement.

     Notwithstanding  the  foregoing,  upon the occurrence of any other Event of
     Default or Series G Stock Event of Default (including,  without limitation,
     the  failure of the  Company  to comply  with the  provisions  of Section 6
     hereof) or at any time the Trustee, the Noteholders or the Stockholders, as
     applicable,  may  hereafter  become  aware of any other Event of Default or
     Series G Stock Event of Default (whether  heretofore or hereafter arising),
     as applicable,  the limited waiver set forth in Section 1(a) above shall be
     deemed null and void as of the date hereof  (other than the  provisions  of
     Section 1(a)(iii) and (iv) above) and of no further force and effect (as if
     such limited waiver had never been given effect),  without any necessity of
     demand or notice to the  Company  or other  Person,  and the  Trustee,  the
     Noteholders and the  Stockholders may thereafter in their sole and absolute
     discretion  and   notwithstanding  any  grace  or  cure  periods  or  other

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     provisions  to  the  contrary  in  the  Indenture  or  the  Certificate  of
     Designations,  as applicable,  take any enforcement action and exercise any
     or all of their other rights,  remedies and privileges  under the Indenture
     or the Certificate of Designations,  as applicable, any other instrument or
     agreement  referred to therein,  under  applicable  law or otherwise,  with
     respect to any  Designated  Defaults or any other  Series G Stock Events of
     Default or Events of Default.

          (b) Without limiting the generality of the provisions of Article IX of
     the Indenture, the limited waiver set forth in Section 1(a)(i), (ii), (iii)
     and (v) above shall be limited precisely as written and shall relate solely
     to the  non-compliance  by the Company with the provisions of the Indenture
     and/or the  Subordinated  Notes (as applicable)  specifically  set forth in
     clauses  (i),  (ii),(iii)  and (v) of Section  1(a)  hereof for the periods
     specifically  referenced  therein  and nothing in this  Agreement  shall be
     deemed to:

               (i)  constitute a waiver by the Trustee or the  Noteholders  with
          respect to the  payment of  interest on the  Subordinated  Notes,  and
          compliance with Sections 4.21 and 4.24 of the Indenture,  in any other
          instance or any other term, provision or condition of the Indenture or
          the Subordinated Notes; or

               (ii)  prejudice  any  right or  remedy  that the  Trustee  or any
          Noteholder  may  now  have  or may  have  in the  future  under  or in
          connection  with the  Indenture,  the  Subordinated  Notes,  any other
          instrument or agreement referred to therein or under applicable law.

          (c) The  limited  waiver set forth in Section  1(a)(iv)  and (v) above
     shall be  limited  precisely  as  written  and shall  relate  solely to the
     default  by  the  Company  under  the  provisions  of the  Preferred  Stock
     specifically  set forth in clauses  (iv) and (v) of Section 1(a) hereof for
     the periods  specifically  referenced therein and nothing in this Agreement
     shall be deemed to:

               (i) constitute a waiver by the  Stockholders  with respect to the
          payment of dividends on the Preferred  Stock, or the occurrence of any
          other  Series G Stock Event of Default,  in any other  instance or any
          other terms,  provision or  condition  of the  Preferred  Stock or the
          Certificate of Designations; or

               (ii) prejudice any right or remedy that the  Stockholders may now
          have  or may  have in the  future  under  or in  connection  with  the
          Preferred Stock, the Certificate of Designations, any other instrument
          or agreement referred to therein or under applicable law.

          (d)  The  Noteholders  reaffirm  all of the  terms  of the  Indenture,
     including,  without  limitation,  Sections  10.03 and 10.08,  the  Lenders'
     rights under Section 10.02(a) of the Indenture to block any payments of any
     kind or character  with respect to any  principal,  interest,  fee or other

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     amounts  payable  with  respect  to the  Subordinated  Notes  which  may be
     exercised  at any time or from time to time  hereafter  upon the  Company's
     default  in  payment,   whether  at  maturity,  upon  any  redemption,   by
     declaration or otherwise,  of any principal of the Loans (as defined in the
     Credit Agreement),  interest thereon, fees or other Obligations (as defined
     in the Credit  Agreement)  payable under the Loan  Documents (as defined in
     the  Credit  Agreement)  and  the  Lenders'  other  rights,   remedies  and
     privileges  under Article X of the  Indenture,  notwithstanding  any action
     heretofore  taken  by  the  Lenders  (including,  without  limitation,  the
     issuance of a blockage  notice under the terms of the  Indenture),  subject
     however to the provisions of Article X of the Indenture.

Section 2. AMENDMENTS TO GOVERNING DOCUMENTS

          (a) Amendment to Subordinated  Notes.  Section 1 of each  Subordinated
     Note is hereby amended by deleting the provision added thereto by the First
     Limited   Waiver  (which   increased  the  interest  rate  payable  on  the
     Subordinated Notes to 20% per annum under certain circumstances).

          (b) Amendment to Warrants.

