0001047469-04-025646 Sample Contracts

Mr. John McLaughlin Dear John:
Monster Worldwide Inc • August 6th, 2004 • Services-advertising agencies

The letter agreement between you and Monster Worldwide, Inc. dated September 24, 2002, as amended by the letter dated April 1, 2003 (collectively, the “Letter Agreement”), is hereby amended as follows:

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Michael Sileck Dear Mike:
Letter Agreement • August 6th, 2004 • Monster Worldwide Inc • Services-advertising agencies

The letter agreement between you and Monster Worldwide, Inc. dated September 11, 2002, (the “Letter Agreement”), is hereby amended as follows:

TMP WORLDWIDE INC. 622 THIRD AVENUE NEW YORK, NY 10017
Monster Worldwide Inc • August 6th, 2004 • Services-advertising agencies

This will confirm our understanding and agreement with respect to your taking the position of Global Director, Search and Selection, of TMP Worldwide Inc. (the “Company”). You and the Company hereby agree as follows:

AMENDMENT NO. 4 TO SECURED REVOLVING CREDIT AGREEMENT
Credit Agreement • August 6th, 2004 • Monster Worldwide Inc • Services-advertising agencies • New York

THIS AMENDMENT NO. 4 (this “Amendment”) to the SECURED REVOLVING CREDIT AGREEMENT among MONSTER WORLDWIDE, INC., a Delaware corporation (“Monster Worldwide”), TMP WORLDWIDE LIMITED (“TMPWL”), an indirect wholly owned subsidiary of Monster Worldwide organized under the laws of the United Kingdom, BARTLETT SCOTT EDGAR LIMITED (“BSEL”, together with TMPWL, the “UK Borrowers”), an indirect wholly owned subsidiary of Monster Worldwide organized under the laws of the United Kingdom, the other “Subsidiary Borrowers” party from time to time thereto (each a “Borrower,” collectively the “Borrowers”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), FLEET NATIONAL BANK, as sole lead arranger and as administrative agent (in such capacity, the “Administrative Agent”), THE ROYAL BANK OF SCOTLAND PLC, as syndication agent, and LASALLE BANK NATIONAL ASSOCIATION, as documentation agent.

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