<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 11, 2001
                                                      REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                            ------------------------
 
                                    FORM S-1
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                              CROSS COUNTRY, INC.
             (Exact name of registrant as specified in its charter)
 

<TABLE>
<S>                                             <C>                                         <C>
           DELAWARE                                        7363                                       13-4066229
(State or other jurisdiction of                      (Primary Standard                             (I.R.S. Employer
incorporation or organization)                          Industrial                              Identification Number)
                                                Classification Code Number)
</TABLE>

 
                        6551 PARK OF COMMERCE BLVD, N.W.
                                   SUITE 200
                              BOCA RATON, FL 33487
                                 (561) 998-2232
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
 
                         ------------------------------
 
                               JOSEPH A. BOSHART
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              CROSS COUNTRY, INC.
                        6551 PARK OF COMMERCE BLVD, N.W.
                                   SUITE 200
                              BOCA RATON, FL 33487
                                 (561) 998-2232
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
 
                         ------------------------------
 
                          COPIES OF COMMUNICATIONS TO:
 

<TABLE>
<S>                                                     <C>
              JULIE M. ALLEN, ESQ.                                   MICHAEL W. BLAIR, ESQ.
               PROSKAUER ROSE LLP                                     DEBEVOISE & PLIMPTON
                 1585 BROADWAY                                          875 THIRD AVENUE
         NEW YORK, NEW YORK 10036-8299                              NEW YORK, NEW YORK 10022
                 (212) 969-3000                                          (212) 909-6000
</TABLE>

 
                         ------------------------------
 
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:  As soon as
practicable after the effective date of this registration statement.
 
    If any securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act, check
the following box. / /
 
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / __________________
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / __________________
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / __________________
 
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
 
                        CALCULATION OF REGISTRATION FEE
 

<TABLE>
<CAPTION>
                                                                      PROPOSED
                   TITLE OF EACH CLASS OF                        MAXIMUM AGGREGATE             AMOUNT OF
                SECURITIES TO BE REGISTERED                      OFFERING PRICE(1)          REGISTRATION FEE
<S>                                                           <C>                       <C>
Common Stock, par value $.01 per share......................        $143,750,000                $35,938
</TABLE>

 
(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
 
                         ------------------------------
 
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>
                                EXPLANATORY NOTE
 
    This registration statement contains two separate prospectuses. The first
prospectus relates to a public offering in the United States and Canada of an
aggregate of       shares of common stock. The second prospectus relates to a
concurrent offering outside the United States and Canada of an aggregate of
      shares of common stock. The prospectuses for each of the U.S. offering and
the international offering will be identical with the exception of an alternate
front cover page, an alternate back cover page, and an alternate "Underwriting"
section for the international offering. These alternate pages appear in this
registration statement immediately following the complete prospectus for the
U.S. offering.

<PAGE>
                             SUBJECT TO COMPLETION
                   PRELIMINARY PROSPECTUS DATED JULY 11, 2001
 
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

<PAGE>
PROSPECTUS
 
                                     SHARES
 
                                     [LOGO]
                              CROSS COUNTRY, INC.
 
                                  COMMON STOCK
 
                               ------------------
 
    This is Cross Country, Inc.'s initial public offering. We are selling all of
the shares. The U.S. underwriters are offering       shares in the U.S. and
Canada and the international managers are offering       shares outside the U.S.
and Canada.
 
    We expect the public offering price to be between $         and $
per share. Currently, no public market exists for the shares. After pricing of
the offering, we expect that the shares will be quoted on the Nasdaq National
Market under the symbol CCRN.
 
    INVESTING IN THE COMMON STOCK INVOLVES RISKS WHICH ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 9 OF THIS PROSPECTUS.
 
                            ------------------------
 

<TABLE>
<CAPTION>
                                                              PER SHARE    TOTAL
                                                              ---------   --------
<S>                                                           <C>         <C>
Public offering price.......................................      $          $
Underwriting discount.......................................      $          $
Proceeds, before expenses, to Cross Country, Inc............      $          $
</TABLE>

 
    The U.S. underwriters may also purchase up to an additional       shares
from us at the public offering price, less the underwriting discount, within
30 days from the date of this prospectus to cover over-allotments. The
international managers may similarly purchase up to an additional       shares
from us.
 
    Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
 
    The shares will be ready for delivery on or about       , 2001.
 
                            ------------------------
 
MERRILL LYNCH & CO.                                         SALOMON SMITH BARNEY
 
BANC OF AMERICA SECURITIES LLC
 
                    ROBINSON-HUMPHREY
 
                                        CIBC WORLD MARKETS
 
                            ------------------------
 
                  The date of this prospectus is       , 2001.

<PAGE>
    [DESCRIPTION OF INSIDE FRONT COVER ARTWORK TO BE PROVIDED BY AMENDMENT.]

<PAGE>
                               TABLE OF CONTENTS
 

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
Prospectus Summary..........................................      1
Risk Factors................................................      9
Special Note Regarding Forward-Looking Statements...........     14
Use of Proceeds.............................................     15
Dividend Policy.............................................     15
Capitalization..............................................     16
Dilution....................................................     17
Selected Consolidated Financial and Other Data..............     18
Unaudited Pro Forma Condensed Consolidated Statement of
  Operations................................................     22
Management's Discussion and Analysis of Financial Condition
  and Results of Operations.................................     25
Business of Cross Country, Inc..............................     36
Management..................................................     45
Related Party Transactions..................................     50
Principal Stockholders......................................     51
Description of Capital Stock................................     53
Shares Eligible for Future Sale.............................     55
United States Federal Tax Considerations for Non-United
  States Holders............................................     57
Underwriting................................................     60
Legal Matters...............................................     65
Experts.....................................................     65
Where You Can Find More Information.........................     65
</TABLE>

 
                            ------------------------
 
    You should rely on only the information contained in this prospectus. We
have not, and the underwriters have not, authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus is accurate only as of the date of
the front cover of this prospectus or other date stated in this prospectus. Our
business, financial condition, results of operations and prospects may have
changed since that date.

<PAGE>
                               PROSPECTUS SUMMARY
 
    THE FOLLOWING SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS
PROSPECTUS. IT IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT
YOU SHOULD CONSIDER BEFORE INVESTING IN OUR COMMON STOCK. YOU SHOULD READ THE
ENTIRE PROSPECTUS CAREFULLY, ESPECIALLY THE RISKS OF INVESTING IN OUR COMMON
STOCK DISCUSSED UNDER RISK FACTORS AND OUR CONSOLIDATED FINANCIAL STATEMENTS AND
ACCOMPANYING NOTES. UNLESS OTHERWISE SPECIFIED, ALL INFORMATION IN THIS
PROSPECTUS ASSUMES NO EXERCISE OF THE UNDERWRITERS' OVER-ALLOTMENT OPTION. THE
INFORMATION IN THIS PROSPECTUS WILL BE ADJUSTED TO REFLECT A   FOR   STOCK
SPLIT, WHICH WILL BE APPROVED AND CONSUMMATED PRIOR TO THIS OFFERING.
 
                              CROSS COUNTRY, INC.
 
    We are the largest provider of healthcare staffing services in the United
States. Approximately 80% of our revenue is derived from travel nurse staffing.
We also provide complementary services, including staffing of clinical trials
and allied health professionals, search and recruitment, consulting and
education and training. Our active client base includes over 2,500 hospitals,
pharmaceutical companies and other healthcare providers across all 50 states.
Our fees are paid directly by our clients rather than by government or other
third-party payors. We are well positioned to take advantage of current industry
dynamics, including the growing shortage of nurses in the United States, the
growing demand for healthcare services and the trend among healthcare providers
toward outsourcing staffing services. For the year ended December 31, 2000, our
revenue and EBITDA, pro forma for the acquisitions of ClinForce, Inc. and
Heritage Professional Education, LLC, were $407.3 million and $51.1 million,
respectively.
 
INDUSTRY DYNAMICS
 
    The STAFFING INDUSTRY REPORT, an independent staffing industry publication,
estimates that the healthcare segment of the temporary staffing market generated
$7.2 billion in revenue in 2000 and that this segment will grow 18% to
$8.5 billion in 2001.
 
    Several trends are driving demand for our healthcare staffing services,
including:
 
    - A growing shortage of registered nurses throughout the country. A recent
      study published in the JOURNAL OF THE AMERICAN MEDICAL ASSOCIATION
      projects that by 2020, the nationwide registered nurse workforce will be
      nearly 20% below projected requirements.
 
    - Increasing demand for healthcare services as a result of the aging of the
      baby boomers and technological advances in healthcare delivery.
 
    - Greater use of temporary staffing by healthcare providers to manage
      seasonal fluctuations in demand for their services. The use of temporary
      personnel enables providers to vary their staffing levels to match these
      changes in demand while avoiding the more costly alternative of hiring
      permanent staff.
 
OUR COMPETITIVE STRENGTHS
 
    Our competitive strengths include:
 
    - LEADER IN THE RAPIDLY GROWING NURSE STAFFING INDUSTRY. We have operated in
      the travel nurse staffing industry since the 1970s and have the leading
      brand name. Our Cross Country TravCorps brand is well recognized among
      leading healthcare providers and professionals. We believe that through
      our relationships with existing travel nurse staffing clients, we are
      positioned to market complementary services, including staffing of
      clinical trials and allied health professionals, search and recruitment,
      consulting, and education and training to our existing client base.
 
                                       1

<PAGE>
    - STRONG AND DIVERSE CLIENT RELATIONSHIPS. We provide staffing solutions to
      an active client base of over 2,500 hospitals, pharmaceutical companies
      and other healthcare providers across all 50 states. We do not rely on any
      geographic region or client for a significant portion of our revenue. No
      single client accounted for more than 3% of our revenue in 2000. In 2000,
      we worked with over 75% of the nation's top hospitals, as identified by
      U.S. NEWS AND WORLD REPORT. We provide temporary staffing to our clients
      through assignments that typically have terms of 13 weeks or longer. Our
      fees are paid directly by our clients rather than by government or other
      third-party payors.
 
    - LEADER IN RECRUITING AND EMPLOYEE RETENTION. We are a leader in the
      recruitment and retention of highly qualified healthcare professionals. We
      recruit healthcare professionals from all 50 states and Canada. In 2000,
      we received approximately 28,000 requests for applications from potential
      field employees and approximately 12,500 completed applications were added
      to our database. Employee referrals generate a majority of our new
      candidates. We believe we offer appealing assignments, competitive
      compensation packages, attractive housing options and other valuable
      benefits. Historically, approximately 70% of our nurses have accepted new
      assignments with us within 35 days of completion of previous assignments.
      In 2000, we were recognized by WORKING MOTHER MAGAZINE as a top 100
      national employer of working mothers.
 
    - SCALABLE AND EFFICIENT OPERATING STRUCTURE. We have an efficient
      centralized operating structure that includes a database of more than
      146,000 nurses and other healthcare professionals who have completed job
      applications with us. Our size and centralized structure provide us with
      operating efficiencies in key areas such as recruiting, advertising,
      marketing, training, housing and insurance benefits. Our fully integrated
      proprietary information system enables us to manage virtually all aspects
      of our travel staffing operations. This system is designed to accommodate
      significant future growth of our business.
 
    - STRONG MANAGEMENT TEAM WITH EXTENSIVE HEALTHCARE STAFFING AND ACQUISITION
      EXPERIENCE. Our management team, which averages 15 years of experience in
      the healthcare industry, has played a key role in the development of the
      travel nurse staffing industry. Our management team has consistently
      demonstrated the ability to successfully identify and integrate strategic
      acquisitions.
 
GROWTH STRATEGY
 
    We intend to continue to grow our business by:
 
    - ENHANCING OUR ABILITY TO FILL UNMET DEMAND FOR OUR TRAVEL STAFFING
      SERVICES. There is substantial unmet demand for our travel staffing
      services. We are striving to meet a greater portion of this demand by
      recruiting additional healthcare personnel. Our recruitment strategy for
      nurses and other healthcare professionals is focused on:
 
     - increasing referrals from existing field employees by providing them with
       superior service;
 
     - expanding our advertising presence to reach more nursing professionals;
 
     - using the internet to accelerate the recruitment-to-placement cycle;
 
     - increasing the number of staff dedicated to the recruitment of new
       nurses; and
 
     - developing Assignment America, our recruitment program for
       foreign-trained nurses residing abroad.
 
    - INCREASING OUR MARKET PRESENCE IN THE PER DIEM STAFFING MARKET. We intend
      to use our existing brand recognition, client relationships and database
      of nurses who have expressed an interest in temporary assignments to
      expand our per diem services to the acute care hospital market. While
 
                                       2

<PAGE>
      we have not historically had a significant presence in per diem staffing
      services, we believe that this market presents a substantial growth
      opportunity.
 
    - EXPANDING THE RANGE OF SERVICES WE OFFER OUR CLIENTS. We plan to utilize
      our relationships with existing travel staffing clients to more
      effectively market complementary services, including staffing of clinical
      trials and allied health professionals, search and recruitment,
      consulting, and education and training.
 
    - ACQUIRING COMPLEMENTARY BUSINESSES. We intend to continue to evaluate
      opportunities to acquire complementary businesses to strengthen and
      broaden our market presence.
 
    - INCREASING OPERATING EFFICIENCIES. We seek to increase our operating
      margins by increasing the productivity of our administrative personnel,
      using our purchasing power to achieve greater savings in key areas such as
      housing and benefits and continuing to invest in our information systems.
 
RECENT DEVELOPMENTS
 
    In May 2001, we acquired Gill/Balsano Consulting, L.L.C., or Gill/Balsano, a
management consulting firm focused on the rehabilitation services sector. In
March 2001, we acquired ClinForce, Inc., or ClinForce, the clinical trials
staffing subsidiary of Edgewater Technology, Inc. These acquisitions broaden the
array of services that complement our core travel nurse staffing business.
 
                            ------------------------
 
    In July 1999, an affiliate of Charterhouse Group International, Inc., or
Charterhouse, and certain members of management acquired the assets of Cross
Country Staffing, a Delaware partnership, our predecessor, from W. R. Grace &
Co. In December 1999, we acquired TravCorps Corporation, or TravCorps, which was
owned by funds managed by Morgan Stanley Private Equity and certain members of
TravCorps' management.
 
    We were incorporated in Delaware in 1999. Our principal executive offices
are located at 6551 Park of Commerce Blvd, N.W., Suite 200, Boca Raton, FL
33487. Our telephone number at that address is (561) 998-2232. Our World Wide
Web site address is www.crosscountry.com. Our website address is included in
this prospectus as an inactive textual reference only. The information in our
website is not intended to be incorporated into this prospectus by reference and
should not be considered a part of this prospectus.
 
                                       3

<PAGE>
                                  THE OFFERING
 

<TABLE>
<S>                                                    <C>
Common stock offered by Cross Country, Inc.:
 
  U.S. offering......................................  shares
 
  International offering.............................  shares
    Total............................................  shares
 
Common stock outstanding after the offering..........  shares
 
Use of proceeds......................................  We estimate that our net proceeds from this
                                                       offering will be approximately
                                                       $114.8 million. We intend to use these
                                                       proceeds as follows:
 
                                                       - approximately $75.6 million to repay
                                                         indebtedness outstanding under our credit
                                                         facility; and
 
                                                       - approximately $39.2 million to redeem all of
                                                       our senior subordinated notes and pay a
                                                         redemption premium.
 
Risk factors.........................................  See "Risk Factors" and other information
                                                       included in this prospectus for a discussion
                                                       of factors you should carefully consider
                                                       before deciding to invest in shares of our
                                                       common stock.
 
Nasdaq National Market symbol........................  CCRN
</TABLE>

 
    The number of shares outstanding after the offering excludes       shares
reserved for issuance under our stock option plans, of which options to purchase
      shares at a weighted average exercise price of $      have been granted.
 
                                       4

<PAGE>
                 SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA
 
    The summary consolidated financial data for the five-month period July 30,
1999 to December 31, 1999 and for the year ended December 31, 2000 are derived
from the audited consolidated financial statements of Cross Country, Inc., or
Cross Country, included elsewhere in this prospectus. The summary financial data
for the year ended December 31, 1998 and for the seven-month period January 1,
1999 to July 29, 1999 were derived from the audited financial statements of
Cross Country Staffing, our predecessor company, included elsewhere in this
prospectus.
 
    The data for the three month periods ended March 31, 2000 and 2001 are
derived from our unaudited consolidated financial statements included elsewhere
in this prospectus. The unaudited consolidated financial statements include all
adjustments, consisting of normal recurring accruals, which we consider
necessary for a fair presentation of our financial position and results of
operations for these periods. Operating results for the three months ended
March 31, 2001 are not necessarily indicative of the results that may be
expected for the entire year ending December 31, 2001.
 
    The pro forma as adjusted consolidated statement of operations for the year
ended December 31, 2000 and the three months ended March 31, 2001 are pro forma
for the Heritage Professional Education, LLC, or Heritage, and ClinForce
acquisitions and as adjusted for the offering and expected use of proceeds as if
these events had occurred on January 1, 2000 and January 1, 2001, respectively.
The as adjusted consolidated balance sheet data as of March 31, 2001 are as
adjusted for the offering and expected use of proceeds as if these events had
occurred on March 31, 2001.
 
    The summary data below should be read in conjunction with the consolidated
financial statements and related notes of Cross Country, Inc., Cross Country
Staffing, TravCorps Corporation and Subsidiary, ClinForce, Inc., the "Pro Forma
Condensed Consolidated Statement of Operations" and related notes, "Management's
Discussion and Analysis of Financial Condition and Results of Operations", "Use
of Proceeds" and other financial information included elsewhere in this
prospectus.
 
                                       5

<PAGE>

<TABLE>
<CAPTION>
                                                                             YEAR ENDED
                                PREDECESSOR(A)                              DECEMBER 31,
                           -------------------------                  ------------------------
                                            PERIOD
                                             FROM      PERIOD FROM
                                          JANUARY 1      JULY 30                       PRO
                            YEAR ENDED     THROUGH       THROUGH                      FORMA
                           DECEMBER 31,    JULY 29,    DECEMBER 31,                AS ADJUSTED
                               1998          1999        1999(B)         2000        2000(C)
                           ------------   ----------   ------------   ----------   -----------
                                 (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                        <C>            <C>          <C>            <C>          <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA
 
Revenue from services....   $  158,592    $  106,047    $   87,727    $  367,690   $  407,276
 
Operating expenses:
  Direct operating
    expenses.............      121,951        80,187        68,036       273,095      297,796
  Selling, general and
    administrative
    expenses(e)..........       19,070        12,688         9,257        49,027       57,840
  Bad debt expense.......          722           157           511           433          543
  Depreciation...........          264           212           155         1,324        1,459
  Amortization...........          859           496         4,422        13,701       15,215
  Non-recurring indirect
    transaction
    costs(f).............           --            --            --         1,289        1,289
                            ----------    ----------    ----------    ----------   ----------
    Total operating
      expenses...........      142,866        93,740        82,381       338,869      374,142
                            ----------    ----------    ----------    ----------   ----------
Income from operations...       15,726        12,307         5,346        28,821       33,134
 
Other expenses:
  Interest expense,
    net..................          850           230         4,821        15,435        4,404
 
  Other expenses.........          183           190            --            --           --
                            ----------    ----------    ----------    ----------   ----------
  Income before income
    taxes and
    discontinued
    operations...........       14,693        11,887           525        13,386       28,730
  Income tax
    expense(g)...........           --            --           672         6,730       12,673
                            ----------    ----------    ----------    ----------   ----------
  Income (loss) before
    discontinued
    operations...........       14,693        11,887          (147)        6,656       16,057
Discontinued operations:
  Loss from discontinued
    operations, net of
    income taxes(h)......           --            --          (195)       (1,604)          --
  Loss on disposal(h)....           --            --            --          (454)          --
                            ----------    ----------    ----------    ----------   ----------
  Net income (loss)......   $   14,693    $   11,887    $     (342)   $    4,598   $   16,057
                            ==========    ==========    ==========    ==========   ==========
Basic and diluted income
  (loss) per common
  share(i):
  Income (loss) before
    discontinued
    operations...........                               $     (.06)   $     1.66   $
  Discontinued
    operations...........                                     (.07)         (.51)
                            ----------    ----------    ----------    ----------   ----------
  Net income (loss)......                               $     (.13)   $     1.15   $
                            ==========    ==========    ==========    ==========   ==========
 
Weighted-average number
  of shares outstanding:
    Basic and diluted....                                2,635,895     3,999,998
 
<CAPTION>
                                       THREE MONTHS
                                      ENDED MARCH 31,
                           -------------------------------------
 
                                                         PRO
                                                        FORMA
                                                     AS ADJUSTED
                              2000         2001        2001(D)
                           ----------   ----------   -----------
                           (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                        <C>          <C>          <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA
Revenue from services....  $   89,584   $  103,872   $  111,565
Operating expenses:
  Direct operating
    expenses.............      67,063       79,002       84,352
  Selling, general and
    administrative
    expenses(e)..........      12,054       14,175       15,781
  Bad debt expense.......         234          420          420
  Depreciation...........         309          518          553
  Amortization...........       3,435        3,592        3,853
  Non-recurring indirect
    transaction
    costs(f).............         267           --           --
                           ----------   ----------   ----------
    Total operating
      expenses...........      83,362       97,707      104,959
                           ----------   ----------   ----------
Income from operations...       6,222        6,165        6,606
Other expenses:
  Interest expense,
    net..................       3,833        4,008        1,796
  Other expenses.........          --           --           --
                           ----------   ----------   ----------
  Income before income
    taxes and
    discontinued
    operations...........       2,389        2,157        4,810
  Income tax
    expense(g)...........       1,202        1,085        2,106
                           ----------   ----------   ----------
  Income (loss) before
    discontinued
    operations...........       1,187        1,072        2,704
Discontinued operations:
  Loss from discontinued
    operations, net of
    income taxes(h)......        (286)        (440)          --
  Loss on disposal(h)....          --         (623)          --
                           ----------   ----------   ----------
  Net income (loss)......  $      901   $        9   $    2,704
                           ==========   ==========   ==========
Basic and diluted income
  (loss) per common
  share(i):
  Income (loss) before
    discontinued
    operations...........  $      .30   $      .27   $
  Discontinued
    operations...........        (.07)        (.27)
                           ----------   ----------   ----------
  Net income (loss)......  $      .23   $       --   $
                           ==========   ==========   ==========
Weighted-average number
  of shares outstanding:
    Basic and diluted....   3,999,998    3,999,998
</TABLE>

 
                                       6

<PAGE>
 

<TABLE>
<CAPTION>
                                                                          YEAR ENDED                      THREE MONTHS
                             PREDECESSOR(A)                              DECEMBER 31,                    ENDED MARCH 31,
                        -------------------------                  ------------------------   -------------------------------------
                                         PERIOD
                                          FROM      PERIOD FROM
                                       JANUARY 1      JULY 30                       PRO                                     PRO
                         YEAR ENDED     THROUGH       THROUGH                      FORMA                                   FORMA
                        DECEMBER 31,    JULY 29,    DECEMBER 31,                AS ADJUSTED                             AS ADJUSTED
                            1998          1999        1999(B)         2000        2000(C)        2000         2001        2001(D)
                        ------------   ----------   ------------   ----------   -----------   ----------   ----------   -----------
                                                  (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                     <C>            <C>          <C>            <C>          <C>           <C>          <C>          <C>
OTHER OPERATING DATA
 
EBITDA(j).............   $   16,849    $   13,015    $    9,923    $   45,135   $   51,097    $   10,233   $   10,275   $   11,012
EBITDA as a % of
  revenue.............         10.6%         12.3%         11.3%         12.3%        12.5%         11.4%         9.9%         9.9%
 
FTE's(k)..............        2,264         2,466         2,789         4,167        4,452         4,289        4,361        4,631
Weeks worked(l).......      117,728        73,980        61,358       216,684      231,504        55,757       56,687       60,203
Average contract
  revenue per
  week(m).............   $    1,347    $    1,429    $    1,417    $    1,616   $    1,638    $    1,544   $    1,698   $    1,727
 
Net cash flow provided
  by (used in)
  operating
  activities..........   $   14,434    $   12,178    $    6,301    $   10,397                 $    3,286   $    5,009
Net cash flow provided
  by (used in)
  investing
  activities..........   $     (977)   $     (202)   $    1,380    $   (9,584)                $     (506)  $  (32,605)
Net cash flow provided
  by (used in)
  financing
  activities..........   $  (13,458)   $  (11,977)   $   (3,111)   $   (5,641)                $   (7,417)  $   27,596
</TABLE>

 

<TABLE>
<CAPTION>
                                                                  AS OF MARCH 31, 2001
                                                              ----------------------------
                                                                ACTUAL     AS ADJUSTED(N)
                                                              ----------   ---------------
                                                                 (DOLLARS IN THOUSANDS)
<S>                                                           <C>          <C>
CONSOLIDATED BALANCE SHEET DATA
Working capital.............................................  $   37,691     $   37,691
Cash and cash equivalents...................................          --             --
Total assets................................................     349,926        342,872
Total debt..................................................     186,883         75,799
Stockholders' equity........................................  $  122,424     $  231,937
</TABLE>

 
------------------------------
(a) On July 29, 1999, we acquired the assets of Cross Country Staffing which,
    for accounting and reporting purposes, is our predecessor. Financial data
    for periods prior to July 30, 1999 is that of Cross Country Staffing.
 