               (i) Each of the warrants issued to the Holders  pursuant to First
          Limited Waiver exercisable,  in the aggregate, for 1,000,000 shares of
          the  Company's  common  stock,  par value  $0.0001 per share  ("Common
          Stock"),  at an exercise price of $1.10 per share is hereby amended by
          reducing the exercise price thereof from $1.10 to $0.25 per share.

               (ii) Each of the warrants issued to the Holders pursuant to First
          Limited Waiver  exercisable,  in the aggregate,  for 850,000 shares of
          Common  Stock,  at an  exercise  price of $3.05  per  share is  hereby
          amended by reducing the exercise price thereof from $3.05 to $0.25 per
          share.

Section 3. CONDITIONS TO EFFECTIVENESS

     The  effectiveness  of this Agreement is subject to the satisfaction of all
of the following conditions precedent:

          (a) On or before the date  hereof,  the Company  shall  deliver to the
     Trustee and each Holder the following,  each, unless otherwise noted, dated
     as of the Effective Date:

               (i) A  certificate  of the  Company,  executed  on  behalf of the
          Company by its secretary or any assistant  secretary (or  equivalent),
          certifying  as  to  (A)  the  absence  of  any   amendments  or  other
          modifications  to the  organizational  documents of the Company  since
          September  7, 2001,  (B) the  organizational  documents of the Company
          being in full  force  and  effect as of the date  hereof,  (C) the due
          organization  and good standing and valid  existence of the Company as
          an  entity  organized  under  the  laws  of  the  jurisdiction  of its

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          organization, and the absence of any proceeding for the dissolution or
          liquidation of the Company,  (D) the truth of the  representations and
          warranties contained in this Agreement as though made on and as of the
          date hereof and (E) after giving effect to this Agreement, the absence
          of any event occurring and continuing that constitutes a Default or an
          Event of Default (other than one specifically waived herein);

               (ii) A certificate of the Company,  executed on its behalf by its
          secretary or an assistant secretary (or equivalent),  certifying:  (A)
          the  names  and  true  signatures  of  the  officers  of  the  Company
          authorized to sign this Agreement and any other documents, agreements,
          instruments or  certificates  to be delivered in connection  herewith;
          and (B) that copies of the  resolutions  of the board of  directors of
          the Company  authorizing  the execution,  delivery and performance of,
          this  Agreement and any other  documents,  agreements,  instruments or
          certificates to be delivered in connection  herewith and  recommending
          that  holders  of the  Common  Stock  vote  in  favor  of  the  Common
          Stockholder  Approval are attached to such certificate and are in full
          force and effect without modification or amendment;

               (iii)  Copies  of  this   Agreement  and  each  other   document,
          agreement,  instrument  and  certificate to be delivered in connection
          herewith,  in each case duly  executed by the Company and with respect
          to this Agreement,  by each of the  Stockholders,  the Noteholders and
          the Trustee;

               (iv) Copies of the Amended and Restated Indenture,  substantially
          in the form attached hereto as Exhibit A, duly executed by the Company
          and the Trustee;

               (viii) A voting  agreement,  substantially  in the form  attached
          hereto as Exhibit B, duly executed by each of the  Stockholders,  Gary
          S.  Goldstein,  Barry S. Roseman,  G. Chris  Andersen,  Ehud D. Laska,
          Richard B. Salomon, Philicia G. Levinson and Alicia Lazaro;

               (ix) An opinion of counsel to the Company,  in form and substance
          acceptable  to the  Holders,  as to the matters  described  in Section
          4(a)(i) - 4(a)(v)  hereof and such other  matters as may be reasonably
          requested by the Holders; and

               (x) A copy of the Amended and Restated Credit  Agreement dated as
          of April 17, 2002 by and among the Company, Bank of America,  N.A., as
          agent,  Fleet  National  Bank,  N.A.,  as  co-agent,  and the Lenders,
          substantially  in the form attached  hereto as Exhibit C (the "Amended
          and Restated Credit Agreement"),  duly executed by each of the parties
          thereto,  together  with  all  agreements,  instruments  or  documents
          executed or delivered in connection therewith.

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          (b) The Company shall have received all  necessary  consents  required
     from   governmental   authorities,   stock  exchange  and  self  regulatory
     organizations for the transactions contemplated hereby.

          (c) On or before the date  hereof,  the Trustee and the Holders  shall
     have   received,   by  wire  transfer  in  immediately   available   funds,
     reimbursement  of  all  of  their  reasonable   costs,  fees  and  expenses
     (including,  without  limitation,  the  attorneys'  fees of Swidler  Berlin
     Shereff Friedman,  LLP and Jones,  Day, Reavis & Pogue,  counsel to GarMark
     Partners,  L.P., and of Carter, Ledyard & Milburn,  counsel to the Trustee)
     in  connection   herewith  and  with  the   transactions   and   agreements
     contemplated hereby.

