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Employment Agreement [Amendment No. 1] - TMP Worldwide Inc. and James J. Treacy

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          TMP Worldwide Inc. ("TMPW") and James J. Treacy ("Treacy") are parties
to an Employment Agreement, dated November 18, 1996 (the "Employment
Agreement"), and by virtue of this Amendment No. 1 to Employment Agreement (the 
"Amendment Agreement"), are modifying certain terms of the Employment Agreement,
which amendments are effective as of September 14, 1998.

          The parties hereby agree as follows:

               1.   The first sentence of Section 1 of the Agreement is hereby
          amended to read in its entirety as follows:

               "TMPW shall employ Treacy and Treacy agrees to
               serve as Chief Operating Officer and Executive
               Vice President - Finance and Strategy".

               2.   All references to "President" throughout the Agreement
          (other than those preceded by "Vice") are hereby amended to read
          "Chief Executive Officer".

               3.   The first sentence of Section 3 of the Employment Agreement
          is hereby amended to read in its entirety as follows:

               "TMPW shall pay Treacy, as compensation for
               services performed, an annual salary at the rate
               of $275,000 and, in addition, commencing in
               calendar year 1999 Treacy may be entitled to a
               maximum annual bonus of up to an aggregate of 25%
               of his annual salary on the basis of goals and
               criteria determined by the Chief Executive Officer
               of TMPW, pro rated for periods of less than a full
               calendar year, it being understood, that (i) the
               bonus shall be payable promptly after the calendar
               year to which it relates and (ii) for calendar
               1998 and for each full calendar thereafter during
               the term of this agreement, Treacy shall be
               provided an annual minimum bonus of at least
               $35,000, pro rated for periods of less than a full
               calendar year."


          4.   The Employment Agreement, as amended by this Amendment Agreement,
is hereby ratified and confirmed and remains in full force and effect.

          The parties hereto have executed this Amendment Agreement on October
          21, 1998.

                                   TMP WORLDWIDE INC.

                                   By:  /s/ Andrew J. McKelvey
                                       By: Andrew J. McKelvey
                                       Title: CEO

                                      /s/ James J. Treacy
                                       James J. Treacy