(b) Includes TravCorps results from December 16, 1999, the date of its
    acquisition, through December 31, 1999.
 
(c) Reflects the following adjustments as if the offering and the Heritage and
    ClinForce acquisitions had occurred on January 1, 2000:
 
    - additional amortization expense of $0.9 million related to $34.0 million
      of goodwill and other intangibles acquired in the Heritage and ClinForce
      acquisitions;
 
    - a reduction in interest expense of $11.0 million as a result of the
      repayment of $35.5 million of senior subordinated debt (12.00% interest
      rate) and $77.3 million of borrowings outstanding under our credit
      facility using the weighted average rate in effect during the year ended
      December 31, 2000 (9.74%); and
 
    - additional income tax expense of $5.9 million as a result of the above
      adjustments.
 
(d) Reflects the following adjustments as if the offering and the Heritage and
    ClinForce acquisitions had occurred on January 1, 2001:
 
    - additional amortization expense of $0.2 million related to $34.0 million
      of goodwill and other intangibles acquired in the Heritage and ClinForce
      acquisitions;
 
    - a reduction in interest expense of $2.2 million as a result of the
      repayment of $36.6 million of senior subordinated debt (12.0% interest
      rate) and $75.6 million of borrowings outstanding under our credit
      facility using the weighted average interest rate in effect during the
      three months ended March 31, 2001 (9.27%); and
 
    - additional income tax expense of $1.0 million as a result of the above
      adjustments.
 
(e) Includes expenses related to a discontinued management incentive
    compensation plan of $2.1 million and $2.7 million for the seven-month
    period January 1-July 29, 1999 and the year ended December 31, 1998,
    respectively. The management incentive compensation plan was discontinued on
    July 30, 1999.
 
(f) Non-recurring indirect transaction costs consist of non-capitalizable
    transition bonuses and integration costs related to the TravCorps
    acquisition.
 
                                       7

<PAGE>
(g) Prior to July 30, 1999, our predecessor, Cross Country Staffing, operated as
    a partnership under the applicable provisions of the Internal Revenue Code,
    and, accordingly, income related to the operations of Cross Country Staffing
    was taxed directly to its partners.
 
(h) Reflects the operating results of HospitalHub, Inc., which began operations
    in 1999. We completed the divestiture of HospitalHub, Inc. during the second
    quarter of 2001.
 
(i) The financial data contained herein for periods prior to July 30, 1999, is
    that of our predecessor, Cross Country Staffing, a partnership, for which
    share and per share amounts were not applicable.
 
(j) We define EBITDA as income before interest, income taxes, depreciation,
    amortization and non-recurring indirect transaction costs. EBITDA should not
    be considered a measure of financial performance under generally accepted
    accounting principles. Items excluded from EBITDA are significant components
    in understanding and assessing financial performance. EBITDA is a key
    measure used by management to evaluate our operations and provide useful
    information to investors. EBITDA should not be considered in isolation or as
    an alternative to net income, cash flows generated by operations, investing
    or financing activities, or other financial statement data presented in the
    consolidated financial statements as indicators of financial performance or
    liquidity. Because EBITDA is not a measurement determined in accordance with
    generally accepted accounting principles and is thus susceptible to varying
    calculations, EBITDA as presented may not be comparable to other similarly
    titled measures of other companies.
 
(k) FTE's represent the average number of contract staffing personnel on a
    full-time equivalent basis.
 
(l) Weeks worked is calculated by multiplying the FTE's by the number of weeks
    during the respective period.
 
(m) Average contract revenue per week is calculated by dividing the revenue
    received under our staffing contracts by the number of weeks worked during
    the respective period.
 
(n) Reflects the following adjustments as if the offering had occurred on
    March 31, 2001:
 
    - increase in stockholders' equity of $114.8 million from the offering.
 
    - repayment of $36.6 million of senior subordinated debt, plus a
      $1.5 million redemption premium, and repayment of $75.6 million of
      borrowings outstanding under our credit facility.
 
                                       8

<PAGE>
                                  RISK FACTORS
 
RISKS RELATED TO OUR BUSINESS
 
CURRENTLY WE ARE UNABLE TO RECRUIT ENOUGH NURSES TO MEET OUR CLIENTS' DEMANDS
FOR OUR NURSE STAFFING SERVICES, LIMITING THE POTENTIAL GROWTH OF OUR STAFFING
BUSINESS.
 
    We rely significantly on our ability to attract, develop and retain nurses
and other healthcare personnel who possess the skills, experience and, as
required, licensure necessary to meet the specified requirements of our
healthcare staffing clients. We compete for healthcare staffing personnel with
other temporary healthcare staffing companies, as well as actual and potential
clients, some of which seek to fill positions with either regular or temporary
employees. Currently, there is a shortage of qualified nurses in most areas of
the United States and competition for nursing personnel is increasing. At this
time we do not have enough nurses to meet our clients' demands for our nurse
staffing services. This shortage of nurses limits our ability to grow our
staffing business. Furthermore, we believe that the aging of the existing nurse
population and declining enrollments in nursing schools will further exacerbate
the existing nurse shortage.
 
THE COSTS OF ATTRACTING AND RETAINING QUALIFIED NURSES AND OTHER HEALTHCARE
PERSONNEL MAY RISE MORE THAN WE ANTICIPATE.
 
    We compete with other healthcare staffing companies for qualified nurses and
other healthcare personnel. Because there is currently a shortage of qualified
healthcare personnel, competition for these employees is intense. To induce
healthcare personnel to sign on with them, our competitors may increase hourly
wages or other benefits. If we do not raise wages in response to such increases
by our competitors, we could face difficulties attracting and retaining
qualified healthcare personnel. In addition, if we raise wages in response to
our competitors' wage increases and are unable to pass such cost increases on to
our clients, our margins could decline.
 
OUR COSTS OF PROVIDING HOUSING FOR NURSES AND OTHER HEALTHCARE PERSONNEL MAY BE
HIGHER THAN WE ANTICIPATE AND, AS A RESULT, OUR MARGINS COULD DECLINE.
 
    We currently have approximately 2,900 apartments on lease throughout the
U.S. If the costs of renting apartments and furniture for our nurses and other
healthcare personnel increase more than we anticipate and we are unable to pass
such increases on to our clients, our margins may decline. To the extent the
length of a nurse's housing lease exceeds the term of the nurse's staffing
contract, we bear the risk that we will be obligated to pay rent for housing we
do not use. To limit the costs of unutilized housing, we try to secure leases
with term lengths that match the term lengths of our staffing contracts,
typically 13 weeks. In some housing markets we have had, and believe we will
continue to have, difficulty identifying short-term leases. If we cannot
identify a sufficient number of appropriate short-term leases in regional
markets, or, if for any reason, we are unable to efficiently utilize the
apartments we do lease, we may be required to pay rent for unutilized housing
or, to avoid such risk, we may forego otherwise profitable opportunities.
 
DECREASES IN PATIENT OCCUPANCY AT OUR CLIENTS' FACILITIES MAY ADVERSELY AFFECT
THE PROFITABILITY OF OUR BUSINESS.
 
    Demand for our temporary healthcare staffing services is significantly
affected by the general level of patient occupancy at our clients' facilities.
When a hospital's occupancy increases, temporary employees are often added
before full-time employees are hired. As occupancy decreases, clients may reduce
their use of temporary employees before undertaking layoffs of their regular
employees. We also may experience more competitive pricing pressure during
periods of occupancy downturn. In addition, if a trend emerges toward providing
healthcare in alternative settings, as opposed to acute care hospitals,
occupancy at our clients' facilities could decline. This reduction in occupancy
could adversely affect the demand for our services and our profitability.
 
                                       9

<PAGE>
WE ARE DEPENDENT ON THE PROPER FUNCTIONING OF OUR INFORMATION SYSTEMS.
 
    Our company is dependent on the proper functioning of our information
systems in operating our business. Critical information systems used in daily
operations identify and match staffing resources and client assignments and
perform billing and accounts receivable functions. Our information systems are
protected through physical and software safeguards and we have backup remote
processing capabilities. However, they are still vulnerable to fire, storm,
flood, power loss, telecommunications failures, physical or software break-ins
and similar events. In the event that critical information systems fail or are
otherwise unavailable, these functions would have to be accomplished manually,
which could temporarily impact our ability to identify business opportunities
quickly, to maintain billing and clinical records reliably and to bill for
services efficiently.
 
WE MAY EXPERIENCE DIFFICULTIES WITH OUR RECENTLY IMPLEMENTED FINANCIAL PLANNING
  AND REPORTING SYSTEM.
 
    In March 2001, we implemented a new financial planning and reporting system.
We may face difficulties or incur additional costs integrating data, including
data from companies acquired by us, to make it compatible with the new system.
If we experience difficulties with our system, our ability to generate timely
and accurate financial reports could be adversely affected.
 
IF REGULATIONS THAT APPLY TO US CHANGE, WE MAY FACE INCREASED COSTS THAT REDUCE
OUR REVENUE AND PROFITABILITY.
 
    The temporary healthcare staffing industry is regulated in many states. In
some states, firms such as our company must be registered to establish and
advertise as a nurse staffing agency or must qualify for an exemption from
registration in those states. If we were to lose any required state licenses, we
could be required to cease operating in those states. The introduction of new
regulatory provisions could substantially raise the costs associated with hiring
temporary employees. For example, some states could impose sales taxes or
increase sales tax rates on temporary healthcare staffing services. These
increased costs may not be able to be passed on to clients without a decrease in
demand for temporary employees. In addition, if government regulations were
implemented that limited the amounts we could charge for our services, our
profitability could be adversely affected.
 
FUTURE CHANGES IN REIMBURSEMENT TRENDS COULD HAMPER OUR CLIENTS' ABILITY TO PAY
US.
 
    Many of our clients are reimbursed under the federal Medicare program and
state Medicaid programs for the services they provide. In recent years, federal
and state governments have made significant changes in these programs that have
reduced reimbursement rates. In addition, insurance companies and managed care
organizations seek to control costs by requiring that healthcare providers, such
as hospitals, discount their services in exchange for exclusive or preferred
participation in their benefit plans. Future federal and state legislation or
evolving commercial reimbursement trends may further reduce, or change
conditions for, our clients' reimbursement. Limitations on reimbursement could
reduce our clients' cash flows, hampering their ability to pay us.
 
COMPETITION FOR ACQUISITION OPPORTUNITIES MAY RESTRICT OUR FUTURE GROWTH BY
LIMITING OUR ABILITY TO MAKE ACQUISITIONS AT REASONABLE VALUATIONS.
 
    Our business strategy includes increasing our market share and presence in
the temporary healthcare staffing industry through strategic acquisitions of
companies that complement or enhance our business. We have historically faced
competition for acquisitions. In the future, this could limit our ability to
grow by acquisitions or could raise the prices of acquisitions and make them
less accretive to us. In addition, restrictive covenants in our credit facility,
including a covenant that requires us to obtain bank approval for any
acquisition over $10 million, may limit our ability to complete desirable
acquisitions. If we are unable to secure necessary financing under our credit
facility or otherwise, we may be unable to complete desirable acquisitions.
 
                                       10

<PAGE>
WE MAY FACE DIFFICULTIES INTEGRATING OUR ACQUISITIONS INTO OUR OPERATIONS AND
OUR ACQUISITIONS MAY BE UNSUCCESSFUL, INVOLVE SIGNIFICANT CASH EXPENDITURES OR
EXPOSE US TO UNFORESEEN LIABILITIES.
 
    We expect to continue pursuing acquisitions of temporary healthcare staffing
companies and travel healthcare companies that complement or enhance our
business.
 
    These acquisitions involve numerous risks, including:
 
    - potential loss of key employees or clients of acquired companies;
 
    - difficulties integrating acquired personnel and distinct cultures into our
      business;
 
    - difficulties integrating acquired companies into our operating, financial
      planning and financial reporting systems;
 
    - diversion of management attention from existing operations; and
 
    - assumption of liabilities and exposure to unforeseen liabilities of
      acquired companies, including liabilities for their failure to comply with
      healthcare regulations.
 
    These acquisitions may also involve significant cash expenditures, debt
incurrence and integration expenses that could have a material adverse effect on
our financial condition and results of operations. Any acquisition may
ultimately have a negative impact on our business and financial condition.
 
SIGNIFICANT LEGAL ACTIONS COULD SUBJECT US TO SUBSTANTIAL UNINSURED LIABILITIES.
 
    In recent years, healthcare providers have become subject to an increasing
number of legal actions alleging malpractice, product liability or related legal
theories. Many of these actions involve large claims and significant defense
costs. In addition, we may be subject to claims related to torts or crimes
committed by our employees or temporary staffing personnel. In some instances,
we are required to indemnify clients against some or all of these risks. A
failure of any of our employees or personnel to observe our policies and
guidelines intended to reduce these risks, relevant client policies and
guidelines or applicable federal, state or local laws, rules and regulations
could result in negative publicity, payment of fines or other damages. To
protect ourselves from the cost of these claims, we maintain professional
malpractice liability insurance and general liability insurance coverage in
amounts and with deductibles that we believe are appropriate for our operations.
However, our insurance coverage may not cover all claims against us or continue
to be available to us at a reasonable cost. If we are unable to maintain
adequate insurance coverage, we may be exposed to substantial liabilities.
 
IF WE BECOME SUBJECT TO MATERIAL LIABILITIES UNDER OUR SELF-INSURED PROGRAMS,
OUR FINANCIAL RESULTS MAY BE ADVERSELY AFFECTED.
 
    We provide workers compensation coverage through a program that is partially
self-insured. In addition, we provide medical coverage to our employees through
a partially self-insured preferred provider organization. If we become subject
to substantial uninsured workers compensation or medical coverage liabilities,
our financial results may be adversely affected.
 
OUR CLIENTS MAY TERMINATE OR NOT RENEW THEIR STAFFING CONTRACTS WITH US.
 
    Our travel staffing arrangements with clients are generally terminable upon
30 or 90 days' notice. We may have fixed costs, including housing costs,
associated with terminated arrangements that we will be obligated to pay
post-termination.
 
    Our clinical trials staffing business is conducted under long-term contracts
with individual clients that may conduct numerous clinical trials. Some of these
long-term contracts are terminable by the clients without cause upon 30 to 60
days notice.
 
                                       11

<PAGE>
OUR INDEMNITY FROM W. R. GRACE, IN CONNECTION WITH OUR ACQUISITION OF THE ASSETS
OF CROSS COUNTRY STAFFING, MAY BE MATERIALLY IMPAIRED BY GRACE'S FINANCIAL
CONDITION.
 
    In connection with our acquisition from W. R. Grace & Co. of the assets of
Cross Country Staffing, our predecessor, Grace agreed to indemnify us against
damages arising out of the breach of any representation or warranty of Grace, as
well as against any liabilities retained by Grace. In March 2001, Grace filed a
voluntary petition under Chapter 11 of the United States Bankruptcy Code. This
bankruptcy filing could materially impair Grace's obligations to indemnify us.
 
RISKS RELATED TO THIS OFFERING
 
BECAUSE OUR PRINCIPAL STOCKHOLDERS CONTROL US, THEY WILL BE ABLE TO DETERMINE
THE OUTCOME OF ALL MATTERS SUBMITTED TO OUR STOCKHOLDERS FOR APPROVAL,
REGARDLESS OF THE PREFERENCES OF OTHER STOCKHOLDERS.
 
    Following this offering, Charterhouse Equity Partners III, or CEP III, and
investment funds managed by Morgan Stanley Private Equity together will own
approximately       % of our outstanding common stock. Accordingly, acting
together, they will be able to:
 
    - elect our entire board of directors;
 
    - control our management and policies; and
 
    - determine, without the consent of our other stockholders, the outcome of
      any corporate transaction or other matter submitted to our stockholders
      for approval, including mergers, consolidations and the sale of all or
      substantially all of our assets.
 
CEP III and investment funds managed by Morgan Stanley Private Equity, acting
together, will also be able to prevent or cause a change in control of us and
will be able to amend our certificate of incorporation and bylaws at any time.
Their interests may conflict with the interests of the other holders of common
stock.
 
YOU WILL EXPERIENCE IMMEDIATE AND SIGNIFICANT DILUTION IN BOOK VALUE PER SHARE.
 
    The initial public offering price of our common stock is substantially
higher than the net tangible book value per share of our outstanding common
stock will be immediately after this offering. Net tangible book value per share
represents the amount of total tangible assets less total liabilities, divided
by the number of shares outstanding. If you purchase our common stock in this
offering, you will incur immediate dilution of approximately $               in
the net tangible book value per share of common stock in this offering, based on
an assumed initial public offering price of $               per share.
 
    We also have a significant number of outstanding options to purchase our
common stock with exercise prices significantly below the initial public
offering price of the common stock. To the extent these options are exercised,
there will be further dilution.
 
AN AGGREGATE OF APPROXIMATELY   MILLION SHARES WILL BECOME ELIGIBLE FOR RESALE
IN THE PUBLIC MARKET 180 DAYS AFTER THIS OFFERING, AND FUTURE SALES OF THIS
STOCK MAY CAUSE OUR STOCK PRICE TO DECLINE.
 
    Sales of substantial amounts of our common stock in the public market after
the completion of this offering, or the perception that these sales could occur,
could adversely affect the market price of our common stock and could materially
impair our future ability to raise capital through offerings of our common
stock. An aggregate of       shares of common stock will be outstanding after
this offering. Of these, the       shares offered by this prospectus will be
freely tradable without restriction or further registration.
 
    In connection with this offering, we and our officers, directors and
substantially all of our existing stockholders, who together hold       shares,
have agreed not to sell or transfer any shares of our common stock for 180 days
after completion of this offering without the underwriters' consent. While
 
                                       12

<PAGE>
the underwriters may release these shares from the restrictions at any time,
this will be done, if at all, only on a case-by-case basis. The underwriters do
not currently have any intention of consenting to a waiver of these
restrictions.
 
    CEP III and investment funds managed by Morgan Stanley Private Equity each
have demand rights to cause us to file, at our expense, a registration statement
under the Securities Act covering resales of their shares. These shares, along
with shares held by others who can participate in the registrations, will
represent   % of our outstanding common stock after the offering. CEP III and
the investment funds of Morgan Stanley Private Equity have informed us that they
do not presently intend to exercise their demand registration rights, although
they retain the right to do so. These shares may also be sold under Rule 144 of
the Securities Act, depending on their holding period and subject to significant
restrictions in the case of shares held by persons deemed to be our affiliates.
 
    In addition, after this offering, we also intend to register       shares of
common stock for issuance under our stock option plans. As of March 31, 2001,
options to purchase       shares of common stock were issued and outstanding, of
which       shares have vested.
 
    We cannot predict what effect, if any, market sales of shares held by any
stockholder or the availability of these shares for future sale will have on the
market price of our common stock. See "Shares Eligible for Future Sale" for a
more detailed description of the restrictions on selling shares of our common
stock after this offering.
 
IF OUR STOCK PRICE DECLINES AFTER THE INITIAL OFFERING, YOU COULD LOSE A
SIGNIFICANT PART OF YOUR INVESTMENT.
 
    Prior to this offering, there has been no public market for our common
stock. We do not know if an active trading market will develop for our common
stock or how the common stock will trade in the future. Negotiations between the
underwriters and us will determine the initial public offering price. You may
not be able to resell your shares at or above the initial public offering price
due to fluctuations in the market price of our common stock due to changes in
our operating performance or prospects. In addition, the stock market in general
has experienced extreme volatility that often has been unrelated to the
operating performance or prospects of particular companies.
 
IF PROVISIONS IN OUR CORPORATE DOCUMENTS AND DELAWARE LAW DELAY OR PREVENT A
CHANGE IN CONTROL OF OUR COMPANY, WE MAY BE UNABLE TO CONSUMMATE A TRANSACTION
THAT OUR STOCKHOLDERS CONSIDER FAVORABLE.
 
    Our certificate of incorporation and by-laws may discourage, delay or
prevent a merger or acquisition involving us that our stockholders may consider
favorable. For example, our certificate of incorporation authorizes our board of
directors, which is controlled by CEP III and investment funds managed by Morgan
Stanley Private Equity, to issue up to          shares of "blank check"
preferred stock. Without stockholder approval, the board of directors has the
authority to attach special rights, including voting and dividend rights, to
this preferred stock. With these rights, preferred stockholders could make it
more difficult for a third party to acquire us. Delaware law may also
discourage, delay or prevent someone from acquiring or merging with us.
 