Section 4. REPRESENTATIONS AND WARRANTIES

     In order to induce the  Stockholders and the Noteholders to enter into this
Agreement,  the Company  represents and warrants to each of the Holders that the
following statements are true, correct and complete:

          (a) Power and Authority.  The Company has all the requisite  corporate
     power  and  authority  to enter  into this  Agreement  and to carry out the
     transactions contemplated by this Agreement.

          (b)  Authorization  of  Agreement.  The execution and delivery of this
     Agreement  and the  performance  of the  Company  hereunder  has been  duly
     authorized by all necessary corporate action on the part of the Company.

          (c) No Conflict.  The execution and delivery of this  Agreement by the
     Company  and the  performance  by the  Company  of this  Agreement  and the
     consummation of the  transactions  contemplated  hereby do not and will not
     (i) violate any  provision of any law or any  governmental  (including  any
     applicable stock exchange) rule or regulation  applicable to the Company or
     any of its Subsidiaries, the organizational documents of the Company or any
     of its Subsidiaries or any order,  judgment or decree of any court or other
     agency of government  (including any applicable stock exchange)  binding on
     the Company or any of its  Subsidiaries,  (ii) conflict  with,  result in a
     breach  of or  constitute  (with  due  notice  or  lapse of time or both) a
     default  under  any  material  contract,  indenture,   agreement  or  other
     instrument or document to which the Company or any of its Subsidiaries is a
     party  or by  which  the  properties  or  assets  of  the  Company  or  its
     Subsidiaries  are  bound,  (iii)  result  in or  require  the  creation  or
     imposition of any Lien upon any of the  properties or assets of the Company
     or any of its  Subsidiaries or (iv) require any approval of stockholders or
     any  approval or consent of any Person under any contract of the Company or
     any of its  Subsidiaries,  except for the Common  Stockholder  Approval and
     except as contemplated by the Amended and Restated Credit Agreement.

          (d)  Governmental   Consents.  The  execution  and  delivery  of  this
     Agreement  by the  Company  and  the  performance  by the  Company  of this

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     Agreement does not and will not require any registration  with,  consent or
     approval  of,  or  notice  to,  with or by,  any  federal,  state  or other
     governmental  authority or regulatory body (including any applicable  stock
     exchange).

          (e)  Binding  Obligation.  This  Agreement  is the  legally  valid and
     binding  obligation  of the  Company  enforceable  against  the  Company in
     accordance  with  its  terms,  subject  to the  effect  of  any  applicable
     bankruptcy,   insolvency,   reorganization,   moratorium  or  similar  laws
     affecting creditors generally and general principles of equity.

          (f) Absence of Default.  After  giving  effect to this  Agreement,  no
     Default, Event of Default or Series G Event of Default exists.

          (g) Accuracy of Recitals.  The Recitals to this Agreement are true and
     correct in all respects on and as of the date hereof,  and are incorporated
     hereby as if fully set forth herein.

          (h) Remaining  Earnout  Payments.  The aggregate amount of the earnout
     payments  required  to be made by the  Company  under  that  certain  Stock
     Purchase  Agreement  dated as of July 31, 1998 (as amended through the date
     hereof, the "Carlyle Stock Purchase Agreement"),  by and among the Company,
     Mitchell D. Berman,  Max DeZara,  Ward P. Feste, Larry S. Loubet Trust, Jon
     Schultz  and  Larry  S.  Loubet,  prior to  giving  effect  to the  Earnout
     Restructuring  Agreement (as defined below) is $1,920,000.  The Company has
     delivered  to the  Agent a true  and  correct  copy of the  fully  executed
     agreement  (the  "Earnout  Restructuring  Agreement")  with  respect to the
     Carlyle Stock Purchase Agreement providing that (i) the aggregate amount of
     earnout payments required to be made by the Company pursuant to the Carlyle
     Stock  Purchase  Agreement  is  $1,920,000  and (ii) that such amount began
     repayment  commencing  in November  2001 with a payment of $800,000  and in
     monthly  principal  payments  thereafter not to exceed  $100,000 per month.
     Such agreement remains in full force and effect and has not been modified.

          (i) Capitalization. As of the date hereof and without giving effect to
     this  Agreement,  the authorized  capital stock of the Company  consists of
     20,000,000 shares of Common Stock, and 5,000,000 shares of preferred stock,
     $0.0001 par value per share,  of which 1,000 shares have been designated as
     the  Preferred  Stock  pursuant to the  Certificate  of  Designations.  The
     outstanding  capital  stock of the Company  consists  solely of  10,914,627
     shares of Common Stock and 1,000 shares of Preferred Stock.  Except for the
     Preferred  Stock,  options to  purchase  1,846,781  shares of Common  Stock
     issuable  under the Company's  employee  stock option plan and the Warrants
     issued pursuant to the First Limited Waiver (the "Warrants"),  there are no
     options,  warrants,  phantom  stock,  stock  appreciation  rights  or other
     securities  that are convertible  into capital stock of the Company.  As of
     each of  January  1, 2002 and April 1,  2002,  the book value of the Common
     Stock was $0.00 per share and, accordingly, pursuant to Section 6(b) of the
     Certificate  of  Designations,  as of January 2, 2002 and April 1, 2002 the

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     Preferred Stock was convertible into Common Stock at a per share Conversion
     Price of $2.75  and to  $1.00,  respectively,  subject  to the  receipt  of
     shareholder approval of an increase in the number of shares of Common Stock
     authorized  for issuance to permit the  conversion in full of the Preferred
     Stock.

