Exhibit 4.10
Form 10-K 2001, Amendment No. 1
Headway Corporate Resources, Inc.
File No. 1-16025

                                VOTING AGREEMENT

     VOTING  AGREEMENT,  dated as of April 18, 2002 (this  "Agreement"),  by and
among Headway Corporate Resources, Inc., a Delaware corporation (the "Company"),
the  holders  of the  Company's  Series G  Convertible  Preferred  Stock who are
signatories  hereto  (the  "Preferred  Stockholders")  and  the  holders  of the
Company's  common stock who are signatories  hereto (the "Common  Stockholders")
for their mutual  benefit and for the benefit of Bank of America,  N.A.,  in its
capacity as agent for the Lenders (as defined below).

                                R E C I T A L S:

     WHEREAS, the Company, the Preferred  Stockholders and State Street Bank and
Trust  Company,  N.A.  (the  "Trustee")  have entered  into that certain  Second
Limited  Waiver  dated as of the  date  hereof  (the  "Second  Limited  Waiver")
relating  to that  certain  Indenture  dated as of March 19,  1998,  as amended,
modified,  supplemented  or  restated  on or prior to the  date  hereof,  by and
between the Company and the Trustee  (capitalized  terms used and not  otherwise
defined herein shall have the respective meanings ascribed to them in the Second
Limited Waiver);

     WHEREAS,  the Company,  the Agent and the Lenders (as defined  therein) are
parties to that certain  Amended and Restated  Credit  Agreement dated as of the
date hereof (the "Amended and Restated Credit Agreement");

     WHEREAS,  the Common  Stockholders own  beneficially and of record,  in the
aggregate, 3,569,962 shares of the common stock, par value $.0001 per share (the
"Common  Stock"),  of the Company (for purposes of this  Agreement,  "beneficial
ownership"  shall have the meaning  ascribed to such term in Regulation 13d-3 of
the Securities Exchange Act of 1934, as amended); and

     WHEREAS,  it is a  condition  to the  effectiveness  of the Second  Limited
Waiver that each of the Common Stockholders enter into this Agreement.

     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
and agreements set forth herein, and for other good and valuable  consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

     1). Voting.  Each of the Common Stockholders agrees to vote, or cause to be
voted, all shares of Common Stock beneficially owned by such Common Stockholder,
including,  without limitation,  that number of shares of Common Stock set forth
opposite such Common  Stockholder's  name on Schedule A annexed hereto,  and all
other  shares of Common  Stock or other  voting  securities  of the Company with
respect to which such Common  Stockholder  has the  ability to  exercise  voting


<PAGE>

discretion,  for the approval of Common Stockholder  Approval (as defined in the
Second Limited Waiver) and any other action  reasonably  necessary in connection
therewith.

     2). Term.  This Agreement  shall terminate upon the approval of the matters
set forth in Section 1 above.

     3). Representations, Warranties and Covenants.

          (a) Each of the Common Stockholders hereby, severally and not jointly,
     represents and warrants as follows:

               (i) Except as otherwise  disclosed to the Preferred  Stockholders
          in a writing  contemporaneously  delivered herewith,  and specifically
          referencing this Agreement,  such Common Stockholder has the exclusive
          right to vote the  shares of Common  Stock  set  forth on  Schedule  A
          hereto,  free  and  clear  of  all  liens,  charges  and  encumbrances
          whatsoever. Except as set forth on Schedule A, such Common Stockholder
          does not  beneficially  own any shares of Common Stock or other voting
          securities of the Company.

               (ii)  Such  Common   Stockholder  has  all  necessary  power  and
          authority to execute and deliver this  Agreement and to consummate the
          transactions  contemplated  hereby. The execution and delivery of this
          Agreement and the consummation of the transactions contemplated hereby
          have been duly authorized by all necessary  action on the part of such
          Common  Stockholder.   This  Agreement  has  been  duly  executed  and
          delivered by such  Stockholder and  constitutes  the legal,  valid and
          binding  obligation  of such  Stockholder,  enforceable  against  such
          Stockholder in accordance with its terms.

               (iii) No consent,  approval,  order or authorization of any third
          party (including any federal,  state or local governmental  authority)
          is required by or with respect to such Common  Stockholder  to validly
          execute and deliver this Agreement and to consummate the  transactions
          contemplated hereby.

          (b) Each of the Common  Stockholders agrees that, until this Agreement
     has been  terminated,  such  Common  Stockholder  will not sell,  transfer,
     assign or  otherwise  dispose  of any of  his/its  shares of Common  Stock,
     unless the proposed  transferee of such shares agrees to become a signatory
     to this  Agreement,  or take any other action that would impair,  hinder or
     adversely affect his/its ability to perform his/its obligations hereunder.

     4). Further  Assurances.  Each party hereto shall perform such further acts
and  execute  such  further  documents  as may be  required  to  carry  out  the
provisions of this Agreement.

     5).  Assignment.  This  Agreement  shall be  binding  upon and inure to the
benefit of the parties hereto and the Agent and their respective heirs, personal
representatives, successors and assigns.