                                       13

<PAGE>
               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
    Some of the matters discussed in this prospectus include forward-looking
statements. Statements that are predictive in nature, that depend upon or refer
to future events or conditions or that include words such as "expects,"
"anticipates," "intends," "plans," "believes," "estimates" and similar
expressions are forward-looking statements. These statements involve known and
unknown risks, uncertainties and other factors that may cause our actual results
and performance to be materially different from any future results or
performance expressed or implied by these forward-looking statements. These
factors include the following:
 
    - our ability to attract and retain qualified nurses and other healthcare
      personnel;
 
    - costs and availability of short-term leases for our travel nurses;
 
    - demand for the healthcare services we provide, both nationally and in the
      regions in which we operate;
 
    - the functioning of our information systems;
 
    - the effect of existing or future government regulation and federal and
      state legislative and enforcement initiatives on our business;
 
    - our clients' ability to pay us for our services;
 
    - our ability to successfully implement our acquisition and development
      strategies;
 
    - the effect of liabilities and other claims asserted against us; and
 
    - the effect of competition in the markets we serve.
 
    Although we believe that these statements are based upon reasonable
assumptions, we can not guarantee future results. Given these uncertainties, the
forward-looking statements discussed in this prospectus might not occur. These
forward-looking statements are made as of the date of this prospectus. Except as
may be required under applicable statutes, regulations or court decisions, we
undertake no obligation to update or revise them.
 
                                       14

<PAGE>
                                USE OF PROCEEDS
 
    We estimate that our net proceeds from the offering will be $114.8 million,
assuming an initial offering price of $    per share and after deducting
estimated expenses and underwriting discounts and commissions of $10.3 million.
We intend to use the net proceeds of this offering to make the following
payments:
 
    - approximately $75.6 million to repay a portion of the outstanding balances
      under our credit facility, which becomes due on July 29, 2005. As of
      July 1, 2001, the outstanding balance of principal and interest on our
      credit facility was approximately $146.9 million and the effective
      interest rate was 7.86%. On March 16, 2001, to finance our acquisition of
      ClinForce, we amended our credit facility to provide for an additional
      term loan in the aggregate principal amount of $30.0 million; and
 
    - approximately $39.2 million to redeem all of our outstanding senior
      subordinated notes and pay a redemption premium. The senior subordinated
      notes accrue interest at a rate of 12.00% per annum, compounded quarterly,
      and become due on January 1, 2006. As of July 1, 2001, the outstanding
      balance of principal and interest on the senior subordinated notes was
      $37.7 million.
 
    If the underwriters' over-allotment option is exercised in full, we estimate
that our net proceeds will be $132.2 million. Any additional net proceeds will
be used to repay additional indebtedness under our credit facility.
 
                                DIVIDEND POLICY
 
    We have not declared or paid any cash dividends on our capital stock. We
currently intend to retain future earnings, if any, for use in the operation and
expansion of our business and do not anticipate declaring or paying any cash
dividends in the foreseeable future. In addition, covenants in our credit
facility limit our ability to declare and pay cash dividends on our common
stock.
 
                                       15

<PAGE>
                                 CAPITALIZATION
 
    The following table shows our capitalization as of March 31, 2001:
 
    - on an actual basis; and
 
    - on an as adjusted basis to give effect to the sale of       shares of our
      common stock at an assumed public offering price of       per share and
      the application of the net proceeds of the offering to repay a portion of
      our outstanding debt. See "Use of Proceeds."
 
    In addition, you should read the following table in conjunction with our
consolidated financial statements and the accompanying notes which are contained
elsewhere in this prospectus.
 

<TABLE>
<CAPTION>
                                                                  AS OF MARCH 31, 2001
                                                              ----------------------------
                                                                ACTUAL      AS ADJUSTED(A)
                                                              -----------   --------------
                                                                     (IN THOUSANDS)
<S>                                                           <C>           <C>
Long term debt:
  Revolving loan facility...................................  $    9,150      $       --
  Term loan.................................................     141,780          75,337
  12.00% senior subordinated pay-in-kind notes due
    2006(b).................................................      36,554              --
  Note payable..............................................         462             462
                                                              ----------      ----------
Total debt..................................................     187,946          75,799
  Less current maturities...................................      12,861          12,861
    Total long-term debt....................................     175,085          62,938
 
Stockholders' equity:
  Undesignated preferred stock, $  par value,       shares
    authorized, none issued and outstanding--actual and as
    adjusted................................................          --              --
  Common stock, $  par value;        shares authorized,
           shares issued and outstanding--actual,
    shares authorized,     shares issued and outstanding--as
    adjusted(c).............................................          40              40
  Additional paid-in capital................................     119,043         233,793
  Retained earnings(d)......................................       4,265            (972)
  Accumulated other comprehensive earnings..................        (924)           (924)
                                                              ----------      ----------
    Total stockholders' equity..............................     122,424         231,937
                                                              ----------      ----------
      Total capitalization..................................  $  297,509      $  294,875
                                                              ==========      ==========
</TABLE>

 
------------------------
 
(a) As adjusted amounts do not include the use of $1.1 million of proceeds to
    repay pay-in-kind notes issued between March 31, 2001 and July 1, 2001, and
    a related redemption premium.
 
(b) Actual amount includes $1.1 million of interest accrued between January 1,
    2001 and March 31, 2001.
 
(c) Gives effect to conversion of 131,053 shares of Class B common stock ($.01
    par value) into a like amount of Class A common shares.
 
(d) As adjusted amount includes the effects of a $1.5 million redemption premium
    associated with the prepayment of our pay-in-kind notes and the write-off of
    $7.1 million of related debt issuance costs as of March 31, 2001, net of
    taxes.
 
                                       16

<PAGE>
                                    DILUTION
 
    Our net tangible book deficit as of March 31, 2001, was approximately
$137.5 million, or $  per share of common stock. Net tangible book deficit is
the difference between our total tangible assets and our total liabilities. We
determined the net tangible book deficit per share by dividing our net tangible
book deficit by the total number of shares of common stock outstanding. After
giving effect to the issuance and sale of the       shares of common stock
offered by us in the offering at an assumed initial offering price of $    per
share, and after deducting estimated underwriting discounts and commissions and
offering expenses payable by us, our pro forma net tangible book deficit as of
March 31, 2001 would have been approximately $24.2 million, or $    per share of
common stock. This represents an immediate decrease in net tangible book deficit
of $    per share to existing stockholders and an immediate dilution of $    per
share to new investors purchasing shares of common stock in the offering. The
following table illustrates this dilution on a per share basis:
 

<TABLE>
<S>                                                           <C>          <C>
Assumed initial public offering price per share.............               $
    Net tangible book deficit per share as of March 31,
      2001..................................................  $
    Decrease in net tangible book deficit per share
      attributable to new investors.........................
                                                              ----------
Pro forma net tangible book deficit per share after the
  offering..................................................
                                                                           ----------
Dilution per share to new investors.........................               $
                                                                           ==========
</TABLE>

 
    If the underwriters' over-allotment option is exercised in full, the pro
forma net tangible book deficit per share after the offering would be $      per
share, the decrease in net tangible book deficit per share to existing
shareholders would be $      per share and the dilution in net tangible book
value to new investors would be $      per share.
 
    The following table sets forth, as of March 31, 2001, the number of shares
of common stock purchased from us, the total consideration paid and the average
price per share paid by our existing stockholders and to be paid by new
investors in the offering at $      , before deduction of estimated underwriting
discounts and commissions and other expenses of the offering:
 

<TABLE>
<CAPTION>
                                               SHARES PURCHASED         TOTAL CONSIDERATION
                                             --------------------      ---------------------      AVERAGE PRICE
                                              NUMBER     PERCENT         AMOUNT     PERCENT         PER SHARE
                                             ---------   --------      ----------   --------      -------------
            <S>                              <C>         <C>           <C>          <C>           <C>
            Existing stockholders..........                    %       $                  %        $
            New investors..................
                                             ---------    -----        ----------    -----         ----------
                Total......................               100.0%       $             100.0%        $
                                             =========    =====        ==========    =====         ==========
</TABLE>

 
    The foregoing discussion and table assume no exercise of any outstanding
stock options to purchase common stock. As of March 31, 2001 there were
shares of common stock issuable upon the exercise of stock options outstanding
at a weighted average exercise price of $      . To the extent these options are
exercised, there will be further dilution to new investors.
 
                                       17

<PAGE>
                 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
 
    The selected consolidated financial data as of December 31, 1999 and 2000
and for the five-month period July 30, 1999 to December 31, 1999 and for the
year ended December 31, 2000 are derived from the audited consolidated financial
statements of Cross Country, Inc. included elsewhere in this prospectus. The
selected financial data as of December 31, 1998 and July 29, 1999 and for the
year ended December 31, 1998 and for the seven-month period January 1, 1999 to
July 29, 1999 have been derived from the audited financial statements of Cross
Country Staffing, included elsewhere in this prospectus. The selected financial
data as of December 31, 1996 and 1997 and for the period from July 1, 1996 to
December 31, 1996 and for the year ended December 31, 1997 were derived from the
financial statements of Cross Country Staffing that have been audited but not
included in this prospectus. The selected financial data as of June 30, 1996 and
for the period from January 1, 1996 to June 30, 1996 are derived from the
unaudited consolidated financial statements of Cross Country Staffing.
 
    The data as of March 31, 2001 and for the three month periods ended March
31, 2000 and 2001 are derived from our unaudited consolidated financial
statements included elsewhere in this prospectus. The unaudited consolidated
financial statements include all adjustments, consisting of normal recurring
accruals, which we consider necessary for a fair presentation of our financial
position and results of operations for these periods. Operating results for the
three months ended March 31, 2001 are not necessarily indicative of the results
that may be expected for the entire year ending December 31, 2001.
 
    The pro forma as adjusted consolidated statement of operations for the year
ended December 31, 2000 and the three months ended March 31, 2001 are pro forma
for the Heritage and ClinForce acquisitions and as adjusted for the offering and
expected use of proceeds as if these events had occurred on January 1, 2000 and
January 1, 2001, respectively. The as adjusted consolidated balance sheet data
as of March 31, 2001 are as adjusted for the offering and expected use of
proceeds as if these events had occurred on March 31, 2001.
 
    The selected consolidated financial data below should be read in conjunction
with the consolidated financial statements and related notes of Cross Country,
Inc., Cross Country Staffing, TravCorps Corporation and Subsidiary, ClinForce,
Inc., the "Pro Forma Condensed Consolidated Statement of Operations" and related
notes, "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and other financial information included elsewhere in this
prospectus.
 
                                       18

<PAGE>

<TABLE>
<CAPTION>
                                                          PREDECESSOR(A)
                                   ------------------------------------------------------------
                                      PERIOD FROM       PERIOD FROM       YEAR ENDED DECEMBER
                                   JANUARY 1 THROUGH   JULY 1 THROUGH             31,
                                       JUNE 30,         DECEMBER 31,    -----------------------
                                         1996               1996           1997         1998
                                   -----------------   --------------   ----------   ----------
                                     (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                                <C>                 <C>              <C>          <C>
CONSOLIDATED STATEMENT OF
  OPERATIONS DATA
Revenue from services............      $   65,045        $   59,209     $  138,560   $  158,592
Operating expenses:
  Direct operating expenses......          52,061            46,617        108,726      121,951
  Selling, general and
    administrative expenses(d)...           7,595             7,378         16,051       19,070
  Bad debt expense...............             144               437            624          722
  Depreciation...................             126                83            150          264
  Amortization...................             536               446            875          859
  Non-recurring indirect
    transaction costs(e).........              --                --             --           --
                                       ----------        ----------     ----------   ----------
  Total operating expenses.......          60,462            54,961        126,426      142,866
                                       ----------        ----------     ----------   ----------
Income from operations...........           4,583             4,248         12,134       15,726
Other (income) expenses:
  Interest expense, net..........           2,602             1,169          1,647          850
  Other (income) expenses........          (1,328)              299             37          183
                                       ----------        ----------     ----------   ----------
Income before income taxes and
  discontinued operations........           3,309             2,780         10,450       14,693
Income tax expense(f)............              --                --             --           --
                                       ----------        ----------     ----------   ----------
Income (loss) before discontinued
  operations.....................           3,309             2,780         10,450       14,693
Discontinued operations:
  Loss from discontinued
    operations, net of income
    taxes(g).....................              --                --             --           --
  Loss on disposal(g)............              --                --             --           --
                                       ----------        ----------     ----------   ----------
Net income (loss)................      $    3,309        $    2,780     $   10,450   $   14,693
                                       ==========        ==========     ==========   ==========
Basic and diluted income (loss)
  per common share(h):
  Income (loss) before
    discontinued operations......
  Discontinued operations........
    Net income (loss)............
Weighted-average number of shares
  outstanding....................
OTHER OPERATING DATA
EBITDA(i)........................      $    5,245        $    4,777     $   13,159   $   16,849
EBITDA as % of revenue...........             8.1%              8.1%           9.5%        10.6%
 
FTE's(j).........................           2,100             1,846          2,102        2,264
Weeks worked(k)..................          54,596            47,996        109,313      117,728
Average contract revenue per
  week(l)........................      $    1,191        $    1,234     $    1,268   $    1,347
 
Net cash flow provided by (used
  in) operating activities.......      $      309        $    3,875     $   12,374   $   14,434
Net cash flow provided by (used
  in) investing activities.......      $      (75)       $      (89)    $     (309)  $     (977)
Net cash flow provided by (used
  in) financing activities.......      $     (977)       $   (3,854)    $  (12,064)  $  (13,458)
 
<CAPTION>
                                    PREDECESSOR(A)
                                   -----------------   PERIOD FROM    YEAR ENDED DECEMBER 31,
                                      PERIOD FROM        JULY 30      ------------------------
                                   JANUARY 1 THROUGH     THROUGH                    PRO FORMA
                                       JULY 29,        DECEMBER 31,                AS ADJUSTED
                                         1999            1999(B)         2000        2000(C)
                                   -----------------   ------------   ----------   -----------
                                     (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                                <C>                 <C>            <C>          <C>
CONSOLIDATED STATEMENT OF
  OPERATIONS DATA
Revenue from services............      $  106,047       $   87,727    $ 367,690    $  407,276
Operating expenses:
  Direct operating expenses......          80,187           68,036      273,095       297,796
  Selling, general and
    administrative expenses(d)...          12,688            9,257       49,027        57,840
  Bad debt expense...............             157              511          433           543
  Depreciation...................             212              155        1,324         1,459
  Amortization...................             496            4,422       13,701        15,215
  Non-recurring indirect
    transaction costs(e).........              --               --        1,289         1,289
                                       ----------       ----------    ----------   ----------
  Total operating expenses.......          93,740           82,381      338,869       374,142
                                       ----------       ----------    ----------   ----------
Income from operations...........          12,307            5,346       28,821        33,134
Other (income) expenses:
  Interest expense, net..........             230            4,821       15,435         4,404
  Other (income) expenses........             190               --           --            --
                                       ----------       ----------    ----------   ----------
Income before income taxes and
  discontinued operations........          11,887              525       13,386        28,730
Income tax expense(f)............              --              672        6,730        12,673
                                       ----------       ----------    ----------   ----------
Income (loss) before discontinued
  operations.....................          11,887             (147)       6,656        16,057
Discontinued operations:
  Loss from discontinued
    operations, net of income
    taxes(g).....................              --             (195)      (1,604)           --
  Loss on disposal(g)............              --               --         (454)           --
                                       ----------       ----------    ----------   ----------
Net income (loss)................      $   11,887       $     (342)   $   4,598    $   16,057
                                       ==========
Basic and diluted income (loss)
  per common share(h):
  Income (loss) before
    discontinued operations......                       $     (.06)   $    1.66
  Discontinued operations........                             (.07)        (.51)
                                                        ----------    ----------   ----------
    Net income (loss)............                       $     (.13)   $    1.15
                                                        ==========    ==========   ==========
Weighted-average number of shares
  outstanding....................                        2,635,895    3,999,998
                                                        ==========    ==========   ==========
OTHER OPERATING DATA
EBITDA(i)........................      $   13,015       $    9,923    $  45,135    $   51,097
EBITDA as % of revenue...........            12.3%            11.3%        12.3%         12.5%
FTE's(j).........................           2,466            2,789        4,167         4,452
Weeks worked(k)..................          73,980           61,358      216,684       231,504
Average contract revenue per
  week(l)........................      $    1,429       $    1,417    $   1,616    $    1,638
Net cash flow provided by (used
  in) operating activities.......      $   12,178       $    6,301    $  10,397
Net cash flow provided by (used
  in) investing activities.......      $     (202)      $    1,380    $  (9,584)
Net cash flow provided by (used
  in) financing activities.......      $  (11,977)      $   (3,111)   $  (5,641)
</TABLE>


<TABLE>
<CAPTION>
                                                                    AS OF DECEMBER 31,
                                               AS OF       ------------------------------------                         AS OF
                                           JUNE 30, 1996      1996         1997         1998                        JULY 29, 1999
                                           -------------   ----------   ----------   ----------                     -------------
<S>                                        <C>             <C>          <C>          <C>                            <C>
CONSOLIDATED BALANCE SHEET DATA
Working capital..........................    $    2,061    $   12,710   $   12,372   $   12,871                       $    9,752
Cash and cash equivalents................        (1,476)           --            1           --                               --
Total assets.............................        27,305        34,933       36,080       41,901                           44,464
Total debt...............................        45,045        30,280       18,700       13,173                            7,874
Stockholders' equity(m)..................       (24,738)       (2,471)       7,122       13,451                           19,466
 
<CAPTION>
                                                 AS OF DECEMBER 31,
                                           -------------------------------
                                              1999                 2000
                                           ----------           ----------
<S>                                        <C>                  <C>
CONSOLIDATED BALANCE SHEET DATA
Working capital..........................  $   33,998           $   34,375
Cash and cash equivalents................       4,828                   --
Total assets.............................     309,695              317,626
Total debt...............................     159,074              157,272
Stockholders' equity(m)..................     118,742              123,340
</TABLE>

 
                                       19

<PAGE>
 

<TABLE>
<CAPTION>
                                                                          THREE MONTHS
                                                                         ENDED MARCH 31,
                                                              -------------------------------------
                                                                                         PRO FORMA
                                                                                        AS ADJUSTED
                                                                 2000         2001        2001(N)
                                                              ----------   ----------   -----------
                                                               (DOLLARS IN THOUSANDS, EXCEPT SHARE
                                                                       AND PER SHARE DATA)
<S>                                                           <C>          <C>          <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA
Revenue from services.......................................  $   89,584   $  103,872   $  111,565
Operating expenses:
  Direct operating expenses.................................      67,063       79,002       84,352
  Selling, general and administrative expenses..............      12,054       14,175       15,781
  Bad debt expense..........................................         234          420          420
  Depreciation..............................................         309          518          553
  Amortization..............................................       3,435        3,592        3,853
  Non-recurring indirect transaction costs(e)...............         267           --           --
                                                              ----------   ----------   ----------
    Total operating expenses................................      83,362       97,707      104,959
                                                              ----------   ----------   ----------
Income from operations......................................       6,222        6,165        6,606
Other expenses:
  Interest expense, net.....................................       3,833        4,008        1,796
                                                              ----------   ----------   ----------
Income before income taxes and discontinued operations......       2,389        2,157        4,810
Income tax expense(f).......................................       1,202        1,085        2,106
                                                              ----------   ----------   ----------
Income before discontinued operations.......................       1,187        1,072        2,704
Discontinued operations:
  Loss from discontinued operations, net of income taxes....        (286)        (440)          --
  Loss on disposal..........................................          --         (623)          --
                                                              ----------   ----------   ----------
Net income..................................................  $      901   $        9   $    2,704
                                                              ==========   ==========   ==========
Basic and diluted income (loss) per common share(h):
  Income before discontinued operations.....................  $      .30   $      .27   $
  Discontinued operations...................................        (.07)        (.27)
                                                              ----------   ----------   ----------
    Net income..............................................  $      .23   $       --   $
                                                              ==========   ==========   ==========
Weighted-average number of shares outstanding...............   3,999,998    3,999,998
 
OTHER OPERATING DATA
EBITDA(i)...................................................  $   10,233   $   10,275   $   11,012
EBITDA as a % of revenue....................................        11.4%         9.9%         9.9%
 
FTE's(j)....................................................       4,289        4,361        4,631
Weeks worked(k).............................................      55,757       56,687       60,203
Average contract revenue per week(l)........................  $    1,544   $    1,698   $    1,727
 
Net cash flow provided by (used in) operating activities....       3,286        5,009
Net cash flow provided by (used in) investing activities....        (506)     (32,605)
Net cash flow provided by (used in) financing activities....  $   (7,417)  $   27,596
</TABLE>

 

<TABLE>
<CAPTION>
                                                                 AS OF MARCH 31, 2001
                                                              ---------------------------
                                                                ACTUAL     AS ADJUSTED(O)
                                                              ----------   --------------
<S>                                                           <C>          <C>
CONSOLIDATED BALANCE SHEET DATA
Working capital.............................................  $   37,691         37,691
Cash and cash equivalents...................................          --             --
Total assets................................................     349,926        342,872
Total debt..................................................     186,883         75,799
Stockholders' equity........................................  $  122,424     $  231,937
</TABLE>

 
------------------------------
 
(a) On July 29, 1999, we acquired the assets of Cross Country Staffing which,
    for accounting and reporting purposes, is our predecessor. Financial data
    for periods prior to July 30, 1999 is that of Cross Country Staffing.
 
(b) Includes TravCorps results from December 16, 1999, the date of its
    acquisition, through December 31, 1999.
 
                                       20

<PAGE>
(c) Reflects the following adjustments as if the offering and the Heritage and
    ClinForce acquisitions had occurred on January 1, 2000:
 
    - additional amortization expense of $0.9 million related to $34.0 million
      of goodwill and other intangibles acquired in the Heritage and ClinForce
      acquisitions;
 
    - a reduction in interest expense of $11.0 million as a result of the
      repayment of $35.5 million of senior subordinated debt (12.0% interest
      rate) and $77.3 million of borrowings outstanding under our credit
      facility using the weighted average interest rate in effect during the
      year ended December 31, 2000 (9.74%); and
 
    - additional income tax expense of $5.9 million as a result of the above
      adjustments.
 
(d) Includes expenses related to a discontinued management incentive
    compensation plan of $2.1 million and $2.7 million for the seven-month
    period January 1-July 29, 1999 and the year ended December 31, 1998. The
    management incentive compensation plan was discontinued on July 30, 1999.
 