Section 5. ACKNOWLEDGMENT AND CONSENT

          (a)  The  Company  hereby   ratifies  and  confirms  that  the  terms,
     provisions and conditions of the Indenture and the  Subordinated  Notes (as
     each is amended  hereby)  remain in full force and effect and the Indenture
     and the  Subordinated  Notes  are  enforceable  in  accordance  with  their
     respective terms.

          (b)  The  Company  hereby   ratifies  and  confirms  that  the  terms,
     provisions and conditions of the Certificate of Designations remain in full
     force and effect and such  Certificate  of  Designations  is enforceable in
     accordance with its terms.

          (c) The  Noteholders  hereby  acknowledge  that,  notwithstanding  the
     delivery of any information to the Trustee pursuant to Section 6(a) hereof,
     the Trustee's  obligations with respect to this Agreement shall be governed
     by Article VII of the Indenture.

          (d) The  Noteholders  hereby  consent to the granting of  registration
     rights to the Lenders pursuant to the Registration Rights Agreement entered
     into in connection with the Amended and Restated Credit Agreement.

Section 6. COVENANTS

          (a) In order to induce the Holders to enter into this Agreement, the
      Company hereby covenants and agrees that from the Effective Date through
      the Recap Amendment Termination Date:

               (i) Without the prior  written  consent of the Required  Holders,
          the Company shall not permit  Consolidated  EBITDA for the three-month
          period ended June 30, 2002, or any three-month period thereafter to be
          less than negative $100,000 as of the end of such three-month period.

               (ii) Without the prior written  consent of the Required  Holders,
          the Company  shall not permit  Consolidated  EBITDA for any period set
          forth below to be less than the amount set forth opposite such period:

                                                    Consolidated EBITDA
                                                    For Such Period Must
              Measured Period                         Not Be Less Than
              ---------------                         ----------------
     Three months ended June 30, 2002                      $450,000
     Six months ended September 30, 2002                 $1,575,000
     Nine months ended December 31, 2002                 $2,925,000
     Twelve months ended March 31, 2002                  $4,950,000


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               (iii) Without the prior written consent of the Required  Holders,
          the Company shall not permit Capital  Expenditures  for the portion of
          the  applicable  Fiscal Year ending on the  applicable  date set forth
          below to be greater than the amount set forth opposite such date:

                                           Maximum Consolidated YTD
     YTD Period Ended:                Capital Expenditures CannotExceed:
     -----------------                ----------------------------------
     June 30, 2002                                  $976,800
     September 30, 2002                           $1,256,200
     December 31, 2002                            $1,394,800
     March 31, 2003                                 $630,300
     June 30, 2003                                  $882,200


               (iv) Not later than the last  Business  Day of each Fiscal  Year,
          the Company shall deliver to the Trustee and each Holder a capital and
          operating  expense  budget (the "Budget") and  consolidated  financial
          projections   prepared   by   management   for  the  Company  and  its
          Subsidiaries  for the next Fiscal Year,  prepared in  accordance  with
          GAAP applied on a Consistent  Basis including  balance sheets,  income
          statements and statements of cash flows (to include separate forecasts
          for  Capital  Expenditures  by the  Company  and EBITDA by each direct
          Subsidiary of the Company) and a reasonably  detailed  explanation  of
          any underlying  assumptions with respect thereto, on a quarterly basis
          for the  current  Fiscal  Year  and on an  annual  basis  for the next
          succeeding two years;  provided,  however,  that if at any time during
          such next Fiscal Year,  management of the Company  determines that the
          financial  projections  no longer  accurately  reflect  the  projected
          financial  results  for  such  Fiscal  Year,  as soon as  practicable,
          provide to the Trustee and each Holder revised consolidated  forecasts
          for such Fiscal Year.

               (v) As soon as  practicable  and in any event within  twenty (20)
          days following the end of each Fiscal Month, the Company shall deliver
          to the Trustee and each Holder an accounts  receivable aging report in
          form and detail substantially similar to that furnished to the Holders
          prior to the Effective Date.