                                       2
<PAGE>

     6). Specific  Performance.  The parties agree that irreparable damage would
occur  in the  event  that  any of the  provisions  of this  Agreement  were not
performed in accordance with their specific terms or were otherwise breached. It
is  accordingly  agreed that each party shall be  entitled to an  injunction  or
injunctions   to  prevent  any  breaches  of  this   Agreement  and  to  enforce
specifically  the terms and  provisions  hereof or  thereof  in any court of the
United States or any state thereof having  jurisdiction,  this being in addition
to any other  remedy to which  he/it is  entitled  at law or in equity,  and the
parties hereto waive any  requirement to post any bond as a condition to seeking
or obtaining equitable relief.

     7). Notices. Any notice,  demand,  request,  waiver, or other communication
under  this  Agreement  shall be in  writing  (including  facsimile  or  similar
writing)  and shall be deemed to have been duly given (a) on the date of service
if personally  served, (b) 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,  (c) on the next  day  after  sending,  if sent by
overnight service, or (d) on the date sent if sent by facsimile,  to the parties
at the  following  addresses  or  facsimile  numbers with a copy sent by mail as
aforesaid on the same date (or at such other  address or facsimile  number for a
party as shall be specified by like notice):

                  If to the Company:

                        Headway Corporate Resources, Inc.
                        317 Madison Avenue, 3rd Floor
                        New York, NY 10022
                        Attention: Ms. Philicia G. Levinson,
                        Senior Vice President and Chief Financial
                        Officer
                        Fax:  (212) 672-6699

                        with a copy to:

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

                        and:

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

                                       3
<PAGE>

     If to the Agent,  to its address as set forth in the  Amended and  Restated
Credit Agreement.

     If to  any  Common  Stockholder  or  Preferred  Stockholder,  at his or its
address as set forth in the records of the Company.

     8).  Severability.  In the  event  that  any one or more of the  provisions
contained in this Agreement shall for any reason be held to be invalid,  illegal
or  unenforceable  in any  respect,  in whole or in part,  the  validity  of the
remaining  provisions  shall not be affected  and the  remaining  portion of any
provision  held to be  invalid,  illegal  or  unenforceable  shall  in no way be
affected, prejudiced or disturbed thereby.

     9). 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.

     10).  Governing Law. This Agreement shall be construed in accordance  with,
and  governed  by, the internal  laws of the State of New York,  without  giving
effect to the principles of conflict of laws thereof.  Any legal action, suit or
proceeding arising out of or relating to this Agreement may be instituted in any
state or federal court located within the County of New York, State of New York,
and each party hereto agrees not to assert, by way of motion,  as a defense,  or
otherwise,  in any such  action,  suit or  proceeding,  any claim that it is not
subject  personally to the  jurisdiction  of such court or that such court is an
inconvenient forum, that the venue of the action, suit or proceeding is improper
or that this Agreement or the subject matter hereof may not be enforced in or by
such court. Each party hereto further irrevocably submits to the jurisdiction of
any such court in any such action, suit or proceeding.

     11.) Agent Intended Third Party  Beneficiary.  The parties hereto expressly
acknowledge  and agree that  Lenders  have  relied  upon the  execution  of this
Agreement  as a  material  inducement  to their  execution  of the  Amended  and
Restated Credit  Agreement,  and the parties further  acknowledge and agree that
execution of such agreement by the Lenders is of material benefit to the parties
hereto.  Accordingly,  it is  expressly  agreed  that the Agent shall be a third
party beneficiary of this Agreement, entitled to enforce this Agreement, for the
benefit of the  Lenders,  in the same  manner and to the same extent as if Agent
were a signatory  to this  Agreement  having  performed  all of its  obligations
hereunder. However, the parties hereto agree that Agent has no obligations under
this Agreement.

                   [Remainder of page intentionally left blank.]

                                       4
<PAGE>


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

                                     HEADWAY CORPORATE RESOURCES, INC.


                                     By: /s/

PREFERRED STOCKHOLDERS:

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

                                     By: /s/


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


                                     AGENT:

                                     BANK OF AMERICA, N.A.

                                     By: /s/


                                     COMMON STOCKHOLDERS:

                                     /s/ Gary S. Goldstein


                                     /s/ Barry S. Roseman

                                       5
<PAGE>

                                     /s/ G. Chris Andersen


                                     /s/ Ehud D. Laska


                                     /s/ Richard B. Salomon


                                     /s/ Alicia Lazaro


                                     /s/ Philicia G. Levinson








                                       6
<PAGE>


                                   SCHEDULE A




                                           NUMBER OF SHARES OF
                 NAME                         COMMON STOCK
          --------------------             -------------------
          Gary S. Goldstein                    1,709,005

          Barry S. Roseman                       383,629

          G. Chris Andersen                      956,965

          Ehud D. Laska                           84,580

          Richard B. Salomon                      54,965

          Alicia Lazaro                          314,197

          Philicia G. Levinson                    66,621


                                       7