(e) Non-recurring indirect transaction costs consist of non capitalizable
    transition bonuses and integration costs related to the TravCorps
    acquisition.
 
(f) Prior to July 30, 1999, our predecessor, Cross Country Staffing, operated as
    a partnership under the applicable provisions of the Internal Revenue Code,
    and, accordingly, income related to the operations of Cross Country Staffing
    was taxed directly to its partners.
 
(g) Reflects the operating results of HospitalHub, Inc., which began operations
    in 1999. We completed the divestiture of HospitalHub, Inc. during the second
    quarter of 2001.
 
(h) The financial data contained herein for periods prior to July 30, 1999, is
    that of our predecessor, Cross Country Staffing, a partnership, for which
    share and per share amounts were not applicable.
 
(i) We define EBITDA as income before interest, income taxes, depreciation,
    amortization and non-recurring indirect transaction costs. EBITDA should not
    be considered a measure of financial performance under generally accepted
    accounting principles. Items excluded from EBITDA are significant components
    in understanding and assessing financial performance. EBITDA is a key
    measure used by management to evaluate our operations and provide useful
    information to investors. EBITDA should not be considered in isolation or as
    an alternative to net income, cash flows generated by operations, investing
    or financing activities, or other financial statement data presented in the
    consolidated financial statements as indicators of financial performance or
    liquidity. Because EBITDA is not a measurement determined in accordance with
    generally accepted accounting principles and is thus susceptible to varying
    calculations, EBITDA as presented may not be comparable to other similarly
    titled measures of other companies.
 
(j) FTE's represent the average number of contract staffing personnel on a
    full-time equivalent basis.
 
(k) Weeks worked is calculated by multiplying the FTE's by the number of weeks
    during the respective period.
 
(l) Average contract revenue per week is calculated by dividing the revenue
    received under our staffing contracts by the number of weeks worked during
    the respective period.
 
(m) Consists of partners' capital for periods prior to July 30, 1999, since our
    predecessor, Cross Country Staffing, was a partnership.
 
(n) Reflects the following adjustments if the offering and the Heritage and
    ClinForce acquisitions had occurred on January 1, 2001:
 
    - additional amortization expense of $0.2 million related to $34.0 million
      of goodwill and other intangibles acquired in the Heritage and ClinForce
      acquisitions;
 
    - a reduction in interest expense of $2.2 million as a result of the
      repayment of $36.6 million of senior subordinated debt (12.0% interest
      rate) and $75.6 million of borrowings outstanding under our credit
      facility using the weighted average interest rate in effect during the
      three months ended March 31, 2001 (9.27%); and
 
    - additional income tax expense of $1.0 million as a result of the above
      adjustments.
 
(o) Reflects the following adjustments as if the offering had occurred on
    March 31, 2001:
 
    - increase in stockholders' equity of $114.8 million of net proceeds from
      the offering; and
 
    - repayment of $36.6 million of senior subordinated debt, plus a
      $1.5 million redemption premium, and repayment of $75.6 million of
      borrowings outstanding under our credit facility.
 
                                       21

<PAGE>
       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
 
    We acquired ClinForce on March 16, 2001 and Heritage on December 26, 2000.
 
    The pro forma condensed consolidated statement of operations for the year
ended December 31, 2000 and the three months ended March 31, 2001 give effect to
the acquisitions of Heritage and ClinForce as if the transactions had occurred
on January 1, 2000 and January 1, 2001, respectively.
 
    The pro forma information is based on the historical statements of the
acquired businesses giving effect to the transactions under the purchase method
of accounting and the assumptions and adjustments described in the accompanying
notes to the Pro Forma Condensed Consolidated Statement of Operations.
 
    The pro forma information as adjusted for the offering for the year ended
December 31, 2000 and the three months ended March 31, 2000, assumes the
repayment of certain of our indebtedness using a portion of the net proceeds
received from the offering as if the offering and the repayment had occurred on
January 1, 2000 and January 1, 2001, respectively.
 
    This pro forma information does not purport to be indicative of the combined
results of operations that actually would have taken place if the transactions
had occurred at such dates. The pro forma Condensed Consolidated Statement of
Operations should be read in conjunction with the Consolidated Financial
Statements and related notes thereto included elsewhere in this prospectus.
 

<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31, 2000
                             ------------------------------------------------------------------------------------------------------
                                                                           PRO FORMA
                                                                          ACQUISITION     PRO FORMA    ADJUSTMENTS       PRO FORMA
                             CROSS COUNTRY   CLINFORCE(A)   HERITAGE(B)   ADJUSTMENTS      COMBINED    FOR OFFERING     AS ADJUSTED
                             -------------   ------------   -----------   -----------     ----------   ------------     -----------
                                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                          <C>             <C>            <C>           <C>             <C>          <C>              <C>
Revenue from services......   $  367,690      $   28,895    $   10,690                    $  407,276                    $  407,276
Operating expenses:
  Direct operating
    expenses...............      273,095          20,128         4,572                       297,796                       297,796
  Selling, general and
    administrative
    expenses...............       49,027           4,766         4,047                        57,840                        57,840
  Bad debt expense.........          433             110            --                           543                           543
  Depreciation.............        1,324             135            --                         1,459                         1,459
  Amortization.............       13,701             660            --           854(c)       15,215                        15,215
  Non-recurring indirect
    transaction costs......        1,289              --            --                         1,289                         1,289
                              ----------      ----------    ----------                    ----------                    ----------
Total operating expenses...      338,869          25,799         8,619                       374,142                       374,142
 
Income from operations.....       28,821           3,096         2,071                        33,134                        33,134
 
Interest expense, net......       15,435              --            --         3,623(d)       19,058       (14,654)(e)       4,404
                              ----------      ----------    ----------                    ----------                    ----------
 
Income before income
  taxes....................       13,386           3,096         2,071                        14,076                        28,730
Income tax expense.........        6,730           1,227            --          (926)(f)       7,031         5,642 (f)      12,673
                              ----------      ----------    ----------                    ----------                    ----------
Income from continuing
  operations...............   $    6,656      $    1,869    $    2,071                    $    7,045                    $   16,057
                              ==========      ==========    ==========                    ==========                    ==========
 
Basic and diluted income
  from continuing
  operations per common
  share....................   $     1.66              --            --                    $     1.76
                              ==========      ==========    ==========                    ==========
Weighted average common
  shares outstanding.......    3,999,998              --            --                     3,999,998
                              ==========      ==========    ==========                    ==========
</TABLE>

 
                                       22

<PAGE>
------------------------------
(a) Represents the historical consolidated revenue and direct operating expenses
    of ClinForce for the twelve months ended December 31, 2000. ClinForce was a
    subsidiary of Edgewater Technology, Inc. prior to being acquired by us in
    March 2001. The operating results of ClinForce are not necessarily
    indicative of amounts that would have been incurred had ClinForce operated
    as a stand-alone business during the period presented.
 
(b) Represents the historical results of Heritage for the period from January 1,
    2000 through December 26, 2000.
 
(c) Pro forma adjustment to record the amortization of intangible assets
    acquired as a result of the ClinForce and Heritage acquisitions. Our
    intangible assets are amortized on a straight-line basis over periods
    ranging from 5--25 years.
 
     An additional $6.5 million is contingently payable to Heritage based upon
     future EBITDA results.
     Such amount is payable through 2003.
 
(d) Pro forma adjustment to record interest costs associated with the financing
    of the ClinForce and Heritage acquisitions using the weighted average
    interest rate in effect for the year ended December 31, 2000 (9.74%).
 
(e) Adjustment to record pro forma interest expense reduction as if
    $114.8 million of estimated offering proceeds were used to reduce
    outstanding debt through the repayment of $35.5 million of senior
    subordinated debt and repayment of $77.3 million of borrowings outstanding
    under our credit facility as of January 1, 2000.
 
(f) Pro forma adjustment for estimated income taxes at combined federal and
    state statutory rates for the effect of the other adjustments and to record
    pro forma income tax expense for Heritage which, prior to being acquired by
    Cross Country, was an LLC for which income tax expense was determined at the
    individual member level.
 
                                       23

<PAGE>
 

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED MARCH 31, 2001
                                    ----------------------------------------------------------------------------------------
                                                                    PRO FORMA
                                                                   ACQUISITION     PRO FORMA    ADJUSTMENTS       PRO FORMA
                                    CROSS COUNTRY   CLINFORCE(A)   ADJUSTMENTS      COMBINED    FOR OFFERING     AS ADJUSTED
                                    -------------   ------------   -----------     ----------   ------------     -----------
                                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                                 <C>             <C>            <C>             <C>          <C>              <C>
Revenue from services.............    $  103,872     $    7,693                    $  111,565                    $  111,565
 
Operating expenses:
 
  Direct operating expenses.......        79,002          5,350                        84,352                        84,352
 
  Selling, general and
    administrative expenses.......        14,175          1,606                        15,781                        15,781
 
  Bad debt expense................           420                                          420                           420
 
  Depreciation....................           518             35                           553                           553
 
  Amortization....................         3,592             92           169(b)        3,853                         3,853
 
  Non-recurring indirect
    transaction costs.............            --             --                            --                            --
                                      ----------     ----------                    ----------                    ----------
 
Total operating expenses..........        97,707          7,083                       104,959                       104,959
 
Income from operations............         6,165            610                         6,606                         6,606
 
Interest expense, net.............         4,008            179           421(c)        4,608        (2,812)(d)       1,796
                                      ----------     ----------                    ----------                    ----------
 
Income before income taxes........         2,157            431                         1,998                         4,810
 
Income tax expense................         1,085            166          (228)(e)       1,023         1,083(e)        2,106
                                      ----------     ----------                    ----------                    ----------
 
Income from continuing
  operations......................    $    1,072     $      265                    $      975                    $    2,704
                                      ==========     ==========                    ==========                    ==========
 
Basic and diluted income from
  continuing operations per common
  share...........................    $     0.27             --                    $     0.24                    $       --
                                      ==========     ==========                    ==========                    ==========
 
Weighted average common shares
  outstanding.....................     3,999,998             --                     3,999,998                            --
                                      ==========     ==========                    ==========                    ==========
</TABLE>

 
--------------------------
 
(a) Represents the historical consolidated revenues and direct operating
    expenses of ClinForce for the period from January 1, 2001 through March 16,
    2001. ClinForce was a subsidiary of Edgewater Technology, Inc. prior to
    being acquired by us in March 2001. The operating results of ClinForce are
    not necessarily indicative of amounts that would have been incurred had
    ClinForce operated as a stand-alone business during the period presented.
 
(b) Pro forma adjustment to record the amortization of intangible assets
    acquired as a result of the ClinForce acquisition. Our intangible assets are
    amortized on a straight-line basis over periods ranging from 5--25 years.
 
(c) Pro forma adjustment to record interest costs associated with the financing
    of the ClinForce acquisition using the weighted average interest rate in
    effect for the quarter ended March 31, 2001 (9.27%).
 
(d) Adjustment to record pro forma interest expense reduction as if
    $114.8 million of estimated offering proceeds were used to reduce
    outstanding debt through the repayment of $36.6 million of senior
    subordinated debt and repayment of $75.6 million of borrowings outstanding
    under our credit facility as of January 1, 2001.
 
(e) Pro forma adjustment for estimated income taxes at combined federal and
    state statutory rates for the effect of the other adjustments.
 
                                       24

<PAGE>

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS
 
    THE FOLLOWING DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITION AND RESULTS
OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH SELECTED CONSOLIDATED FINANCIAL
AND OTHER DATA AND OUR CONSOLIDATED FINANCIAL STATEMENTS AND THE ACCOMPANYING
NOTES THAT APPEAR ELSEWHERE IN THIS PROSPECTUS.
 
OVERVIEW
 
    We are the largest provider of healthcare staffing services in the United
States. Approximately 80% of our revenue is derived from travel nurse staffing.
We also provide complementary services, including staffing of clinical trials
and allied health professionals, search and recruitment, consulting and
education and training. For the year ended December 31, 2000, our revenue and
EBITDA, pro forma for the acquisitions of ClinForce and Heritage, were $407.3
million and $51.1 million, respectively.
 
HISTORY
 
    In July 1999, an affiliate of Charterhouse Group International, Inc. and
certain members of management acquired the assets of Cross Country Staffing, our
predecessor, from W. R. Grace & Co. Upon the closing of this transaction, we
changed from a partnership to a C corporation form of ownership. In
December 1999, we acquired TravCorps, which was owned by investment funds
managed by Morgan Stanley Private Equity and certain members of TravCorps'
management and subsequently changed our name to Cross Country TravCorps, Inc. In
May 2001, we changed our name to Cross Country, Inc.
 
REVENUE
 
    Travel nurse staffing revenue is received primarily from acute care
hospitals. Our clinical trials staffing revenue is received primarily from
pharmaceutical and biotechnology companies, as well as medical device
manufacturers. Revenue from allied health staffing services is received from
numerous sources, including providers of radiation, rehabilitation and
respiratory services at additional venues including nursing homes, sports
medicine clinics and schools. Our staffing placements are through contracts with
assignments typically lasting 13 weeks or longer. Revenue from our search and
recruitment, consulting and education and training services is received from
numerous sources, including hospitals, physician group practices, insurance
companies and individual healthcare professionals. Our fees are paid directly by
our clients rather than by government or other third-party payors.
 
    Revenue is recognized when services are rendered. Accordingly, accounts
receivable includes an accrual for employees' time worked but not yet invoiced.
Our field employees work predominantly under contracts where the individual is
our employee. We also offer mobile contracts, under which the individual is an
employee of the client facility for the purposes of payroll and we are paid an
hourly or weekly administrative fee.
 
    Our healthcare staffing revenue and earnings are impacted by the relative
supply of and demand for nurses at healthcare facilities. We rely significantly
on our ability to recruit and retain nurses and other healthcare personnel who
possess the skills, experience and, as required, licensure necessary to meet the
specified requirements of our clients. Shortages of qualified nurses and other
healthcare personnel could limit our ability to fill open assignments and grow
our revenue and EBITDA.
 
    Fluctuations in patient occupancy at our clients' facilities may also affect
the profitability of our business. As occupancy increases, temporary employees
are often added before full-time employees are hired. As occupancy decreases,
clients tend to reduce their use of temporary employees before
 
                                       25

<PAGE>
undertaking layoffs of their regular employees. In addition, we may experience
more competitive pricing pressure during periods of occupancy downturn.
 
ACQUISITIONS
 
    In May 2001, we acquired Gill/Balsano, a healthcare management consulting
firm, for $1.8 million in cash and potential earnout payments of $2.0 million.
 
    In March 2001, we acquired ClinForce for $31.0 million in cash. ClinForce
supplies supplemental staffing services for clinical trials. ClinForce's revenue
was $28.9 million for the year ended December 31, 2000. We believe this
acquisition will enable us to extend our services into a fragmented and
complementary segment of the healthcare staffing market.
 
    In December 2000, we completed the acquisition of Heritage, a provider of
continuing education programs to the healthcare community, for a purchase price
of approximately $6.5 million in cash and potential earnout payments of
approximately $6.5 million.
 
    In July 2000, we acquired E-Staff, an application service provider that has
developed an internet subscription-based communication, scheduling,
credentialing and training service business for healthcare providers, for $1.5
million in cash and potential earnout payments of $3.2 million.
 
    In December 1999, we acquired all outstanding shares of TravCorps' common
stock in exchange for shares of our common stock then valued at approximately
$32.1 million and we assumed TravCorps' debt of $45.0 million. TravCorps had
revenues of $113.0 million for the period December 27, 1998 to December 15,
1999.
 
DISCONTINUED OPERATIONS
 
    In December 2000, we committed to a formal plan to divest HospitalHub, Inc.,
or HospitalHub, our electronic job board business, which began operations in
1999. The operating results of HospitalHub have been accounted for as
discontinued operations in our consolidated financial statements and notes
thereto and in the other financial information included herein. We completed the
divestiture of HospitalHub in the second quarter of 2001.
 
GOODWILL AND OTHER INTANGIBLE ASSETS
 
    Goodwill and other intangible assets from the acquisition of the assets of
Cross Country Staffing, our predecessor, and from subsequent acquisitions were
$153.4 million and $97.5 million, respectively, at March 31, 2001. Goodwill and
other intangible assets are being amortized using the straight-line method over
their estimated useful lives ranging from 4.5 to 25 years. Goodwill and other
intangible assets represented 205% of our stockholders' equity as of March 31,
2001. The amount of goodwill and other intangible assets amortized equaled 58.3%
of our income from operations for the three months ended March 31, 2001.
 
    In June 2001, the Financial Accounting Standards Board approved its exposure
draft, BUSINESS COMBINATIONS AND INTANGIBLE ASSETS--ACCOUNTING FOR GOODWILL. The
statements that will be derived from the exposure draft eliminate the
pooling-of-interests method of accounting for business combinations and require
that goodwill and certain intangible assets not be amortized. Instead, these
assets will be reviewed for impairment annually with any related losses
recognized in earnings when incurred. The standards are expected to be issued in
July 2001 and will apply to us beginning January 1, 2002 for existing intangible
assets and July 1, 2001 for business combinations completed after June 30, 2001.
 
                                       26

<PAGE>
RESULTS OF OPERATIONS
 
    The following table summarizes, for the periods indicated, selected
statement of operations data expressed as a percentage of revenue:
 

<TABLE>
<CAPTION>
                                            PREDECESSOR
                                    ---------------------------
                                                    PERIOD FROM   PERIOD FROM                       THREE MONTHS
                                     YEAR ENDED     JANUARY 1-      JULY 30-      YEAR ENDED       ENDED MARCH 31,
                                    DECEMBER 31,     JULY 29,     DECEMBER 31,   DECEMBER 31,    -------------------
AS A % OF REVENUE                       1998           1999           1999           2000          2000       2001
-----------------                   -------------   -----------   ------------   -------------   --------   --------
<S>                                 <C>             <C>           <C>            <C>             <C>        <C>
Revenue...........................      100.0%         100.0%        100.0%          100.0%       100.0%     100.0%
Direct operating expenses.........       76.9           75.6          77.6            74.3         74.9       76.1
Selling, general and
  administrative expenses.........       12.0           12.0          10.5            13.3         13.4       13.6
Bad debt expense..................        0.5            0.1           0.6             0.1          0.3        0.4
                                        -----          -----         -----           -----        -----      -----
EBITDA(a).........................       10.6           12.3          11.3            12.3         11.4        9.9
Depreciation and amortization.....        0.7            0.7           5.2             4.1          4.2        4.0
Non-recurring indirect transaction
  costs...........................         --             --            --             0.4          0.3         --
                                        -----          -----         -----           -----        -----      -----
Income from operations............        9.9           11.6           6.1             7.8          6.9        5.9
Interest expense, net.............        0.5            0.2           5.5             4.2          4.3        3.9
Other expenses....................        0.1            0.2            --              --           --         --
                                        -----          -----         -----           -----        -----      -----
Income before income taxes and
  discontinued operations.........        9.3           11.2           0.6             3.6          2.6        2.0
Income tax expense(b).............         --             --           0.8             1.8          1.3        1.0
                                        -----          -----         -----           -----        -----      -----
Income (loss) before discontinued
  operations......................        9.3           11.2          (0.2)            1.8          1.3        1.0
Loss from discontinued operations,
  net of income taxes.............         --             --          (0.2)           (0.4)        (0.3)      (0.4)
Estimated loss on disposal of
  discontinued operations.........         --             --            --            (0.1)          --       (0.6)
                                        -----          -----         -----           -----        -----      -----
Net income (loss).................        9.3%          11.2%         (0.4)%           1.3%         1.0%       0.0%
                                        =====          =====         =====           =====        =====      =====
</TABLE>

 
------------------------
 
(a) We define EBITDA as income before interest, income taxes, depreciation,
    amortization and non-recurring indirect transaction costs. EBITDA should not
    be considered a measure of financial performance under generally accepted
    accounting principles. Items excluded from EBITDA are significant components
    in understanding and assessing financial performance. EBITDA is a key
    measure used by management to evaluate our operations and provide useful
    information to investors. EBITDA should not be considered in isolation or as
    an alternative to net income, cash flows generated by operations, investing
    or financing activities, or other financial statement data presented in the
    consolidated financial statements as indicators of financial performance or
    liquidity. Because EBITDA is not a measurement determined in accordance with
    generally accepted accounting principles and is thus susceptible to varying
    calculations, EBITDA as presented may not be comparable to other similarly
    titled measures of other companies.
 
(b) Prior to July 30, 1999, we were a partnership for which income tax expense
    was determined at the partner level.
 
                                       27

<PAGE>
    The following sections should be read in conjunction with the History and
Acquisitions sections that appear above in this Management's Discussion and
Analysis.
 
    THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31,
     2000
 
    Revenue increased by 16.0% to $103.9 million for the three months ended
March 31, 2001 as compared to $89.6 million for the three months ended
March 31, 2000. Revenue included from Heritage and ClinForce, which were
acquired on December 26, 2000 and March 16, 2001, respectively, totaled
$4.9 million for the three months ended March 31, 2001. Excluding the effects of
these acquisitions, revenue increased $9.6 million, or 10.7%, as compared with
the three months ended March 31, 2000. This increase is primarily due to an
increase in the average hourly bill rate offset, in part, by a modest reduction
in the average number of hours billed per FTE per week. The average number of
field employees remained relatively constant from period to period. The average
hourly bill rate increased primarily as a result of bill rate increases and, to
a lesser extent, an increase in the percentage of nurses working under staffing
rather than mobile contracts. The average number of hours worked per week per
FTE decreased primarily as a result of an increase in the number of nurses
working three 12 hour shifts rather than five 8 hour shifts. Of the
$103.9 million of revenue from the three months ended March 31, 2001, 83.2% of
revenue was generated by travel nursing operations, 9.5% from other staffing
operations and 7.3% from other services. Of the $89.6 million of revenue from
the three months ended March 31, 2000, 87.7% was generated by travel nursing
operations, 8.4% from other staffing operations and 3.9% from other services.
 
    Direct operating expenses are comprised primarily of field employee
compensation expenses, housing expenses, travel expenses and field insurance
expenses. Direct operating expenses totaled $79.0 million for the three months
ended March 31, 2001 as compared to $67.1 million for the three months ended
March 31, 2000. As a percentage of revenue, direct operating expenses
represented 76.1% of revenue for the three months ended March 31, 2001 as
compared with 74.9% for the three months ended March 31, 2000. The increase in
direct operating expenses as a percent of revenue was mostly attributable to an
increase in field salaries, housing costs and health insurance. These increases
were offset in part by the relatively lower direct operating expenses, as a
percent of revenue, for each of Heritage and ClinForce.
 