               (vi) As soon as  available,  and in any event not later  than the
          tenth  calendar  day  after the end of the month of June 2002 and each
          month  thereafter,  the Company  shall deliver to the Trustee and each
          Holder,   with  respect  to  such  preceding  month,   such  financial
          information and projections and reports described on Schedule 6(a)(vi)

                                       10
<PAGE>

          annexed hereto, prepared in a manner and in a form satisfactory to the
          Required  Holders,  together  with such  other  information  as may be
          reasonably  requested from time to time by the Trustee or the Required
          Holders (it being  understood  and agreed that the  delivery of any or
          all of such financial  information and projections shall not be deemed
          to be an amendment or other modification of the Budget).

               (vii) As soon as  available,  and in any event not later than the
          fifth  Business Day after the end of each month after the date hereof,
          the Company shall deliver to the Trustee and each Holder the financial
          reports described on Schedule 6(a)(vii) annexed hereto,  prepared in a
          manner and in a form  satisfactory  to the Required  Holders  together
          with such other  information as may be reasonably  requested from time
          to time by the Trustee or the  Required  Holders (it being  understood
          and  agreed  that  the  delivery  of  any or  all  of  such  financial
          information and projections  shall not be deemed to be an amendment or
          other modification of the Budget).

               (viii) As soon as practical and in any event within 30 days after
          the end of each  calendar  month,  the  Company  shall  deliver to the
          Trustee and each Holder (i)  consolidated  and  consolidating  balance
          sheets  of the  Company  and  its  Subsidiaries  as at the end of such
          month, and the related  consolidated and  consolidating  statements of
          income and stockholders' equity and related consolidated  statement of
          cash flows for such month in each case  setting  forth in  comparative
          form consolidated  figures from the consolidated  statements of income
          and stockholders'  equity for the corresponding month of the preceding
          Fiscal  Year  and  accompanied  by  a  certificate  of  an  Authorized
          Representative  to the effect that such financial  statements  present
          fairly the financial  position of the Company and its  Subsidiaries as
          of the end of such month and the results of their  operations  and the
          changes in their financial position for such month, in conformity with
          the  standards  set forth in GAAP with  respect to  interim  financial
          statements,  and (ii) a certificate  of an  Authorized  Representative
          containing  computations for such month, and if such month is the last
          month of a Fiscal Quarter,  for such Fiscal Quarter comparable to that
          required  pursuant  to  Section   4.08(a)(ii)  of  the  Indenture  and
          demonstrating  compliance with Sections  6(a)(i)(ii) and (iii) hereof,
          as applicable.

               (ix)  Promptly  upon  receipt,  the Company  shall deliver to the
          Trustee and each Holder copies of all written  proposals and summaries
          of all  oral  proposals  from  time to  time  received  regarding  the
          purchase of assets of Company or its  Subsidiaries,  or refinancing of
          the Obligations (as defined in the Credit Agreement),  and the Trustee
          and the Holders shall have access to the  personnel of the  investment
          bank or  intermediary  working  for or on  behalf  of the  Company  to
          discuss,  among other things,  the status of Company's efforts to sell
          assets or refinance the Obligations.

                                       11
<PAGE>

               (x)  Promptly,  from time to time,  the Company  shall deliver or
          cause to be  delivered  to the  Trustee  and each  Holder  such  other
          information  regarding the Company's and any Subsidiary's  operations,
          business affairs and financial condition as the Trustee or such Holder
          may reasonably request.

               (xi) The  Company  shall  permit,  from time to time,  any person
          designated  by the  Trustee or any Holder to visit and  inspect any of
          the properties,  corporate books and financial  reports of the Company
          or any  Subsidiary  and to discuss its affairs,  finances and accounts
          with  its  principal   officers  and  independent   certified   public
          accountants,  and to audit controls and systems of the Company and the
          Guarantors,  all at reasonable times, and with reasonable prior notice
          to the Company and at the expense of the  Company;  provided  however,
          following the occurrence and during the continuation of any Default or
          Event of  Default,  such visits or  inspections  at the expense of the
          Company shall be  unlimited.  The Company  shall,  and shall cause its
          Subsidiaries  to, cooperate with and give full and complete access and
          make  available  to the Trustee  and the Holders and their  respective
          representatives  retained  from time to time,  on a daily  basis,  the
          books  and  records  of the  Company  and its  Subsidiaries  and other
          information  relating  to the  business  or  financial  affairs of the
          Company  and  its   Subsidiaries   (including,   without   limitation,
          agreements and documents  pertaining to any  receivables or payables),
          and the operating management of the Company and its Subsidiaries shall
          meet,  upon  request,  with  the  Trustee  or  any  Holder  and  their
          respective   representatives  to  discuss,  among  other  things,  the
          financial and operating  performance and business plans of the Company
          and  its  Subsidiaries.   The  Company  shall,  and  shall  cause  its
          Subsidiaries   to,  give  full  and  complete  access  to  such  other
          information  as  the  Trustee  or  any  Holder  or  their   respective
          representatives  may  reasonably  request from time to time, and shall
          cooperate and consult with, and provide to the Trustee and the Holders
          and such  representatives  all such information.  Without limiting the
          generality of the foregoing,  the Company  shall,  and shall cause its
          Subsidiaries  to,  permit the  Trustee,  the  Holders and any of their
          respective auditors,  examiners,  consultants or other representatives
          from  time to  time,  in the sole  discretion  of the  Trustee  or the
          Holders (which,  in any event,  may be at least once every 60 days, to
          conduct   audits   and   reviews,   including,   without   limitation,
          verification,  inspection  and  examination  of the accounts  payable,
          controls and systems of the Company and its Subsidiaries,  at the sole
          cost and expense of the Company and which costs and expenses  shall be
          deemed  "Obligations" under the Indenture and shall be reimbursable on
          demand.

               (xii) The  Company  shall  not make any  Restricted  Payment  (as
          defined in the Indenture).

                                       12
<PAGE>

                  (xiii) As promptly as possible, the Company shall take all
            actions reasonably necessary to obtain the Common Stockholder
            Approval. The Company shall provide the Holders with at least ten
            (10) Business Days prior written notice of the record date with
            respect to the stockholder meeting at which the Common Stockholder
            Approval shall be sought. The Company shall file with the SEC the
            proxy statement to be distributed in connection with the Common
            Stockholder Approval (the "Proxy Statement") no later than May 15,
            2002. The stockholder meeting at which the Common Stockholder
            Approval shall be sought will be held no later than July 15, 2002;
            provided, however, that the foregoing deadline shall be extended by
            one day for each day that the period of time during which the SEC
            reviews the Proxy Statement exceeds 30 days. The Company shall
            deliver to the Holders, at least five (5) Business Days prior to the
            filing thereof and no more than two (2) Business Days after the
            filing thereof, copies of all filings made with the SEC with respect
            to the Common Stockholder Approval and, no more than two (2)
            Business Days after receipt thereof, copies of all correspondence
            received by the Company with respect to such filings.

               (xiv)  Within  five (5) days of the Recap  Amendment  Termination
          Date, the Company shall pay to the Holders a  restructuring  fee in an
          aggregate amount equal to the product of (a) 0.50% and (b) all amounts
          then  owing  on  the  Subordinated  Notes  and  the  Preferred  Stock,
          including  (without  limitation)  the  principal  and any  accrued and
          unpaid  interest  on  the   Subordinated   Notes,  and  the  aggregate
          liquidation  preference of, and any accrued and unpaid  dividends,  on
          the Preferred Stock.

               (xv) Without the prior written  consent of the Required  Holders,
          the Company shall not enter into,  with any  executive  officer of the
          Company,   any  agreement,   plan  or  other   arrangement   regarding
          compensation  that is on terms and  conditions  more favorable to such
          officer than those set forth on Exhibit D hereto.

               (xvi)  Neither  the  Company  nor any of its  Subsidiaries  shall
          transfer cash or other assets (by means of loan,  equity  contribution
          or  otherwise)  to its  affiliated  operations  in Hong  Kong,  Tokyo,
          Singapore  or Sydney,  Australia  at any time  after  such  operations
          report  EBITDA  negative by $550,000 or more for any period  after the
          Effective Date.

          (b) In order to induce  the other  parties  hereto to enter  into this
     Agreement,  each Stockholder,  severally and not jointly,  hereby covenants
     and agrees as follows:

               (i) Prior to the record date with respect to the meeting at which
          Common Stockholder Approval is sought, such Stockholder shall exercise
          its   Warrants  in  full  through   surrender   of  Preferred   Stock,

                                       13
<PAGE>

          Subordinated  Notes and/or any in any other manner permitted under the
          terms of the  Warrants  and will vote all shares of Common Stock owned
          by it in favor of the Common Stockholder Approval.

               (ii) In connection with the execution of the Amended and Restated
          Credit  Agreement,  600,000 of the shares of Common Stock reserved for
          issuance upon the conversion of the Preferred Stock have been released
          from such reservation in order to facilitate the exercise, in part, of
          the  warrants  granted to the  Lenders  pursuant  to the  Amended  and
          Restated Credit  Agreement (the "Senior Lender Reserved  Shares") and,
          until the Common  Stockholder  Approval is  obtained  or the  warrants
          issued  to  the  Lenders  are  otherwise  no  longer  outstanding,  no
          Stockholder shall convert shares of Preferred Stock to the extent that
          such conversion would require the issuance of any of the Senior Lender
          Reserved Shares.