    Selling, general and administrative expenses are comprised primarily of
corporate and administrative personnel compensation, advertising, referral
bonuses, insurance, communication, rent, utilities and postage and delivery.
Selling, general and administrative expenses totaled $14.2 million for the three
months ended March 31, 2001 as compared to $12.1 million for the three months
ended March 31, 2000. As a percentage of revenue, selling, general and
administrative expenses increased to 13.6% of revenue for the three months ended
March 31, 2001, as compared with 13.4% for the three months ended March 31,
2000. We expect selling, general and administrative expenses as a percent of
revenue to continue to remain higher throughout 2001, as compared to 2000, as a
result of the acquisitions of Heritage and ClinForce, which have historically
had higher selling, general and administrative expenses than our travel nurse
staffing business.
 
    Bad debt expense totaled $0.4 million for the three months ended March 31,
2001 as compared to $0.2 million for the three months ended March 31, 2000. As a
percentage of revenue, bad debt expense represented 0.4% of revenue for the
three months ended March 31, 2001 as compared with 0.3% for the three months
ended March 31, 2000.
 
    EBITDA, as a result of the above, totaled $10.3 million for the three months
ended March 31, 2001 as compared to $10.2 million for the three months ended
March 31, 2000. As a percentage of revenue, EBITDA represented 9.9% of revenue
for the three months ended March 31, 2001 as compared with 11.4% for the three
months ended March 31, 2000.
 
                                       28

<PAGE>
    Depreciation and amortization expense totaled $4.1 million for the three
months ended March 31, 2001 as compared to $3.7 million for the three months
ended March 31, 2000. The increase was primarily due to the increased
amortization of goodwill and other intangibles resulting from the Heritage and
ClinForce acquisitions. As a percentage of revenue, depreciation and
amortization expense declined to 4.0% of revenue for the three months ended
March 31, 2001 as compared to 4.2% for the three months ended March 31, 2000.
 
    Non-recurring indirect transaction costs for the three months ended
March 31, 2000 were $0.3 million, comprised of non capitalizable transition
bonuses and integration costs related to the TravCorps acquisition.
 
    Income from operations totaled $6.2 million for each of the three months
ended March 31, 2001 and for the three months ended March 31, 2000. As a
percentage of revenue, income from operations represented 5.9% of revenue for
the three months ended March 31, 2001 as compared with 6.9% for the three months
ended March 31, 2000.
 
    Net interest expense totaled $4.0 million for the three months ended
March 31, 2001 as compared to $3.8 million for the three months ended March 31,
2000. This increase was primarily due to borrowings related to the Heritage and
ClinForce acquisitions.
 
    Income before income taxes and discontinued operations totaled $2.2 million
for the three months ended March 31, 2001 as compared to $2.4 million for the
three months ended March 31, 2000 due to the factors discussed above.
 
    Income tax expense totaled $1.1 million for the three months ended
March 31, 2001 as compared to $1.2 million for the three months ended March 31,
2000.
 
    Income before discontinued operations totaled $1.1 million for the three
months ended March 31, 2001 as compared to $1.2 million for the three months
ended March 31, 2000.
 
    Losses from discontinued operations, net of income tax benefits, in
connection with HospitalHub were $0.4 million for the three months ended
March 31, 2001 as compared to $0.3 million for the three months ended March 31,
2000. A $0.6 million loss was recognized on the planned disposal of the
HospitalHub operation during the three months ended March 31, 2001. The
divestiture of HospitalHub was completed in the second quarter of 2001.
 
    Net income for the three months ended March 31, 2001 was $0.0 million as
compared to $0.9 million for the three months ended March 31, 2000.
 
YEAR ENDED DECEMBER 31, 2000 COMPARED TO FIVE-MONTH PERIOD
JULY 30-DECEMBER 31, 1999 AND THE SEVEN-MONTH PERIOD JANUARY 1-JULY 29, 1999
 
    Revenue for the year ended December 31, 2000 totaled $367.7 million as
compared to $193.7 million for the two periods that comprise 1999. Revenue for
the two periods that comprise 1999 includes the results of TravCorps from its
date of acquisition on December 16, 1999. Had the results of TravCorps'
operations for the full year of 1999 been included with the combined revenue for
the two periods in 1999, revenue would have increased by 19.9% to
$367.7 million in 2000 from $306.6 million in 1999. The increase was
attributable to an increase in the average number of traveling nurses, a higher
average hourly bill rate and increased allied health staffing revenue. For the
year ended December 31, 2000, 87.5% of revenue was generated by travel nursing
operations, 7.8% from other staffing operations and 4.7% from other services. Of
the $306.6 million of revenue for the two periods that comprise 1999, and
including TravCorps for the full year of 1999, 84.9% was generated by travel
nursing operations, 8.4% from other staffing operations and 6.7% from other
services.
 
    Direct operating expenses for the year ended December 31, 2000 totaled
$273.1 million as compared to $68.0 million for the five-month period
July 30-December 31, 1999 and $80.2 million for
 
                                       29

<PAGE>
the seven-month period January 1-July 29, 1999. As a percentage of revenue,
direct operating expenses represented 74.3% of revenue for the year ended
December 31, 2000 compared with 77.6% for the five-month period
July 30-December 31, 1999 and 75.6% for the seven-month period
January 1-July 29, 1999. The relative improvement was largely a result of the
inclusion of revenue from our search, recruitment and consulting subsidiaries,
for which all salaries and related expenses are classified as selling, general
and administrative expenses. We acquired these subsidiaries in December 1999 in
connection with our acquisition of the assets of TravCorps.  In addition, for
1999, a change was made in the manner by which we compensated travel nurses and
allied health professionals which resulted in greater direct operating expenses,
as a percentage of revenue for the five-month period July 30-December 31, 1999.
 
    Selling, general and administrative expenses for the year ended
December 31, 2000 totaled $49.0 million as compared to $9.3 million for the
five-month period July 30-December 31, 1999 and $12.7 million for the
seven-month period January 1-July 29, 1999. As a percentage of revenue, selling,
general and administrative expenses represented 13.3% of revenue for the year
ended December 31, 2000 compared with 10.5% for the five-month period
July 30-December 31, 1999 and 12.0% for the seven-month period
January 1-July 29, 1999. The relative increase in 2000 resulted from inclusion
of the TravCorps operations, which historically have had greater selling,
general and administrative expenses on a percentage of revenue basis. The
decrease in selling, general and administrative expenses during the period
July 30-December 31, 1999 as compared with the period January 1-July 30, 1999
was due to the modification of a management incentive program in July 1999.
 
    Bad debt expense for the year ended December 31, 2000 totaled $0.4 million
as compared to $0.5 million for the five-month period July 30-December 31, 1999
and $0.2 million for the seven-month period January 1-July 29, 1999. As a
percentage of revenue, bad debt expense represented 0.1% of revenue for 2000
compared with 0.6% for the five-month period July 30-December 31, 1999 and 0.1%
for the seven-month period January 1-July 29, 1999. The increase in bad debt
expense during the five-month period July 30-December 31, 1999 was due to the
increase in the aging of accounts relating to one provider.
 
    EBITDA, as a result of the above, totaled $45.1 million for the year ended
December 31, 2000 as compared to $9.9 million for the five-month period
July 30-December 31, 1999 and $13.0 million for the seven-month period
January 1-July 29, 1999. As a percentage of revenue, EBITDA represented 12.3% of
revenue for the year ended December 31, 2000 compared with 11.3% for the
five-month period July 30-December 31, 1999 and 12.3% for the seven-month period
January 1-July 29, 1999.
 
    Depreciation and amortization expense for the year ended December 31, 2000
totaled $15.0 million as compared to $4.6 million for the five-month period
July 30-December 31, 1999 and $0.7 million for the seven-month period
January 1-July 29, 1999. The increase in depreciation and amortization expense
in 2000 was due to amortization of goodwill resulting from the acquisition of
the assets of Cross Country Staffing and the TravCorps acquisition. As a
percentage of revenue, depreciation and amortization expense represented 4.1% of
revenue for 2000 compared with 5.2% for the five-month period
July 30-December 31, 1999 and 0.7% for the seven-month period
January 1-July 29, 1999.
 
    Non-recurring indirect transaction costs totaled $1.3 million for the year
ended December 31, 2000, which consisted primarily of transition bonuses related
to the TravCorps acquisition.
 
    Income from operations for the year ended December 31, 2000 totaled
$28.8 million as compared to $5.3 million for the five-month period
July 30-December 31, 1999 and $12.3 million for the seven-month period
January 1-July 29, 1999. As a percentage of revenue, income from operations
represented 7.8% of revenue for the year ended December 31, 2000 compared with
6.1% for the five-month period July 30-December 31, 1999 and 11.6% for the
seven-month period January 1-July 29, 1999.
 
                                       30

<PAGE>
    Net interest expense for the year ended December 31, 2000 totaled
$15.4 million as compared to $4.8 million for the five-month period
July 30-December 31, 1999 and $0.2 million for the seven-month period
January 1-July 29, 1999. The increase in 2000, and for the five-month period
July 30-December 31, 1999, was due to debt incurred in connection with our
acquisition of the assets of Cross Country Staffing in July 1999 and a higher
weighted average effective borrowing rate.
 
    Income before income taxes and discontinued operations for the year ended
December 31, 2000 totaled $13.4 million as compared to $0.5 million for the
five-month period July 30-December 31, 1999 and $11.9 million for the
seven-month period January 1-July 29, 1999.
 
    Income tax expense for the year ended December 31, 2000 was $6.7 million as
compared to $0.7 million for the five-month period July 30-December 31, 1999.
Our effective tax rate was 50.3% for the year ended December 31, 2000 and 128.0%
for the period July 30-December 31, 1999 largely as a result of non-deductible
expenses. Excluding the effects of non-deductible items and the tax benefit of
our discontinued operations, our effective tax rates for the year ended
December 31, 2000 and for the period July 30-December 31, 1999 were 41.5% and
34.7%, respectively. Prior to July 30, 1999, we were a partnership for which
income tax expense was determined at the partner level. Pro forma adjustments
have been made in the Cross Country Staffing financial statements included
elsewhere in this prospectus as if we were subject to federal income taxes for
the seven-month period January 1-July 29, 1999 using a 49.0% effective tax rate.
On a pro forma basis, income tax expense was $5.8 million for the seven-month
period January 1-July 29, 1999.
 
    Income before discontinued operations totaled $6.7 million for the year
ended December 31, 2000 as compared to a loss of $0.1 million for the five-month
period July 30-December 31, 1999.
 
    Losses from discontinued operations, net of income tax benefits, for the
year ended December 31, 2000, and the five-month period July 30-December 31,
1999, were $1.6 million and $0.2 million, respectively, in connection with
HospitalHub, which began operations in 1999. Also for the year ended
December 31, 2000, a $0.5 million loss was recognized on the planned disposal of
HospitalHub. The divestiture of HospitalHub was completed in the second quarter
of 2001.
 
    Net income for the year ended December 31, 2000 totaled $4.6 million as
compared to a net loss of $0.3 million for the five-month period
July 30-December 31, 1999. Net income for the seven-month period
January 1-July 29, 1999 was $6.0 million, including a pro forma adjustment for
income tax expense as discussed above.
 
THE SEVEN-MONTH PERIOD JANUARY 1, 1999-JULY 29, 1999 AND THE FIVE-MONTH PERIOD
JULY 30, 1999-DECEMBER 31, 1999 COMPARED TO THE YEAR ENDED DECEMBER 31, 1998
 
    Revenue for the five-month period July 30-December 31, 1999 totaled
$87.7 million and for the seven-month period January 1-July 29, 1999 totaled
$106.0 million as compared to $158.6 million for 1998. Combined revenue for the
two periods that comprise 1999 totaled $193.7 million, representing a 22.1%
increase over the year ended December 31, 1998. The increase primarily was due
to increases in the number of hours worked by our travel nurses and in the
average hourly bill rate, as well as a more favorable staffing mix.
 
    Direct operating expenses for the five-month period July 30-December 31,
1999 totaled $68.0 million and for the seven-month period January 1-July 29,
1999 totaled $80.2 million as compared to $122.0 million for the year ended
December 31, 1998. As a percentage of revenue, direct operating expenses
represented 77.6% of revenue for the five-month period July 30-December 31, 1999
and 75.6% for the seven-month period January 1-July 29, 1999 as compared to
76.9% for the year ended December 31, 1998. In 1999, a change was made in the
manner by which we compensated travel nurses and allied health professionals
which resulted in greater direct operating expenses, as a percentage of revenue
for the five-month period July 30-December 31, 1999. The relative improvement,
as a percent
 
                                       31

<PAGE>
of revenue, during the seven-month period January 1-July 29, 1999 as compared to
the year ended December 31, 1998 was due to a a greater percentage increase in
billing rates than field employee compensation expense.
 
    Selling, general and administrative expenses for the five-month period
July 30-December 31, 1999 totaled $9.3 million and for the seven-month period
January 1-July 29, 1999 totaled $12.7 million as compared to $19.1 million for
the year ended December 31, 1998. As a percentage of revenue, selling, general
and administrative expenses was 10.5% of revenue for the five-month period
July 30-December 31, 1999 and 12.0% for the seven-month period
January 1-July 29, 1999 compared with 12.0% for the year ended December 31,
1998. The decrease in selling, general and administrative expenses as percentage
of revenue during the July 30-December 31, 1999 period was due to the
modification of a management incentive program in July 1999.
 
    Bad debt expense for the five-month period July 30-December 31, 1999 totaled
$0.5 million and for the seven-month period January 1-July 29, 1999 totaled
$0.2 million as compared to $0.7 million for the year ended December 31, 1998.
As a percentage of revenue, bad debt expense was 0.6% of revenue for the
five-month period July 30-December 31, 1999, 0.1% for the seven-month period
January 1-July 29, 1999 and 0.5% for 1998. The relative improvement from 1998 to
the seven-month period January 1-July 29, 1999 was attributable to better
collections of aged receivables. The increase in bad debt expense during the
five-month period July 30-December 31, 1999 was due to the increase in the aging
of accounts relating to one provider.
 
    EBITDA, as a result of the above, for the five-month period
July 30-December 31, 1999 totaled $9.9 million and for the seven-month period
January 1-July 29, 1999 totaled $13.0 million as compared to $16.8 million for
the year ended December 31, 1998. As a percentage of revenue, EBITDA represented
11.3% of revenue for the five-month period July 30-December 31, 1999 and 12.3%
for the seven-month period January 1-July 29, 1999 as compared to 10.6% for the
year ended December 31, 1998.
 
    Depreciation and amortization expense for the five-month period
July 30-December 31, 1999 totaled $4.6 million and for the seven-month period
January 1-July 29, 1999 totaled $0.7 million as compared to $1.1 million for the
year ended December 31, 1998. As a percentage of revenue, depreciation and
amortization expense represented 5.2% of revenue for the five-month period
July 30-December 31, 1999 and 0.7% for the seven-month period
January 1-July 29, 1999 as compared to 0.7% for the year ended December 31,
1998. The relative increase for the five-month period July 30-December 31, 1999
was due principally to amortization of goodwill and other intangible assets
which resulted from the acquisition of the assets of Cross Country Staffing.
 
    Income from operations for the five-month period July 30-December 31, 1999
totaled $5.3 million and for the seven-month period January 1-July 29, 1999
totaled $12.3 million as compared to $15.7 million for the year ended
December 31, 1998. As a percentage of revenue, income from operations
represented 6.1% of revenue for the five-month period July 30-December 31, 1999
and 11.6% for the seven-month period January 1-July 29, 1999 as compared to 9.9%
for the year ended December 31, 1998.
 
    Net interest expense for the five-month period July 30-December 31, 1999
totaled $4.8 million and for the seven-month period January 1-July 29, 1999
totaled $0.2 million as compared to $0.8 million for the year ended
December 31, 1998. The relative increase in net interest expense for the
five-month period July 30-December 31, 1999 was due to debt incurred in
connection with our acquisition of the assets of Cross Country Staffing, in
July 1999, and a higher weighted average effective borrowing rate.
 
    Income before income taxes and discontinued operations for the five-month
period July 30-December 31, 1999 totaled $0.5 million and for the seven-month
period January 1-July 29, 1999 totaled $11.9 million as compared to
$14.7 million for the year ended December 31, 1998. As a
 
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percentage of revenue, income before income taxes and discontinued operations
represented 0.6% of revenue for the five-month period July 30-December 31, 1999
and 11.2% for the seven-month period January 1-July 29, 1999 as compared to 9.3%
for the year ended December 31, 1998.
 
    Income tax expense for the five-month period July 30-December 31, 1999
totaled $0.7 million. Our effective tax rate was 128% for the five-month period
July 30-December 31, 1999 largely as a result of non-deductible expenses.
Excluding the effects of non-deductible items and the tax benefit of
discontinued operations, our effective tax rate for the five-month period
July 30-December 31, 1999 was 34.7%. For the seven-month period
January 1-July 29, 1999 and for the year ended December 31, 1998, our
predecessor was a partnership for which income tax expense was determined at the
partner level. Pro forma adjustments have been made in the Cross Country
Staffing financial statements included elsewhere in this prospectus as if we
were subject to federal income taxes for the seven-month period
January 1-July 29, 1999 using a 49.0% effective tax rate. On a pro forma basis,
income tax expense was $5.8 million for the seven-month period
January 1-July 29, 1999.
 
    Loss before discontinued operations for the five-month period
July 30-December 31, 1999 totaled $0.1 million.
 
    Loss from discontinued operations, net of taxes, for the five-month period
July 30-December 31, 1999 was $0.2 million, in connection with HospitalHub,
which began operations in 1999. The divestiture of HospitalHub was completed in
the second quarter of 2001.
 
    Net loss for the five-month period July 30-December 31, 1999 was
$0.3 million. Net income for the seven-month period January 1-July 29, 1999 was
$6.1 million, including a pro forma adjustment for income tax expense as
discussed above.
 
LIQUIDITY AND CAPITAL RESOURCES
 
    As of March 31, 2001, we had a current ratio, the amount of current assets
divided by current liabilities, of 1.9 to 1.0. Working capital increased by
$3.4 million to $37.7 million as of March 31, 2001, compared to $34.3 million as
of December 31, 2000. The increase in working capital is primarily due to a
$6.1 million increase in accounts receivable. Although accounts receivable
increased, days sales outstanding decreased to 62 days at March 31, 2001
compared with 64 days at December 31, 2000.
 
    Our operating cash flows constitute our primary source of liquidity and
historically have been sufficient to fund our working capital, capital
expenditures, internal business expansion and debt service. We believe that our
capital resources are sufficient to meet our working capital needs for the next
twelve months. We expect to meet our future working capital, capital
expenditures, internal business expansion, debt service and acquisition
requirements from a combination of operating cash flow and funds available under
our credit facility.
 
CREDIT FACILITY
 
    In March 2001, we amended our credit facility. The amended credit facility
is comprised of (i) a revolving credit facility of up to $30.0 million,
including a swing-line sub-facility of $7.0 million and a letter of credit
sub-facility of $6.0 million, and (ii) a $144.9 million term loan facility. The
revolving facility matures on July 29, 2005 and the term loan facility has
staggered maturities in 2001, 2002, 2003, 2004 and 2005.
 
    Borrowings under the amended credit facility bear interest at variable rates
based, at our option, on LIBOR or the prime rate plus various applicable margins
which are determined by the amended credit facility. As of March 31, 2001, the
weighted average effective interest rate under the amended credit facility was
8.99%. We are required to pay a quarterly commitment fee at a rate of 0.50% per
annum on unused commitments under the revolving loan facility. As of July 1,
2001, we had availability under our revolving credit facility of $17.7 million
and under our letter of credit sub-facility of $1.9 million.
 
                                       33

<PAGE>
    The terms of the amended credit facility include customary covenants and
events of default. Our investments covenant requires us to obtain the consent of
our lenders to complete any acquisition, the costs of which exceeds
$10.0 million. In addition, after this offering, if affiliates of Charterhouse
and investment funds managed by Morgan Stanley Private Equity, as a group, cease
to beneficially own at least 45.0% of our capital stock, a change of control,
which constitutes an event of default, will occur under the credit facility.
Borrowings under the amended credit facility are collateralized by substantially
all our assets and the assets of our subsidiaries.
 
    Our credit facility requires us to use the first $40.0 million of proceeds
from this offering to reduce amounts outstanding thereunder. If after giving
effect to such application of proceeds, we satisfy the requisite debt to EBITDA
ratio specified in the credit facility, we are permitted to use remaining net
cash proceeds of this offering to redeem the outstanding principal on our senior
subordinated pay-in-kind notes, plus accrued interest and any fees and expenses
related to prepayment.
 
SENIOR SUBORDINATED PAY-IN-KIND NOTES
 
    On July 29, 1999, we issued $30.0 million of senior subordinated pay-in-kind
notes to two financial institutions. We used the proceeds of the senior
subordinated notes to finance the acquisition of the assets of Cross Country
Staffing, our predecessor, and to pay our transaction fees and expenses.
Interest on the senior subordinated notes accrues at 12.0% per annum and is
compounded quarterly. The senior subordinated notes mature at the earlier of six
months after the final maturity of the amended credit facility or upon a change
in control. We plan to redeem our senior subordinated pay-in-kind notes out of
the proceeds of this offering. In connection with our proposed redemption of the
senior subordinated pay-in-kind notes, we will be required to pay a redemption
premium equal to 4.0% of outstanding principal plus accrued and unpaid interest
on the notes.
 
THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000
 
    Net cash provided by operating activities for the three months ended
March 31, 2001 increased $1.7 million to a provision of $5.0 million as compared
to a provision of $3.3 million for the three months ended March 31, 2000. The
use of cash from investing activities for the three months ended March 31, 2000
increased $32.1 million to a use of $32.6 million as compared to a use of
$0.5 million for the three months ended March 31, 2000. Investing activities
during the three months ended March 31, 2001 included $31.3 million for the
acquisition of ClinForce. No acquisitions were completed during the three months
ended March 31, 2000. Net cash provided by financing activities for the three
months ended March 31, 2001 increased by $35.0 million to a provision of
$27.6 million as compared to a use of $7.4 million for the three months ended
March 31, 2000.
 
YEAR ENDED DECEMBER 31, 2000 COMPARED TO THE FIVE-MONTH PERIOD
JULY 30-DECEMBER 31, 1999 AND THE SEVEN-MONTH PERIOD JANUARY 1-JULY 29, 1999
 
    Net cash provided by operating activities for 2000 increased $4.1 million to
a provision of $10.4 million as compared to a provision of $6.3 million for the
five-month period July 30-December 31, 1999 and a provision of $12.2 million for
the seven-month period January 1-July 29, 1999. Excluding income tax expense,
our cash flow from operations was $17.1 million in 2000 compared with
$7.0 million for the period July 30-December 31, 1999 and $12.2 million for the
period January 1-July 29, 1999. The use of cash from investing activities for
2000 increased $11.0 million to a use of $9.6 million as compared to a provision
of $1.4 million for the five-month period from July 30-December 31, 19999 and a
use of $0.2 million for the seven-month period January 1-July 29, 1999.
Investing activities during 2000 included $6.2 million for the acquisition of
Heritage and $1.5 million for the acquisition of E-Staff as compared to net cash
provided by acquisitions for the five-month period July 30-December 31, 1999 of
$1.8 million from the acquisition of TravCorps. No acquisitions were completed
during the period from January 1-July 30, 1999. Net cash used by financing
activities for 2000 increased $2.5 million to a use of $5.6 million as compared
to a use of $3.1 million for the five-month period July 30-December 31, 1999 and
a use of $12.0 million for
 
                                       34

<PAGE>
the seven-month period January 1-July 29, 1999. Financing activities for 2000
consisted of borrowings and repayments under debt agreements, including
primarily $5.1 million of net repayments under our term loan agreement,
borrowing of $3.9 million of subordinated debt and net repayments under our
revolver and swing line agreements of $1.0 million.
 