Section 7. RELEASE

     The  Company,   on  behalf  of  itself,   and  each  of  its   Subsidiaries
(collectively,  the "Releasors") hereby releases,  remises,  acquits and forever
discharges  the  Trustee,  each  Stockholder,   Noteholder  and  each  of  their
respective   employees,   agents,   representatives,   consultants,   attorneys,
fiduciaries,  servants, officers, directors, partners, predecessors,  successors
and assigns,  subsidiary  corporations,  parent corporations,  related corporate
divisions, participants and assigns (all of the foregoing hereinafter called the
"Released Parties"),  from any and all actions and causes of action,  judgments,
executions,  suits, debts, claims, demands, liabilities,  obligations,  setoffs,
recoupments,  counterclaims,  defenses,  damages  and  expenses of any and every
character, known or unknown,  suspected or unsuspected,  direct and/or indirect,
at law or in  equity,  of  whatsoever  kind or  nature,  whether  heretofore  to
hereafter  arising,  for or  because of any  matter or things  done,  omitted or
suffered to be done by any of the Released  Parties  prior to and  including the
date of execution hereof,  and in any way directly or indirectly  arising out of
or in any way connected to this Agreement, the Indenture, the Preferred Stock or
the administration or enforcement of any of such documents (all of the foregoing
hereinafter called the "Released Matter").  Each Releasor  acknowledges that the
agreements in this Section 7 are intended to be in full  satisfaction  of all or
any alleged injuries or damages suffered or incurred by such Releasor arising in
connection  with the Released  Matters and  constitute a complete  waiver of any
right of setoff or recoupment,  counterclaim or defense of any nature whatsoever
which arose prior the Amendment  Effective  Date.  Each Releasor  represents and
warrants  that it has no  knowledge  of any  claim by it  against  the  Released
Parties or of any facts,  or acts or omissions of the Released  Parties which on
the date  hereof  would be the  basis of a claim by the  Releasors  against  the
Released  Parties which is not released  hereby.  Each Releasor  represents  and
warrants  that it has not  purported  to transfer,  assign,  pledge or otherwise
convey any of its rights,  title or interest in any Released Matter to any other
person or entity and that the foregoing  constitutes a full and complete release
of all  Released  Matters.  Releasors  have granted  this  release  freely,  and
voluntarily and without duress.

                                       14
<PAGE>

Section 8. MISCELLANEOUS

          (a) Effect on the Indenture and  Certificate  of  Designations  of the
     Preferred  Stock.  Except as  specifically  set forth in Section 1(a),  the
     execution,  delivery and performance of this Agreement shall not constitute
     a waiver of any provision of, or operate as a waiver of any right, power or
     remedy,  or be construed  as a consent,  approval or  authorization  of the
     Trustee or any Noteholder under, the Indenture or any Stockholder under the
     Certificate of Designations. If the Company shall breach or otherwise be in
     default   of  or  in   non-compliance   with   any   covenant,   agreement,
     representation,  warranty or other provision contained herein, such breach,
     default or noncompliance shall be deemed an "Event of Default" for purposes
     hereof and under the Indenture and the Certificate of Designations.

          (b)  Severability.  In case any provision in or obligation  under this
     Agreement shall be invalid,  illegal or unenforceable in any  jurisdiction,
     the validity,  legality and  enforceability of the remaining  provisions or
     obligations,  or of such provision or obligation in any other jurisdiction,
     shall not in any way be affected or impaired thereby.

          (c) Headings.  Section and  subsection  headings in this Agreement are
     included  herein for convenience of reference only and shall not constitute
     a part of this Agreement for any other purpose or be given any  substantive
     effect.

          (d) Applicable  Law. THIS AGREEMENT AND THE RIGHTS AND  OBLIGATIONS OF
     THE PARTIES  HEREUNDER  SHALL BE GOVERNED  BY, AND SHALL BE  CONSTRUED  AND
     ENFORCED IN  ACCORDANCE  WITH,  THE INTERNAL  LAWS OF THE STATE OF NEW YORK
     (INCLUDING  WITHOUTH  LIMITATION SECTION 5-1401 OF THE GENERAL  OBLIGATIONS
     LAW OF THE  STATE  OF NEW  YORK),  WITHOUT  REGARD  TO  CONFLICTS  OF  LAWS
     PRINCIPLES.

          (e) Waiver of Jury Trial and  Consequential  and Special Damages.  (i)
     EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE
     RIGHTS  TO A JURY  TRIAL OF ANY  CLAIM OR CAUSE  OF  ACTION  BASED  UPON OR
     ARISING OUT OF THIS  AGREEMENT  OR ANY OF THE OTHER LOAN  DOCUMENTS  OR ANY
     DEALINGS  BETWEEN THEM RELATING TO THE SUBJECT  MATTER OF THIS AGREEMNT AND
     (ii) THE  BOROWER  WAIVES ANY CLAIM  AGAINST THE TRUSTEE OR THE HOLDERS FOR
     CONSEQUENTIAL   OR  SPECIAL  DAMAGES   RESPECTING  THIS  AGREEMENT  OR  THE
     TRANSACTIONS CONTEMPATED HEREUNDER. The scope of this waiver is intended to
     be all  encompassing of any and all disputes that may be filed in any court
     and that  relate  to the  subject  matter  of this  transaction,  including
     contract  claims,  tort claims,  breach of duty claims and all other common
     law and statutory claims.  Each party hereto  acknowledges that this waiver
     is a material inducement to enter into a business  relationship,  that each
     has already relied on this waiver in entering into this Agreement, and that

                                       15
<PAGE>

     each will continue to rely on this waiver in their related future dealings.
     Each party hereto further warrants and represents that it has reviewed this
     waiver with its legal counsel and that it knowingly and voluntarily  waives
     its jury trial  rights  following  consultation  with legal  counsel.  THIS
     WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR
     IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO
     THIS SECTION 8(e)). In the event of litigation, this Agreement may be filed
     as a written consent to a trial by the court.