FIVE-MONTH PERIOD JULY 30-DECEMBER 31, 1999 AND THE SEVEN-MONTH PERIOD
JANUARY 1-JULY 29, 1999 COMPARED TO THE YEAR ENDED DECEMBER 31, 1998
 
    Net cash provided by operating activities for the five-month period
July 30-December 31, 1999 decreased $5.9 million to a provision of $6.3 million
as compared to a provision of $12.2 million for the seven-month period
January 1-July 29, 1999 and a provision of $14.4 million for 1998. The use of
cash from investing activities for the five-month period July 30-December 31,
1999 decreased $1.6 million to a provision of $1.4 million as compared to a use
of $0.2 million for the seven-month period from January 1-July 29, 1999 and a
use of $1.0 million for 1998. The net cash provided by acquisitions for the
five-month period July 30-December 31, 1999 included $1.8 million from the
acquisition of TravCorps. Net cash used by financing activities the five-month
period July 30-December 31, 1999 decreased $8.9 million to a use of
$3.1 million as compared to a use of $12.0 million for the seven-month period
January 1-July 29, 1999 and a use of $13.5 million for 1998.
 
INFLATION
 
    During the last several years, the rate of inflation in healthcare related
services has exceeded that of the economy as a whole. This inflation has
increased our direct operating costs. We are also impacted by fluctuations in
housing costs. Historically, we have been able to recoup the negative impact of
such fluctuations by increasing our billing rates. We may not be able to
continue increasing our billing rates and increases in our direct operating
costs may adversely affect us in the future. In addition, our clients are
impacted by payments of healthcare benefits by federal and state governments as
well as private insurers.
 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
    We are exposed to interest rate changes, primarily as a result of our credit
facility which bears interest based on floating rates. We are party to an
interest rate swap agreement which fixes the interest rate paid on
$45.0 million of borrowings under our credit facility at 6.705% effective
January 1, 2001, plus the applicable margin. The swap matures in February 2003.
Prior to January 2001, we accounted for the swap agreement as a hedge, which
means changes in the fair value of the swap were not required to be recognized
in earnings. Effective January 1, 2001, we adopted Statement of Financial
Accounting Standard No. 133 ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES. Upon adopting SFAS No. 133, we recorded a liability for the fair
value of the swap, which reduced consolidated stockholders' equity by $910,000.
We will recognize changes in the fair value of the swap in earnings to the
extent such changes are greater or less than the corresponding change in the
fair value of the future variable interest payments on the portion of the debt
underlying the swap. We do not contemplate that such changes will be material to
our results of operations for the remainder of 2001. However, changes in
interest rates which result in a yield curve that is different from those
projected may cause changes in the fair value of the swap to have a significant
impact on our results of operations.
 
    A 1% change in interest rates on variable rate debt would have resulted in
interest expense fluctuating approximately $0.4 million for 1999, $1.2 million
for 2000, and $0.3 million for the three months ended March 31, 2001.
 
                                       35

<PAGE>
                        BUSINESS OF CROSS COUNTRY, INC.
 
OVERVIEW OF OUR COMPANY
 
    We are the largest provider of healthcare staffing services in the United
States. Approximately 80% of our revenue is derived from travel nurse staffing.
We also provide complementary services, including staffing of clinical trials
and allied health professionals, search and recruitment, consulting, and
education and training. Our active client base includes over 2,500 hospitals,
pharmaceutical companies and other healthcare providers across all 50 states.
Our fees are paid directly by our clients rather than by government or other
third-party payors. We are well positioned to take advantage of current industry
dynamics, including the growing shortage of nurses in the United States, the
growing demand for healthcare services and the trend among healthcare providers
toward outsourcing staffing services. For the year ended December 31, 2000, our
revenue and EBITDA, pro forma for the acquisitions of ClinForce and Heritage,
were $407.3 million and $51.1 million, respectively.
 
OVERVIEW OF OUR INDUSTRY
 
    The STAFFING INDUSTRY REPORT, an independent staffing industry publication,
estimates that the healthcare segment of the temporary staffing market generated
$7.2 billion in revenue in 2000 and that this segment will grow 18% to
$8.5 billion in 2001.
 
    The most common temporary nurse staffing alternatives available to hospital
administrators are travel nurses and per diem nurses.
 
    - Travel nurse staffing involves placement of registered nurses on a
      contracted, fixed-term basis. Travel nurses provide a long-term solution
      to a nurse shortage, present hospitals and other healthcare facilities
      with a pool of potential full-time job candidates and enable healthcare
      facilities to provide their patients with continuity of care. Assignments
      may run several weeks to one year, but are typically 13 weeks long. The
      healthcare professional temporarily relocates to the geographic area of
      the assignment. The staffing company generally is responsible for
      providing travel nurses with customary employment benefits and for
      coordinating travel and housing arrangements.
 
    - Per diem staffing comprises the majority of all temporary healthcare
      staffing and involves placement of locally based healthcare professionals
      on very short-term assignments, often for daily shift work. Per diem
      staffing often involves little advance notice of assignments by the
      client.
 
INDUSTRY DYNAMICS
 
    SHORTAGE OF NURSES.  There is a pronounced shortage of registered nurses,
especially experienced, specialty nurses who staff operating rooms, emergency
rooms, intensive care units and pediatric wards. A recent study published in the
JOURNAL OF THE AMERICAN MEDICAL ASSOCIATION, estimates that by 2020, the
nationwide registered nurse workforce will be nearly 20% below projected
requirements.
 
    Several factors have contributed to the decline in the supply of nurses:
 
    - The nurse pool is getting older and retiring. The study in the JOURNAL OF
      THE AMERICAN MEDICAL ASSOCIATION projects that within the next ten years,
      the average age of registered nurses will increase 3.5 years to over 45.
 
    - Enrollment in nursing education programs is decreasing. According to the
      American Association of Colleges of Nursing, nursing school enrollments
      have declined at an average rate of 5% for each of the past six years.
 
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<PAGE>
    - Many registered nurses are choosing to pursue careers outside of acute
      care hospitals or in professions other than nursing.
 
    The shortage of nurses drives demand for our services because hospitals turn
to temporary nurses to make up for shortfalls in their permanent staff.
 
    INCREASING UTILIZATION OF HEALTHCARE SERVICES.  There are a number of
factors driving an increase in the utilization of healthcare services,
including:
 
    - Increasing demand for healthcare services as a result of the aging of the
      baby boomers; and
 
    - Technological advances in healthcare delivery.
 
    The U.S. Healthcare Financing Administration projects total healthcare
expenditures to grow by 8.6% in 2001 and by 7.1% annually from 2001 through
2010. According to these projections, healthcare expenditures will account for
approximately $2.6 trillion or 15.9% of U.S. gross domestic product by 2010.
 
    INCREASED OUTSOURCING OF STAFFING SERVICES.  Healthcare providers are
increasingly using temporary staffing to manage seasonal fluctuations in demand
for their services.
 
    The following factors have created seasonal fluctuations in demand for
healthcare personnel:
 
    - Seasonal population swings, in areas such as the sunbelt states of
      Florida, Arizona and California in the winter months and the northeast in
      the summer months.
 
    - Seasonal changes in occupancy rates that tend to increase during the
      winter months and decrease during the summer months.
 
The use of temporary personnel enables these providers to vary their staffing
levels to match these changes in demand and avoid the more costly alternative of
hiring permanent medical staff.
 
    The healthcare staffing industry also includes the temporary staffing of
doctors and dentists, allied health personnel and professionals, and advanced
practice professionals, but excludes home healthcare services. Healthcare
staffing is also expanding, providing new specialties such as medical billing
and receptionists.
 
OUR COMPETITIVE STRENGTHS
 
    Our competitive strengths include:
 
    - LEADER IN THE RAPIDLY GROWING NURSE STAFFING INDUSTRY. We have operated in
      the travel nurse staffing industry since the 1970s and have the leading
      brand name. Our Cross Country TravCorps brand is well recognized among
      leading healthcare providers and professionals. We believe that through
      our relationships with existing travel nurse staffing clients, we are
      positioned to effectively market complementary services, including
      staffing of clinical trials and allied health professionals, search and
      recruitment, consulting, and education and training to our existing client
      base.
 
    - STRONG AND DIVERSE CLIENT RELATIONSHIPS. We provide staffing solutions to
      an active client base of over 2,500 hospitals, pharmaceutical companies
      and other healthcare providers across all 50 states. We do not rely on any
      geographic region or client for a significant portion of our revenue. No
      single client accounted for more than 3% of our revenue in 2000. In 2000,
      we worked with over 75% of the nation's top hospitals, as identified by
      U.S. NEWS AND WORLD REPORT. We provide temporary staffing to our clients
      through assignments that typically have terms of 13 weeks or longer. Our
      fees are paid directly by our clients rather than by government or other
      third-party payors.
 
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<PAGE>
    - LEADER IN RECRUITING AND EMPLOYEE RETENTION. We are a leader in the
      recruitment and the retention of highly qualified healthcare
      professionals. We recruit healthcare professionals from all 50 states and
      Canada. In 2000, we received approximately 28,000 requests for
      applications from potential field employees and approximately 12,500
      completed applications were added to our database. Employee referrals
      generate a majority of our new candidates. We believe we offer appealing
      assignments, competitive compensation packages, attractive housing options
      and other valuable benefits. Historically, approximately 70% of our nurses
      accepted new assignments with us within 35 days of completion of previous
      assignments. In 1996, we established Cross Country University, the first
      educational program in the travel nurse industry to be accredited by the
      American Nurse Credentialing Center. In 2000, we were recognized by
      WORKING MOTHER MAGAZINE as a top 100 national employer of working mothers.
 
    - SCALABLE AND EFFICIENT OPERATING STRUCTURE. We have an efficient
      centralized operating structure that includes a database of more than
      146,000 nurses and other healthcare professionals who have completed job
      applications with us. Our size and centralized structure provide us with
      operating efficiencies in key areas such as recruiting, advertising,
      marketing, training, housing and insurance benefits. Our fully integrated
      proprietary information system enables us to manage virtually all aspects
      of our travel staffing operations. This system is designed to accommodate
      significant future growth of our business.
 
    - STRONG MANAGEMENT TEAM WITH EXTENSIVE HEALTHCARE STAFFING AND ACQUISITION
      EXPERIENCE. Our management team has played a key role in the development
      of the travel nurse staffing industry. Our management team, which averages
      15 years of experience in the healthcare industry, has consistently
      demonstrated the ability to successfully identify and integrate strategic
      acquisitions.
 
OUR BUSINESS
 
TRAVEL STAFFING SERVICES
 
    OVERVIEW
 
    We are a leading provider of travel nurse staffing services. Under the Cross
Country TravCorps brand, we provide nurses on a fixed-term contract basis
throughout the U.S. We fill the majority of our assignments in acute care
hospitals, including teaching institutions, trauma centers and community
hospitals. We also fill assignments in non-acute care settings, including
nursing homes, skilled nursing facilities and sports medicine clinics, and, to a
lesser degree, in non-clinical settings, such as schools. We staff both public
and private, for-profit and not-for-profit facilities. In addition to our core
nurse staffing business, we provide operating room technicians, therapists and
other allied health and advanced practice professionals in a wide range of
specialties.
 
    We recruit credentialed nurses and other healthcare professionals and place
them on assignments away from their homes. While these traveling nurses and
other healthcare professionals may be registered with multiple staffing
companies, we distinguish ourselves by providing our field employees with high
levels of customer service, including access to a large inventory of
assignments, free or subsidized housing, competitive benefits, retention
programs, professional liability and other insurance, ongoing training and
education, and state licensing assistance.
 
    CONTRACTS WITH FIELD EMPLOYEES AND CLIENTS
 
    Our field employees work predominantly under contracts where the individual
is our employee and, as such, we assume all employee costs, including payroll,
withholding taxes, benefits and professional liability insurance and
Occupational Safety and Health Administration, or OSHA, requirements, as well as
any travel and housing arrangements. Clients are billed an hourly rate payable
to us, from which the nurse or practitioner is paid a predetermined salary and,
in some cases, a bonus.
 
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We operate under client contracts that typically have a term of 13 weeks or
longer. We also offer mobile contracts, under which the individual is an
employee of the client facility for the purposes of payroll and we accept an
hourly or weekly administrative fee. Our fees are paid directly by our clients
rather than by government or other third-party payors. In 2000, we completed
approximately 11,000 individual assignments, typically lasting 13 weeks.
 
    RECRUITING AND RETENTION
 
    In 2000, we received approximately 28,000 requests for applications from
potential field employees and approximately 12,500 completed applications were
added to our database. More than half of our field employees have been referred
by current or former employees, with the remainder attracted by advertisements
in trade publications and our internet website. Our internet site allows
potential applicants to review our business profile, apply on-line, view our
company-provided housing and participate in on-line forums. We offer appealing
assignments, attractive compensation packages, housing and other benefits, as
well as substantial training opportunities through Cross Country University.
 
    Our recruiters are responsible for recruiting applicants, handling
placements, maintaining a regular dialogue with nurses on assignment, making
themselves available to address nurses' concerns regarding current assignments
and future opportunities, and other significant job support and guidance.
Recognizing that a nurse's relationship with the recruiter is the key to
retaining qualified applicants, our recruiters establish lasting partnerships
with the nurses. As part of the screening process, we conduct in-depth telephone
interviews with our applicants and verify references to determine
qualifications. Along with our hospital clients, we typically review our travel
nurses' performance after each assignment and use this information to maintain
the high quality of our staffing.
 
    Our recruiters utilize our sophisticated database of positions, which is
kept up-to-date by our account managers, to match assignment opportunities with
the experience, skills and geographic preferences of their candidates. Once an
assignment is selected, the account manager reviews the candidate's resume
package before submitting it to the client for review.
 
    Our educational and training services give us a competitive advantage by
enhancing both the quality of our nurses and the effectiveness of our
recruitment efforts. We typically monitor the quality of our workforce in the
field through performance reviews after each assignment and further develop the
capabilities of our recruits through Cross Country University and our Cross
Country Seminars brand. These services offer substantial benefits, such as:
 
    - improving the quality of our nurses by offering them substantial training
      opportunities;
 
    - enabling our nurses to easily complete state licensing requirements;
 
    - providing professional development opportunities to our nurses; and
 
    - enhancing our image within the industry.
 
    We recently initiated Assignment America, a recruitment program for
foreign-trained nurses. Assignment America is designed to address the current
shortage of nurses in the United States. Through Assignment America, we plan to
recruit registered nurses from foreign English-speaking countries, assist them
in obtaining U.S. nursing licenses, sponsor them for U.S. permanent residency
visas and then place them in domestic acute care hospitals. We believe
Assignment America will help us meet a greater portion of the demand for our
services. Because the recruitment process for foreign nurses is more onerous
than for domestic nurses, Assignment America nurses commit to long-term
contracts which typically range from 18 to 24 months. We plan to initially
recruit nurses from the United Kingdom, South Africa, New Zealand and Australia.
 
                                       39

<PAGE>
    OPERATIONS
 
    We service all of the assignment needs of our field employees and client
facilities through two operations centers located in Boca Raton, FL and Malden,
MA. These centers perform key support activities such as coordinating assignment
accommodations, payroll processing, benefits administration, billing and
collections, contract processing, client care, and risk management.
 
    Hours worked by field employees are recorded by our operations system which
then transmits the data directly to Automated Data Processing for payroll
processing. As a result, client billings can be generated automatically once the
payroll information is complete, enabling real time management reporting
capabilities as to hours worked, billings and payroll costs. Our payroll
department also provides customer support services for field employees who have
questions.
 
    We have approximately 2,900 apartments on lease throughout the U.S. Our
client accommodations department secures leases, and arranges for furniture
rental and utilities for field employees at their assignment locations.
Typically, we provide for shared accommodations with lease terms which
correspond to the length of the assignment. We believe that our economies of
scale help us secure preferred pricing and favorable lease terms.
 
    We have also developed expertise in insurance, benefits administration and
risk management. For workers compensation coverage, we provide an attractive
program that is partially self-insured. For medical coverage, we use a partially
self-insured preferred provider organization plan.
 
    SALES AND MARKETING
 
    Our sales and marketing activities are comprised of the following:
 
    NEW ACCOUNT DEVELOPMENT.  Our new account development efforts are driven
principally through inbound telemarketing activities managed by a two-person
team of new business executives. In addition to negotiating new contracts with
prospective clients, these account executives also actively seek out specific
job opportunities for candidates who are not able to match our existing database
of opportunities. These activities generate approximately 350 new clients each
year.
 
    MANAGEMENT OF EXISTING ACCOUNTS.  We have a sales force composed of account
executives and managers of business development assigned to geographic markets
who manage approximately 75 to 90 client accounts each. This sales force
determines the appropriate billing rate and nurse pay rate for a given facility
utilizing a proprietary pricing model.
 
    Day-to-day management of client accounts is handled by a team of
approximately 20 professionals. The account managers, who often have a nursing
background, are responsible for contacting active client facilities to obtain
open orders for staff. Once a candidate is submitted to the account manager for
submission to the facility, the account manager reviews the candidate's
credentials and confirms the appropriateness of the match. The account manager
then electronically submits appropriate materials to the facility.
 
    BRAND MARKETING.  Our brand marketing initiatives help develop Cross
Country's image in the markets we serve. Our brand is reinforced by our
professionally designed website, brochures and pamphlets, direct mail and
advertising materials. We believe that our branding initiatives coupled with our
high-quality client service differentiate us from our competitors and establish
us as a leader in temporary nurse staffing.
 
    TRADE AND ASSOCIATION RELATIONSHIP MANAGEMENT.  We actively manage trade and
association relationships through attendance at numerous national, regional and
local conferences and meetings, including National Association of Health Care
Recruiters, Association of Critical Care Nurses, American Organization of Nurse
Executives, American Society for Healthcare Human Resource
 
                                       40

<PAGE>
Administration, American College of Healthcare Executives and Medical Group
Management Association.
 
CLINICAL RESEARCH AND TRIALS STAFFING
 
    Through our ClinForce brand, we provide clinical research professionals for
both contract assignments and permanent placement to many of the world's leading
companies in the pharmaceutical, biotechnology, medical device and related
industries. We provide an array of professionals in such areas as clinical
research and clinical data sciences, medical review and writing, and
pharmaeconomics and regulatory affairs. Our understanding of the clinical
research process enables us to provide responsive service to our clients and to
offer greater opportunities to our research professionals.
 
PER DIEM STAFFING
 
    Cross Country Local provides per diem nurse staffing services to healthcare
facilities in select markets. Per diem staffing is short-term, shift-by-shift
staffing to augment, or replace, longer term, temporary assignments. While per
diem services accounted for less than 1% of our revenue in 2000, we believe this
market presents a significant growth opportunity.
 
OTHER HUMAN CAPITAL MANAGEMENT SERVICES
 
    We provide an array of healthcare-oriented human capital management
services, which complement our core travel nurse staffing business. These
services include:
 
    - SEARCH AND RECRUITMENT. We provide both retained and contingency search
      and recruitment services to healthcare organizations throughout the United
      States, including hospitals, pharmaceutical companies, insurance companies
      and physician groups. Our search services include the placement of
      physicians, healthcare executives and nurses.
 
    - HEALTHCARE CONSULTING SERVICES. We provide healthcare-oriented consulting
      services, including consulting related to physician compensation,
      strategy, operations, facilities planning, workforce management and merger
      integration.
 
    - EDUCATION AND TRAINING SERVICES. Cross Country University is a national
      leader in providing continuing education programs to the healthcare
      industry. Cross Country University holds national conferences, as well as
      one-day seminars, on topics relevant to nurses and healthcare
      professionals and provides conference management services. To enhance
      Cross Country University, in December 2000 we acquired Heritage, which
      produced over 2,600 seminars and conferences that were attended by over
      65,000 registrants in more than 200 cities across the U.S. in 2000. In
      addition, we extend these educational services to our field employees on
      favorable terms as a recruitment and retention tool.
 
    - RESOURCE MANAGEMENT SERVICES. We provide software tools and services
      designed to enhance clients' capabilities to manage their nursing staff
      and their relationships with external staffing vendors. Our E-Staff tool
      is a subscription-based, online communication, scheduling and training
      service for the nursing industry.
 
SYSTEMS
 
    Our placement and support operations are supported by sophisticated
information systems that facilitate smooth interaction between our recruitment
and support functions. Our fully integrated proprietary information system
enables us to manage virtually all aspects of our travel staffing operations.
The system is designed to accommodate significant future growth of our business.
In addition, its parallel process design allows for the addition of further
capacity to its existing hardware platform. We have proprietary software that
handles most facets of our business, including contract
 
                                       41

<PAGE>
pricing and profitability, contract processing, job posting, housing management,
billing/payroll and insurance. Our systems provide reliable support to our
facility clients and field employees and enable us to efficiently fulfill and
renew job assignments. Our systems also provide detailed information on the
status and skill set of each registered field employee.
 
    Our financial and management reporting is managed on the PeopleSoft
Financial Suite. PeopleSoft is an industry leading enterprise resource planning
software suite that provides modules used to manage our accounts receivable,
accounts payable, general ledger and billing. This system is designed to
accommodate significant future growth of our business.
 
GROWTH STRATEGY
 
    We intend to continue to grow our businesses by:
 
    - ENHANCING OUR ABILITY TO FILL UNMET DEMAND FOR OUR TRAVEL STAFFING
      SERVICES. There is substantial unmet demand for our travel staffing
      services. We are striving to meet a greater portion of this demand by
      recruiting additional healthcare personnel. Our recruitment strategy for
      nurses and other healthcare professionals is focused on:
 
     - increasing referrals from existing field employees by providing them with
       superior service;
 
     - expanding our advertising presence to reach more nursing professionals;
 
     - using the internet to accelerate the recruitment-to-placement cycle;
 
     - increasing the number of staff dedicated to the recruitment of new
       nurses; and
 
     - developing Assignment America, our recruitment program for
       foreign-trained acute care nurses residing abroad.
 
    - INCREASING OUR MARKET PRESENCE IN THE PER DIEM STAFFING MARKET. We intend
      to use our existing brand recognition, client relationships and database
      of nurses who have expressed an interest in temporary assignments to
      expand our per diem services to the acute care hospital market. While we
      have not historically had a significant presence in per diem staffing
      services, we believe that this market presents a substantial growth
      opportunity.
 
    - EXPANDING THE RANGE OF SERVICES WE OFFER OUR CLIENTS. We plan to utilize
      our relationships with existing travel staffing clients to more
      effectively market complementary services, including staffing of clinical
      trials and allied health professionals, search and recruitment,
      consulting, and education and training.
 
    - ACQUIRING COMPLEMENTARY BUSINESSES. We intend to continue to evaluate
      opportunities to acquire complementary businesses to strengthen and
      broaden our market presence.
 
    - INCREASING OPERATING EFFICIENCIES. We seek to increase our operating
      margins by increasing the productivity of our administrative personnel,
      using our purchasing power to achieve greater savings in key areas such as
      housing and benefits and continuing to invest in our information systems.
 
COMPETITIVE ENVIRONMENT
 
    The travel nurse staffing industry is highly competitive, with limited
barriers to entry. Our principal competitor in the travel nurse staffing
industry is American Mobile Healthcare. We also compete with a number of
nationally and regionally focused temporary nurse staffing companies that have
the capabilities to relocate nurses geographically and, to a lesser extent, with
local temporary nurse agencies.
 
                                       42

<PAGE>
    In addition, the markets for our clinical staffing, allied staffing and per
diem nurse staffing and for our healthcare-oriented human capital management
services are highly competitive and highly fragmented, with limited barriers to
entry.
 
    The principal competitive factors in attracting qualified candidates for
temporary employment are salaries and benefits, quality of accommodations,
quality and breadth of assignments, speed of placements, quality of recruitment
teams and reputation. We believe that persons seeking temporary employment
through us are also pursuing employment through other means, including other
temporary staffing firms, and that multiple staffing companies have the
opportunity to place employees with many of our clients. Therefore, the ability
to respond to candidate inquiries and submit candidates to clients more quickly
than our competitors is an important factor in our ability to fill assignments.
In addition, because of the large overlap of assignments, we focus on retaining
field employees by providing long-term benefits such as 401(k) plans and cash
bonuses. Although we believe that the relative size of our database and
economies of scale derived from the size of our operations make us an attractive
employer for nurses seeking travel opportunities, we expect competition for
candidates to continue to increase.
 
    The principal competitive factors in attracting and retaining temporary
healthcare staffing clients include the ability to fill client needs, size of
available pool of qualified candidates, quality assurance and screening
capabilities, compliance with regulatory requirements, an understanding of the
client's work environment, risk management policies and coverages, general
industry reputation, and, to a lesser extent, price.
 
FACILITIES
 
    We do not own any real property. Our principal leases are listed below.
 

<TABLE>
<CAPTION>
LOCATION               FUNCTION                                         SQUARE FEET      LEASE EXPIRATION
--------               --------                                         -----------      ----------------
<S>                    <C>                                              <C>              <C>
Boca Raton, Florida    Headquarters                                     43,000           April 30, 2008
 
Malden, Massachusetts  Staffing administration, general office use and  27,812           June 30, 2005
                       storage space
 
Clayton, Missouri      Search and recruitment headquarters              26,411           November 30, 2003
 
Durham, North          Clinical research and trials staffing            12,744           December 31, 2004
Carolina               headquarters
</TABLE>

 
REGULATORY ISSUES
 
    In order to service our client facilities and to comply with OSHA and Joint
Commission or Accreditation of Healthcare Organizations standards, we have
developed a risk management program. The program is designed to protect against
the risk of negligent hiring by requiring a detailed skills assessment from each
healthcare professional. We conduct extensive reference checks and credential
verifications for each of the nurses and other healthcare professionals that we
might staff. In addition, we have a claims-based professional liability
insurance policy with a limit of $1.0 million per claim and an aggregate limit
of $3.0 million. We also have a fully insured umbrella liability insurance
policy with a limit of $10.0 million.
 
    PROFESSIONAL LICENSURE AND CORPORATE PRACTICE.  Nurses and other healthcare
professionals employed by us are required to be individually licensed or
certified under applicable state law. In addition, the healthcare professionals
that we staff frequently are required to have been certified to provide certain
medical care, such as CPR and anesthesiology, depending on the positions in
which they are placed. Our comprehensive compliance program is designed to
ensure that our employees possess all necessary
 
                                       43

<PAGE>
licenses and certifications, and we believe that our employees, including nurses
and therapists, comply with all applicable state laws.
 
    BUSINESS LICENSES.  A number of states require state licensure for
businesses that, for a fee, employ and assign personnel, including healthcare
personnel, to provide services on-site at hospitals and other healthcare
facilities to support or supplement the hospitals' or healthcare facilities'
work force. A number of states also require state licensure for businesses that
operate placement services for individuals attempting to secure employment.
Failure to obtain the necessary licenses can result in injunctions against
operating, cease and desist orders, and/or fines. We endeavor to maintain in
effect all required state licenses.
 
    REGULATIONS AFFECTING OUR CLIENTS.  Many of our clients are reimbursed under
the federal Medicare program and state Medicaid programs for the services they
provide. In recent years, federal and state governments have made significant
changes in these programs that have reduced reimbursement rates. In addition,
insurance companies and managed care organizations seek to control costs by
requiring that healthcare providers, such as hospitals, discount their services
in exchange for exclusive or preferred participation in their benefit plans.
Future federal and state legislation or evolving commercial reimbursement trends
may further reduce, or change conditions for, our clients' reimbursement. Such
limitations on reimbursement could reduce our clients' cash flows, hampering
their ability to pay us.
 
EMPLOYEES
 
    As of March 31, 2001, we had approximately 650 corporate employees and
approximately 5,000 field employees. None of our employees are subject to a
collective bargaining agreement. We consider our relationship with our employees
to be good.
 
LEGAL PROCEEDINGS
 
    We are not presently a party to any material legal proceedings.
 
                                       44

<PAGE>
                                   MANAGEMENT
 
DIRECTORS AND EXECUTIVE OFFICERS
 
    The table below provides information regarding our directors and executive
officers. In connection with our application to list our common stock on the
Nasdaq National Market, we intend to appoint three additional directors prior to
the offering who will not be our employees or affiliated with management.
 

<TABLE>
<CAPTION>
NAME                                             AGE                                  POSITION
----                                     --------------------   ----------------------------------------------------
<S>                                      <C>                    <C>
Joseph A. Boshart......................           45            President and Chief Executive Officer and Director
Emil Hensel............................           50            Chief Financial Officer and Chief Operating Officer
                                                                and Director
Vickie Anenberg........................           36            President, Travel Staffing Division
Kevin Conlin...........................           43            President, Consulting Division
Dr. Franklin A. Shaffer, RN............           58            President, Education and Training Division
Tony Sims..............................           41            President, Clinical Trials Staffing Division
Carol D. Westfall......................           51            President, Search and Recruitment Division
Karen H. Bechtel.......................           52            Director
Bruce A. Cerullo.......................           42            Director
Thomas C. Dircks.......................           43            Director
A. Lawrence Fagan......................           71            Director
Alan Fitzpatrick.......................           31            Director
Fazle Husain...........................           37            Director
Lori Livers............................           35            Director
</TABLE>

 
    JOSEPH A. BOSHART has served as President and Chief Executive Officer since
July 1999, and formerly served in such capacity at our predecessor since 1993.
He has served as a director since July 1999. Mr. Boshart holds a B.S. degree in
economics from the University of Michigan.
 
    EMIL HENSEL has served as Chief Financial Officer and Chief Operating
Officer since July 1999 and formerly served in such capacity at our predecessor
since 1991. He has served as a director since July 1999. Mr. Hensel holds a B.S.
degree in electrical engineering from Columbia University and a Masters degree
in Business Administration from New York University.
 
    VICKIE ANENBERG has served as President of the Travel Staffing Division
since February 2000, and formerly served as Vice President of the Nursing
Division for our predecessor, since 1995. Prior to joining Cross Country
Staffing in 1990, she worked for Proctor & Gamble since 1986.
 
    KEVIN CONLIN has served as President of the Consulting Division since
April 2001. Before joining Cross Country, he served from 1996 to March 2001 as
the President and Chief Executive Officer of Partners First, a consulting firm
focused on physician-hospital partnering and managed care. He also served as a
senior executive at Ascension Health, one of the largest not-for-profit hospital
systems in the U.S. He holds a B.A. in Biological Sciences from Rutgers
University and a Masters of Health Administration from Duke University.
 
    DR. FRANKLIN A. SHAFFER, RN has served as President, Education and Training
Division since March 2001. He also served as Vice President in our Education
Division since February 1996. Dr. Shaffer has also served as adjunct faculty in
graduate nursing programs at Teachers College, Columbia University, Adelphi
University and Hunter College. Dr. Shaffer holds a Doctorate of Education in
Nursing Administration and a Masters of Education and a Masters of Arts from
Teachers College, Columbia University.
 
    TONY SIMS has served as President, Clinical Trials Staffing Division since
January 2001, as Executive Vice President of Operations for ClinForce from March
1998 to December 2000 and as Managing
 
                                       45

<PAGE>
Director of ClinForce from August 1997 to March 1998. Before joining ClinForce,
Mr. Sims served in various roles, including National Account Executive and
Business Development Manager, with the healthcare staffing and support groups at
Kelly Scientific Resources from August 1996 to August 1997. Mr. Sims holds a
B.S. in Chemistry from Piedmont College.
 
    CAROL D. WESTFALL has served as President, Search and Recruitment Division
since October 2000. Ms. Westfall served as Senior Vice President of Cejka &
Company's Physician Search and Outsourced Executive Search Divisions from August
1999 to October 2000 and Vice President of the Outsourced Executive and
Physician Search Division from 1994 to July 1999. Ms. Westfall holds a B.S.
degree in Education from Michigan State University and has completed graduate
work in Secondary Administration with Purdue University.
 
    KAREN H. BECHTEL has been a director since December 1999. Ms. Bechtel has
been a Managing Director of MSDW Capital Partners IV, Inc. since 1998 and of
Morgan Stanley & Co. Incorporated since 1986. She received a B.A. in mathematics
from the University of Texas and an M.B.A. from the Harvard Graduate School of
Business Administration. She is also a director of a number of privately held
companies.
 
    BRUCE A. CERULLO has been a director since December 1999 and served as
Chairman of the Board from December 1999 until December 2000. Mr. Cerullo served
as President of TravCorps from 1994 to December 1999 and Chief Executive Officer
of TravCorps from 1995 to December 1999. Mr. Cerullo holds a B.S. degree from
the University of New Hampshire and a master's degree from Pennsylvania State
University.
 
    THOMAS C. DIRCKS has been a director since December 1999, and has been
President of Charterhouse Group International, a private equity firm, since
June 2001. Mr. Dircks served as Executive Vice President of Charterhouse from
July 2000 until June 2001 and has been employed as an executive officer of
Charterhouse since 1983. He was previously employed as a Certified Public
Accountant at a predecessor of PricewaterhouseCoopers, LLP. He holds a B.S. in
Accounting and an M.B.A. from Fordham University. Mr. Dircks also is a director
of Interliant, Inc., an application service provider, and a number of privately
held companies.
 
    A. LAWRENCE FAGAN has been a director since December 1999. Mr. Fagan has
been Vice Chairman of Charterhouse since June 2001 and served as President and
Chief Operating Officer of Charterhouse from December 1996 until June 2001 and
formerly served as Executive Vice President of Charterhouse since 1984.
Mr. Fagan received a B.A. from Yale University and an M.B.A. from Columbia
University. He also is a director of Top Image Systems, Ltd. and a number of
privately held companies.
 
    ALAN FITZPATRICK has been a director since March 2001. Mr. Fitzpatrick has
been a Vice President of Morgan Stanley & Co. Incorporated and MSDW Capital
Partners IV, Inc. since 2000. He joined Morgan Stanley Private Equity in June
1999. Mr. Fitzpatrick was previously employed as an Associate at J.P. Morgan &
Co. from August 1997 to May 1999 and attended The Wharton School from 1995 to
May 1997. He received a B.A. in Economics from Carleton College and an M.B.A.
from the University of Pennsylvania.
 
    FAZLE HUSAIN has been a director since December 1999. He has been an
Executive Director of Morgan Stanley Private Equity and Morgan Stanley & Co.,
Inc. since February 1997. Mr. Husain has been at Morgan Stanley Private Equity
since 1987, and since 1991 has focused on investing in medical technology and
enterprise software industries. Mr. Husain received a B.S. in Chemical
Engineering from Brown University and an M.B.A. from Harvard Graduate School of
Business Administration. He also is a director of Allscripts, Inc., The
Medicines Company, HealthStream, Cardiac Pathways and several privately held
companies.
 
    LORI LIVERS has been a director since December 1999. Ms. Livers has been a
Senior Vice President of Charterhouse since June 2001 and was a Vice President
of Charterhouse from January 1997 until
 
                                       46

<PAGE>
June 2001. Ms. Livers has been employed at Charterhouse since April 1994. She
holds a B.A. from the University of Pennsylvania and an M.B.A. from Columbia
University.
 
THE BOARD OF DIRECTORS
 
    Currently, we have nine members on our board of directors. We intend to add
three independent directors before the date of the offering. Each of our
directors was elected by Charterhouse and investment funds managed by Morgan
Stanley Private Equity in accordance with the provisions of our by-laws and our
stockholders' agreement. Each of our directors holds office until his or her
successor is duly elected and qualified or until his or her resignation or
removal, if earlier, as provided in our by-laws. No family relationship exists
among any of the directors or executive officers.
 
COMMITTEES OF THE BOARD OF DIRECTORS
 
    We have established an audit committee and a compensation committee. The
audit committee reviews our internal accounting procedures and considers and
reports to the board of directors with respect to other auditing and accounting
matters, including the selection of our independent auditors, the scope of
annual audits, fees to be paid to our independent auditors and the performance
of our independent auditors. Our audit committee currently consists of Thomas
Dircks, Lori Livers and Fazle Husain. In connection with our application to list
our common stock on the Nasdaq National Market, we intend to change the
membership of our audit committee to consist of three directors who are not our
employees or otherwise affiliated with us. The compensation committee reviews
and recommends to the board of directors the salaries, benefits and stock option
grants for all employees, consultants, directors and other individuals
compensated by us. The compensation committee also administers our stock option
and other employee benefit plans. The compensation committee consists of Thomas
Dircks, Lori Livers and Karen Bechtel.
 
EXECUTIVE COMPENSATION
 
    The following table sets forth certain summary information with respect to
compensation we paid in 2000 to our Chief Executive Officer and our four other
most highly compensated executive officers as of December 31, 2000 whose salary
and bonus earned in 2000 exceeded $100,000.
 

<TABLE>
<CAPTION>
                                                                                     ALL OTHER
                                                               SALARY     BONUS     COMPENSATION
NAME AND POSITION                                               ($)        ($)         ($)(A)
-----------------                                             --------   --------   ------------
<S>                                                           <C>        <C>        <C>
Joseph A. Boshart...........................................  263,465    193,883        5,250
  President and Chief Executive Officer
Emil Hensel.................................................  218,976    159,794        5,250
  Chief Financial Officer and Chief Operating Officer
Vickie Anenberg.............................................  112,769     70,318        3,938
  President, Travel Staffing Division
Dr. Franklin A. Shaffer, RN.................................  114,000     12,000        3,201
  President, Education and Training Division
Carol D. Westfall...........................................  140,000    280,740        8,603
  President, Search and Recruitment Division
</TABLE>

 
------------------------
 
(a) Amounts consist of employer matching contributions to our 401(k) plan,
    except that Ms. Westfall's amount also includes a $3,503 matching
    contribution to a non-qualified savings program.
 
                                       47

<PAGE>
                AGGREGATED OPTION VALUES AS OF DECEMBER 31, 2000
 
    The executive officers named in the summary compensation table did not
exercise any stock options during the year ended December 31, 2000. The
following table sets forth information concerning the year-end number and value
of unexercised options with respect to our named executive officers. There was
no public trading market for our common stock as of December 31, 2000.
Accordingly, the values set forth below have been calculated on the basis of the
assumed initial public offering price of $    per share, less the applicable
exercise price per share, multiplied by the number of shares underlying the
options.
 

<TABLE>
<CAPTION>
                                                    NUMBER OF SECURITIES
                                                   UNDERLYING UNEXERCISED         VALUE OF UNEXERCISED
                                                      OPTIONS AT FISCAL           IN-THE-MONEY OPTIONS
                                                        YEAR-END (#)             AT FISCAL YEAR-END ($)
                                                 ---------------------------   ---------------------------
                                                 EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
                                                 -----------   -------------   -----------   -------------
<S>                                              <C>           <C>             <C>           <C>
Joseph A. Boshart..............................     22,094         66,281
Emil Hensel....................................     17,675         53,025
Vickie Anenberg................................      8,838         26,512
Dr. Franklin A. Shaffer, RN....................      2,488          7,462
Carol D. Westfall..............................      1,450          4,350
</TABLE>

 
OPTION GRANTS
 
    No stock options were granted for the year ended 2000 to any of
Mr. Boshart, Mr. Hensel, Ms. Anenberg, Dr. Shaffer or Ms. Westfall.
 
EMPLOYMENT AGREEMENTS
 
    We are party to employment agreements with each of Joseph Boshart and Emil
Hensel, pursuant to which Mr. Boshart serves as our president and chief
executive officer and Mr. Hensel serves as our chief operating officer and chief
financial officer. The initial term of each agreement expires on July 29, 2002.
Upon expiration of such initial term, each agreement will be automatically
renewed for successive one-year terms unless prior to the end of such renewal
term either party has given at least 90 days' prior written notice of its
intention not to renew the agreement. Messrs. Boshart and Hensel currently
receive annual base salaries of $273,000 and $225,000, respectively. These
salaries are subject to increase upon annual review by the board of directors,
and each of Messrs. Boshart and Hensel is eligible to receive an annual bonus
under our bonus plan. Messrs. Boshart and Hensel are eligible to participate in
all benefit plans and fringe benefit arrangements available to our senior
executives. If either executive's employment is terminated without cause, the
executive will be entitled to the greater of (x) base salary, for the balance of
the initial or renewal term, certain other benefits provided in the agreement
and bonus for the fiscal year in which termination occurs and (y) one year's
worth of his base salary in effect as of the date of termination. Each of
Messrs. Boshart and Hensel is subject to a two-year post-termination
noncompetition covenant. However, if either executive's employment is terminated
without cause, then the non-competition agreement will be effective only if we
continue to pay the executive's base salary, bonus and other benefits provided
in the agreement for the term of the noncompetition covenant. We are permitted
to terminate the noncompetition covenant, and related payments, upon 30 days'
prior written notice.
 
OUR STOCK PLANS
 
    1999 STOCK OPTION PLAN.  We have reserved for issuance 209,302 shares of
common stock under our 1999 Stock Option Plan, subject to adjustment for stock
splits or similar corporate events. Our 1999 Stock Option Plan provides for the
granting of options to purchase shares of our common stock to any of our
employees or consultants. Each stock option granted under our 1999 Stock Option
Plan is either
 
                                       48

<PAGE>
intended to qualify as an incentive stock option or is a non-qualified stock
option. The plan is currently administered by the compensation committee of our
board of directors. The exercise price of options granted under our 1999 Stock
Option Plan is determined by the committee, except that in the case of
substitute options, the exercise price cannot be less than 100% of the fair
market value of the common stock on the date of the grant. In the case of
incentive stock options granted to ten percent stockholders, the exercise price
cannot be less than 110% of the fair market value of the common stock. In the
event of a change of control of our company, stock options granted and not
previously exercisable, will become exercisable unless the committee determines
in good faith that an alternative option will be substituted. As of March 31,
2001, under our 1999 Stock Option Plan, options to purchase       shares of
common stock were outstanding.
 
    EQUITY PARTICIPATION PLAN.  We have reserved for issuance 441,860 shares of
common stock under our Equity Participation Plan, subject to adjustment for
stock splits or similar corporate events. Our Equity Participation Plan provides
for the granting of options to purchase shares of our common stock to key
management employees of our company and our affiliates. Each stock option
granted under our Equity Participation Plan is either intended to qualify as an
incentive stock option or is a non-qualified stock option. The exercise price of
options granted under our Equity Participation Plan is divided into five
tranches ranging from 100 percent to 300 percent of the fair market value of the
common stock on the date of grant. However, for incentive stock options granted
to ten percent stockholders, the exercise price in the first tranche cannot be
less than 110 percent of the fair market value of the common stock on the date
of grant. The plan is currently administered by the compensation committee of
our board of directors. In the event of a change in control of our company,
stock options granted and not previously exercisable, will become exercisable
unless the committee determines in good faith that an alternative option will be
substituted. As of March 31, 2001, under our Equity Participation Plan, options
to purchase       shares of common stock were outstanding.
 
    401(K) PLAN.  We maintain a 401(k) Plan. The plan permits eligible employees
to make voluntary, pre-tax contributions to the plan up to a specified
percentage of compensation, subject to applicable tax limitations. We may make a
discretionary matching contribution to the plan equal to a pre-determined
percentage of an employee's voluntary, pre-tax contributions and may make an
additional discretionary profit sharing contribution to the plan, subject to
applicable tax limitations. Eligible employees who elect to participate in the
plan are generally vested in any matching contribution after three years of
service with the company. The plan is intended to be tax-qualified under
Section 401(a) of the Internal Revenue Code so that contributions to the plan,
and income earned on plan contributions, are not taxable to employees until
withdrawn from the plan, and so that our contributions, if any, will be
deductible by us when made.
 
                                       49

<PAGE>
                           RELATED PARTY TRANSACTIONS
 
    In connection with our acquisition of the assets of Cross Country Staffing
in July 1999 from W. R. Grace, CEP III purchased 2,039,228 shares of our common
stock for an aggregate of $71.8 million, and we paid a transaction fee to
Charterhouse in the amount of $2.8 million. In addition, in July 1999, in
connection with the acquisition, Messrs. Boshart and Hensel and Ms. Anenberg
purchased 29,829, 14,204 and 2,842 shares of our common stock for an aggregate
of $1.7 million.
 
    In December 1999, Messrs. Boshart, Hensel and Shaffer and Ms. Anenberg
received stock bonuses of 1,525, 1,500, 375 and 725 shares of our common stock
for a purchase price of $0.01 per share.
 
    In connection with our acquisition of TravCorps in December 1999, investment
funds managed by Morgan Stanley Private Equity acquired 1,233,345 shares of our
common stock in exchange for their shares of TravCorps common stock. In
addition, in connection with the our acquisition of TravCorps, we paid a
transaction fee to Charterhouse in the amount of $0.3 million.
 