          (f) No Third  Party  Beneficiaries.  No Person  other than the parties
     hereto and with respect to Section 7 hereof, the Released Parties, shall be
     entitled  to claim any right or benefit  under this  Agreement,  including,
     without limitation, the status of third party beneficiary of this Agreement
     and nothing in this  Agreement,  express or implied,  is intended to confer
     upon any other Person any rights or remedies of any nature whatsoever under
     or by reason of this Agreement.

          (g) No Commitments for Additional  Waivers;  Legal Advice. The Company
     acknowledges  and affirms  that,  except as expressly  set forth in Section
     1(a), the Trustee and the Holders are not committing or offering any waiver
     or any other accommodations of any nature whatsoever and the Company agrees
     to conduct its affairs accordingly.  Without limiting the generality of the
     foregoing,  the Company  will not claim that any prior  action or course of
     conduct by the Trustee or any Holder constitutes an agreement or obligation
     to continue  such  action or course of conduct in the  future.  The Company
     acknowledges  that the Trustee and the Holders have no  commitment to grant
     any other waiver or accommodation to the Company.

          The Company  represents  to the Holders  that it has entered into this
     Agreement freely and voluntarily,  without  coercion,  duress,  distress or
     undue  influence and that it has received  legal advice from counsel of its
     choice in  connection  with the  negotiation,  drafting,  meaning and legal
     significance  of this  Agreement  and that it is  satisfied  with its legal
     counsel  and the advice  received  from it.  Should any  provision  of this
     Agreement  require  judicial  interpretation,  it is  agreed  that a  court
     interpreting or construing the same shall not apply a presumption  that the
     terms hereof or thereof shall be more strictly  construed against any party
     by reason of the rule of  construction  that a document is to be  construed
     more  strictly  against the party who itself or through its agent  prepared
     the same.

          (h)  Integration.  This Agreement sets forth the entire  understanding
     and  agreement  of the parties  hereto in  relation  to the subject  matter
     hereof and  supersedes  any prior  negotiations  and  agreements  among the
     parties   relative  to  such  subject   matter.   No  promise,   condition,
     representation or warranty,  express or implied, not herein set forth shall
     bind any party hereto,  and not one of them has relied on any such promise,
     condition,   representation  or  warranty.   Each  of  the  parties  hereto
     acknowledges that, except as in this Agreement  otherwise expressly stated,
     no  representations,  warranties or commitments,  express or implied,  have

                                       16
<PAGE>

     been made by any party to the  other.  None of the terms or  conditions  of
     this  Agreement  may be changed,  modified,  waived or  canceled  orally or
     otherwise, except as provided in the Indenture.

          (i) Survival. All representations,  warranties, covenants, agreements,
     undertakings and waivers of the Company  contained herein shall survive and
     be applicable until the payment in full in cash of all of the Obligations.

          (j) Counterparts; Effectiveness. This Agreement may be executed in any
     number  of  counterparts  and  by  different  parties  hereto  in  separate
     counterparts,  each of which when so executed and delivered shall be deemed
     an original,  but all such  counterparts  together shall constitute but one
     and the same  instrument;  signature  pages may be detached  from  multiple
     separate  counterparts  and  attached to a single  counterpart  so that all
     signature pages are physically attached to the same document.

          (k) Stockholders. Any reference herein to approval by, or notice from,
     the Stockholders  shall mean the approval of the Stockholders in the manner
     contemplated by Section 11(a) of the Certificate of Designations.

          (l) Further  Assurances.  Each party hereto shall perform such further
     acts and execute such further documents as may be required to carry out the
     intent and/or provisions of this Agreement and the Governing Documents.


                                       17
<PAGE>



     IN WITNESS WHEREOF, the parties hereto have cause this Amendment to be duly
executed and delivered by their respective officers thereunto duly authorized as
of the date first written above.

                                      HEADWAY CORPORATE RESOURCES, INC.

                                      By: /s/


GARMARK PARTNERS, L.P.                BANC OF AMERICA
                                      SECURITIES LLC, successor in
                                      interest to Nationsbanc Montgomery
By: /s/                               Securities, LLC

                                      By: /s/


MOORE GLOBAL INVESTMENT, LTD.         REMINGTON INVESTMENT
                                      STRATEGIES, L.P.
By: /s/
                                      By: /s/

STATE STREET BANK AND TRUST COMPANY,
N.A., as Trustee

By: /s/



                                       18