    We are party to an agreement with Bruce Cerullo, pursuant to which
Mr. Cerullo has agreed to continue as a Director and provide certain consulting
services to us. He is subject to a four-year noncompetition covenant which
expires four years from the date he ceases to serve as a director. Under the
agreement, we will pay him an hourly sum for such consulting services.
Additionally, he retained all options that were vested and exercisable as of
December 31, 2000 in consideration of his continued service as a director.
 
                                       50

<PAGE>
                             PRINCIPAL STOCKHOLDERS
 
    The following table sets forth certain information regarding the beneficial
ownership of our common stock as of July 1, 2001 and as adjusted to reflect the
sale of the shares of common stock pursuant to this offering for:
 
    - each person who is known by us to be the beneficial owner of more than 5%
      of our common stock;
 
    - each executive officer named in the summary compensation table;
 
    - each of our directors; and
 
    - all directors and executive officers as a group.
 
    In connection with our application to list our common stock on the Nasdaq
National Market, we intend to appoint three additional directors prior to this
offering who will not be our employees or affiliated with management.
 
    Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and includes voting or investment power with
respect to the securities. Except as otherwise indicated, the persons or
entities listed below have sole voting and investment power with respect to all
shares of common stock beneficially owned by them, except to the extent such
power may be shared with a spouse.
 

<TABLE>
<CAPTION>
                                                                                    PERCENT BENEFICIALLY
                                                                                          OWNED(A)
                                                              SHARES BENEFICIALLY   ---------------------
                                                                OWNED PRIOR TO       BEFORE       AFTER
NAME AND ADDRESS                                                   OFFERING         OFFERING    OFFERING
----------------                                              -------------------   ---------   ---------
<S>                                                           <C>                   <C>         <C>
5% STOCKHOLDERS:
Charterhouse Equity Partners III, L.P.(b)...................        2,167,681         51.8%           %
  c/o Charterhouse Group International, Inc.
  535 Madison Avenue
  New York, NY 10022
Morgan Stanley Private Equity(c)............................        1,357,926         32.4
  1221 Avenue of the Americas, 33rd Floor
  New York, NY 10020
 
DIRECTORS:
Karen H. Bechtel(d).........................................               --
Joseph A. Boshart(e)........................................           68,600          1.6
Bruce A. Cerullo(f).........................................           75,636          1.8
Thomas C. Dircks(g).........................................               --           --
A. Lawrence Fagan(g)........................................               --           --
Alan Fitzpatrick(d).........................................               --           --
Emil Hensel(h)..............................................           45,262          1.1
Fazle Husain(d).............................................               --           --
Lori Livers(g)..............................................               --           --
 
OTHER NAMED EXECUTIVE OFFICERS:
Vickie Anenberg(i)..........................................           17,737            *           *
Dr. Franklin A. Shaffer, RN(j)..............................            6,001            *           *
Carol D. Westfall(k)........................................            3,066            *           *
All directors and executive officers as a group (14                   216,302          5.2%           %
  persons)(l)...............................................
</TABLE>

 
------------------------
*   Less than 1%.
 
(a) For purposes of this table, information as to the shares of common stock
    assumes, in the case of the column "After Offering," that the underwriters'
    over-allotment option is not exercised. In addition, a person or group of
    persons is deemed to have "beneficial ownership" of any shares of common
    stock when such person or persons has the right to acquire them within
    60 days after the date of this prospectus. For purposes of computing the
    percentage of outstanding shares of
 
                                       51

<PAGE>
    common stock held by each person or group of persons named above, any shares
    which such person or persons have the right to acquire within 60 days after
    the date of this prospectus is deemed to be outstanding but is not deemed to
    be outstanding for the purpose of computing the percentage ownership of any
    other person.
 
(b) The general partner of CEP III is CHUSA Equity Investors III, L.P., whose
    general partner is CEP III, Inc., a wholly owned subsidiary of Charterhouse.
    As a result of the foregoing, all of the shares held by CEP III would, for
    purposes of the Securities Exchange Act of 1934, be considered to be
    beneficially owned by Charterhouse.
 
(c) Consists of 1,223,320 shares owned by Morgan Stanley Dean Witter Capital
    Partners IV, L.P. and its related investment funds (collectively, "MSDWCP")
    and 134,606 shares owned by Morgan Stanley Venture Partners III, L.P. and
    its related investment funds (collectively, "MSVP"). The general partner of
    MSDWCP is MSDW Capital Partners IV, LLC, the institutional managing member
    of which is MSDW Capital Partners IV, Inc. ("MSDWCP Inc."), a wholly owned
    subsidiary of Morgan Stanley Dean Witter & Co. ("MSDW"). The general partner
    of MSVP is Morgan Stanley Venture Partners III, L.L.C., the institutional
    managing member of which is Morgan Stanley Venture Partners III, Inc. ("MSVP
    Inc."), a wholly owned subsidiary of MSDW.
 
(d) Karen H. Bechtel is a Managing Director of MSDWCP Inc. and Morgan Stanley &
    Co. Incorporated, ("MS & Co."), a wholly owned subsidiary of MSDW. Alan
    Fitzpatrick is a Vice President of MSDWCP Inc. and MS & Co. Fazle Husain is
    an Executive Director of MSVP Inc. and MS & Co. Ms. Bechtel and Messrs.
    Fitzpatrick and Husain each disclaim beneficial ownership of the shares of
    common stock beneficially owned by Morgan Stanley Private Equity and its
    affiliates, except to the extent of any direct pecuniary interest therein.
 
(e) Includes 33,141 shares subject to options that are currently exercisable or
    exercisable within 60 days of the date of this prospectus.
 
(f) Includes 22,094 shares subject to options that are currently exercisable or
    exercisable within 60 days of the date of this prospectus.
 
(g) Thomas C. Dircks, A. Lawrence Fagan and Lori Livers are executive officers
    of Charterhouse. Mr. Fagan is also a director and stockholder of
    Charterhouse. Messrs. Dircks and Fagan and Ms. Livers each disclaim
    beneficial ownership of the shares of common stock beneficially owned by
    Charterhouse.
 
(h) Includes 26,513 shares subject to options that are currently exercisable or
    exercisable within 60 days of the date of this prospectus.
 
(i) Includes 13,256 shares subject to options that are currently exercisable or
    exercisable within 60 days of the date of this prospectus.
 
(j) Includes 3,731 shares subject to options that are currently exercisable or
    exercisable within 60 days of the date of this prospectus.
 
(k) Includes 1,863 shares subject to options that are currently exercisable or
    exercisable within 60 days of the date of this prospectus.
 
(l) Includes an aggregate of 100,598 shares subject to options that are
    currently exercisable or exercisable within 60 days of the date of this
    prospectus.
 
                                       52

<PAGE>
                          DESCRIPTION OF CAPITAL STOCK
 
    Our amended and restated certificate of incorporation, which will become
effective prior to the consummation of the offering, authorizes the issuance of
up to       shares of common stock and       shares of preferred stock, the
rights and preferences of which may be established from time to time by our
board of directors. As of       , 2001, we had       shares of common stock
outstanding and no shares of preferred stock outstanding.
 
    The following description of our capital stock and provisions of our amended
and restated certificate of incorporation and amended and restated by-laws are
summaries and are qualified by reference to the certificate of incorporation and
the by-laws that will become effective prior to the effective date of the
registration statement registering shares included in this offering. Copies of
these documents have been filed with the Securities and Exchange Commission as
exhibits to our registration statement, of which this prospectus forms a part.
 
COMMON STOCK
 
    Holders of common stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders and do not have cumulative voting
rights. Accordingly, a plurality of the votes cast in any election of directors
may elect all of the directors standing for election. Morgan Stanley and
Charterhouse have certain rights with respect to the board of directors and
other related matters. Holders of common stock are entitled to receive ratably
such dividends, if any, as may be declared by the board of directors out of
legally available funds. Upon our liquidation, dissolution or winding-up,
holders of common stock are entitled to receive ratably our net assets available
for distribution after the payment of all of our liabilities. The outstanding
shares of common stock are, and the shares sold in the offering will be, when
issued and paid for, validly issued, fully paid and nonassessable.
 
PREFERRED STOCK
 
    The board of directors has the authority, without action by the
stockholders, to designate and issue preferred stock and to designate the
rights, preferences and privileges of each series of preferred stock, which may
be greater than the rights attached to the common stock. It will not be possible
to state the actual effect of the issuance of any shares of preferred stock on
the rights of holders of common stock until the board of directors determines
the specific rights attached to that preferred stock. The effects of issuing
preferred stock could include one or more of the following:
 
    - restricting dividends on the common stock;
 
    - diluting the voting power of the common stock;
 
    - impairing the liquidation rights of the common stock; or
 
    - delaying or preventing a change of control of our Company.
 
LIMITATION ON LIABILITY AND INDEMNIFICATION MATTERS
 
    Our amended and restated certificate of incorporation limits the liability
of our directors to us and our stockholders to the fullest extent permitted by
Delaware law. Specifically, our directors will not be personally liable for
money damages for breach of fiduciary duty as a director, except for liability.
 
    - for any breach of the director's duty of loyalty to us or our
      stockholders;
 
    - for acts or omissions not in good faith or which involve intentional
      misconduct or a knowing violation of law;
 
    - under Section 174 of the Delaware General Corporation Law, which concerns
      unlawful payments of dividends, stock purchases or redemptions; and
 
    - for any transaction from which the director derived an improper personal
      benefit.
 
    Our amended and restated certificate of incorporation and amended and
restated by-laws also contain provisions indemnifying our directors and officers
to the fullest extent permitted by Delaware
 
                                       53

<PAGE>
law. The indemnification permitted under Delaware law is not exclusive of any
other rights to which these persons may be entitled.
 
    In addition, we maintain directors' and officers' liability insurance to
provide our directors and officers with insurance coverage for losses arising
from claims based on breaches of duty, negligence, errors and other wrongful
acts.
 
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF DELAWARE LAW AND OUR CERTIFICATE OF
INCORPORATION AND BY-LAWS
 
    A number of provisions under Delaware law and in our amended and restated
certificate of incorporation and amended and restated by-laws may make it more
difficult to acquire control of us. These provisions could deprive the
stockholders of opportunities to realize a premium on the shares of common stock
owned by them. In addition, these provisions may adversely affect the prevailing
market price of the common stock. These provisions are intended to:
 
    - enhance the likelihood of continuity and stability in the composition of
      the board and in the policies formulated by the board;
 
    - discourage certain types of transactions which may involve an actual or
      threatened change in control of our company;
 
    - discourage certain tactics that may be used in proxy fights; and
 
    - encourage persons seeking to acquire control of our company to consult
      first with the board of directors to negotiate the terms of any proposed
      business combination or offer.
 
    SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW.  We are subject to the
provisions of Section 203 of the Delaware General Corporation Law. Subject to
certain exceptions, Section 203 of Delaware law prohibits a publicly held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the
interested stockholder attained such status with the approval of the board of
directors or unless the "business combination" is approved in a prescribed
manner. A "business combination" is defined as a merger, asset sale or other
transaction resulting in a financial benefit to the interested stockholder.
Subject to various exceptions, an "interested stockholder" is a person who,
together with affiliates and associates, owns, or within the past three years
did own 15% or more of a corporation's voting stock. This statute could prohibit
or delay the accomplishment of mergers or other takeover or change in control
attempts with respect to us and, accordingly, may discourage attempts to acquire
us.
 
    STOCKHOLDER ACTION BY WRITTEN CONSENT.  Our amended and restated by-laws
provide that stockholders may take action by written consent.
 
    AUTHORIZED BUT UNISSUED SHARES OF COMMON STOCK.  The authorized but unissued
shares of common stock and preferred stock are available for future issuance
without stockholder approval. These additional shares may be utilized for a
variety of corporate purposes, including future public offerings to raise
additional capital, corporate acquisitions and employee benefit plans. The
existence of authorized but unissued shares of common stock and preferred stock
could render more difficult or discourage an attempt to obtain control of us by
means of a proxy contest, tender offer, merger or otherwise.
 
TRANSFER AGENT AND REGISTRAR
 
    The transfer agent and registrar for our common stock is
                        . Its address is             .
 
LISTING
 
    We expect our common stock to be approved for quotation on the Nasdaq
National Market under the symbol CCRN.
 
                                       54

<PAGE>
                        SHARES ELIGIBLE FOR FUTURE SALE
 
RULE 144 SECURITIES
 
    Upon the consummation of this offering, we will have       shares of common
stock outstanding, assuming no exercise of the underwriters' over-allotment
option and no exercise of outstanding options. All of the       shares of common
stock sold in this offering will be freely tradable without restriction or
further registration under the Securities Act, except for any of the shares that
are acquired by "affiliates" as that term is defined in Rule 144 under the
Securities Act. The       shares of common stock held by our affiliates and our
directors and executive officers and other existing shareholders after the
offering will be "restricted" securities under the meaning of Rule 144 under the
Securities Act and may not be sold in the absence of registration under the
Securities Act, unless an exemption from registration is available, including
exemptions pursuant to Rule 144 or Rule 144A under the Securities Act.
 
    In general, under Rule 144 as currently in effect, beginning 90 days after
the date of this prospectus, a person who has beneficially owned shares of our
common stock for at least one year would be entitled to sell within any
three-month period a number of shares that does not exceed the greater of either
of the following:
 
    - 1% of the number of shares of common stock then outstanding, which will
      equal approximately      shares outstanding immediately after this
      offering, or
 
    - the average weekly trading volume of the common stock on the Nasdaq
      National Market during the four calendar weeks preceding the filing of a
      notice on Form 144 with respect to such sale.
 
Sales under Rule 144 are also subject to certain manner of sale provisions and
notice requirements and to the availability of current public information about
us.
 
    Under Rule 144(k), a person who is not deemed to have been one of our
"affiliates" at any time during the 90 days preceding a sale, and who has
beneficially owned the shares proposed to be sold for at least two years,
including the holding period of any prior owner other than an "affiliate," is
entitled to sell its shares without complying with the manner of sale, public
information, volume limitation or notice provisions of Rule 144. Therefore,
unless otherwise restricted, "144(k) shares" may be sold immediately upon the
completion of this offering. The sale of these shares, or the perception that
sales will be made, could adversely affect the price of our common stock after
the offering because a greater supply of shares would be, or would be perceived
to be, available for sale in the public market.
 
    We and our executive officers and directors and substantially all existing
stockholders have agreed that, without the prior written consent of Merrill
Lynch & Co. on behalf of the underwriters, we will not, during the period ended
180 days after the date of this prospectus, sell shares of common stock or take
certain related actions, subject to limited exceptions, all as described under
"Underwriting."
 
RULE 701
 
    In general, under Rule 701, any of our employees, directors, officers,
consultants or advisors who purchases common stock from us in connection with a
compensatory stock or option plan or other written agreement before the
effective date of this prospectus is entitled to resell those shares 90 days
after the effective date of this prospectus in reliance on Rule 144, without
having to comply with certain restrictions (including the holding period)
contained in Rule 144.
 
    Rule 701 permits affiliates to sell their Rule 701 shares under Rule 144
without complying with the holding period requirements of Rule 144. It permits
non-affiliates to sell their Rule 701 shares in reliance on Rule 144 without
having to comply with the holding period, public information, volume limitation
or notice provisions of Rule 144. All holders of Rule 701 shares are required to
wait until 90 days after the date of this prospectus before selling those
shares.
 
                                       55

<PAGE>
STOCK OPTIONS
 
    Following the completion of this offering, we intend to file a registration
statement on Form S-8 under the Securities Act covering shares of common stock
issued or reserved for issuance under our various stock option plans. The
registration statement will become effective automatically upon filing. As of
March 31, 2001, options to purchase       shares of common stock were issued and
outstanding, of which       shares have vested. Accordingly, shares registered
will, subject to vesting provisions and Rule 144 volume limitations applicable
to our affiliates, be available for sale in the open market immediately after
the 180-day lock-up agreements expire.
 
REGISTRATION RIGHTS
 
    Each of CEP III and investment funds managed by Morgan Stanley Private
Equity may require us on up to two occasions to use our best efforts to file
registration statements on Form S-1 or Form S-2 covering public sale of shares
of common stock held by them. We have the right, under specified circumstances,
to delay any registration required by up to 90 days. In addition, the holders
are entitled to require us to register their shares on registrations that we
initiate and we have granted the holders unlimited demand rights to cause us to
file a registration statement on Form S-3.
 
    DB Capital Investors, L.P. and The Northwestern Mutual Life Insurance
Company may require us on one occasion to use our best efforts to file a
registration statement covering the public sale of shares of common stock held
by them. We have the right, under specified circumstances, to delay any
registration required by up to 90 days. In addition, the holders are entitled to
require us to register their shares on registrations that we initiate. The
registration rights expire at such time as the shares are eligible for resale
under Rule 144 of the Securities Act.
 
                                       56

<PAGE>
     UNITED STATES FEDERAL TAX CONSIDERATIONS FOR NON-UNITED STATES HOLDERS
 
    The following is a general discussion of the principal United States Federal
income and estate tax consequences of the ownership and disposition of our
common stock by a non-U.S. holder. As used in this discussion, the term
"non-U.S. holder" means a beneficial owner of our common stock that is not, for
U.S. Federal income tax purposes:
 
    - an individual who is a citizen or resident of the United States;
 
    - a corporation created or organized in or under the laws of the United
      States or of any political subdivision of the United States or a
      partnership not engaged in trade or business within the United States;
 
    - an estate whose income is includible in gross income for U.S. Federal
      income tax purposes regardless of its source; or
 
    - a trust, in general, if a U.S. court is able to exercise primary
      supervision over the administration of the trust and one or more U.S.
      persons have authority to control all substantial decisions of the trust.
 
    An individual may be treated as a resident of the United States in any
calendar year for U.S. Federal income tax purposes, instead of a nonresident,
by, among other ways, being present in the United States on at least 31 days in
that calendar year and for an aggregate of at least 183 days during a three-year
period ending in the current calendar year. For purposes of this calculation,
you would count all of the days present in the current year, one-third of the
days present in the immediately preceding year and one-sixth of the days present
in the second preceding year. Residents are taxed for U.S. Federal income
purposes as if they were U.S. citizens.
 
    This discussion does not consider:
 
    - U.S. state and local or non-U.S. tax consequences;
 
    - specific facts and circumstances that may be relevant to a particular
      non-U.S. holder's tax position, including, if the non-U.S. holder is a
      partnership that the U.S. tax consequences of holding and disposing of our
      common stock may be affected by certain determinations made at the partner
      level;
 
    - the tax consequences for the shareholders, partners or beneficiaries of a
      non-U.S. holder;
 
    - special tax rules that may apply to particular non-U.S. holders, such as
      financial institutions, insurance companies, tax-exempt organizations,
      U.S. expatriates, broker-dealers, and traders in securities; or
 
    - special tax rules that may apply to a non-U.S. holder that holds our
      common stock as part of a "straddle," "hedge," "conversion transaction,"
      "synthetic security" or other integrated investment.
 
    The following discussion is based on provisions of the U.S. Internal Revenue
Code of 1986, as amended, applicable U.S. Treasury regulations and
administrative and judicial interpretations, all as in effect on the date of
this prospectus, and all of which are subject to change, retroactively or
prospectively. The following summary assumes that a non-U.S. holder holds our
common stock as a capital asset. EACH NON-U.S. HOLDER SHOULD CONSULT A TAX
ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. INCOME AND OTHER
TAX CONSEQUENCES OF ACQUIRING, HOLDING, AND DISPOSING OF SHARES OF OUR COMMON
STOCK.
 
DIVIDENDS
 
    We do not anticipate paying cash dividends on our common stock in the
foreseeable future. See "Dividend Policy." In the event, however, that we pay
dividends on our common stock, we will have to withhold a U.S. Federal
withholding tax at a rate of 30%, or a lower rate under an applicable income
 
                                       57

<PAGE>
tax treaty, from the gross amount of the dividends paid to a non-U.S. holder.
Non-U.S. holders should consult their tax advisors regarding their entitlement
to benefits under a relevant income tax treaty.
 
    With respect to any such dividends:
 
    - a non-U.S. holder who claims the benefit of an applicable income tax
      treaty rate generally will be required to satisfy applicable certification
      and other requirements;
 
    - in the case of common stock held by a foreign partnership, the
      certification requirement will generally be applied to the partners of the
      partnership and the partnership will be required to provide certain
      information, including a U.S. taxpayer identification number; and
 
    - look-through rules will apply for tiered partnerships.
 
    A non-U.S. holder that is eligible for a reduced rate of U.S. Federal
withholding tax under an income tax treaty may obtain a refund or credit of any
excess amounts withheld by filing an appropriate claim for refund with the U.S.
Internal Revenue Service.
 
    Dividends that are effectively connected with a non-U.S. holder's conduct of
a trade or business in the United States or, alternatively, if an income tax
treaty applies, are attributable to a permanent establishment maintained by the
non-U.S. holder in the United States, are taxed on a net income basis at the
regular graduated rates and in the manner applicable to U.S. persons. In that
case, we will not have to withhold U.S. Federal withholding tax if the non-U.S.
holder complies with applicable certification and disclosure requirements. In
addition, a "branch profits tax" may be imposed at a 30% rate, or a lower rate
under an applicable income tax treaty, on dividends received by a foreign
corporation that are effectively connected with the conduct of a trade or
business in the United States.
 
GAIN ON DISPOSITION OF COMMON STOCK
 
    A non-U.S. holder generally will not be taxed on gain recognized on a
disposition of our common stock unless:
 
    - the gain is effectively connected with the non-U.S. holder's conduct of a
      trade or business in the United States or, alternatively, if an income tax
      treaty applies, is attributable to a permanent establishment maintained by
      the non-U.S. holder in the United States; in these cases, the gain will be
      taxed on a net income basis at the regular graduated rates and in the
      manner applicable to U.S. persons and, if the non-U.S. holder is a foreign
      corporation, the "branch profits tax" described above may also apply;
 
    - the non-U.S. holder is an individual who holds our common stock as a
      capital asset, is present in the United States for more than 182 days in
      the taxable year of the disposition and meets other requirements; or
 
    - we are or have been a "U.S. real property holding corporation" for U.S.
      Federal income tax purposes at any time during the shorter of the five
      year period ending on the date of disposition or the period that the
      non-U.S. holder held our common stock.
 
    In general, we will be treated as a "U.S. real property holding corporation"
if the fair market value of our "U.S. real property interests" equals or exceeds
50% of the sum of the fair market value of our worldwide real property interests
and our other assets used or held for use in a trade or business. Currently, it
is our best estimate that the fair market value of our U.S. real property
interests is, and has been for at least the previous five years, less than 50%
of the sum of the fair market value of our worldwide real property interests and
our other assets, including goodwill, used or held for use in a trade or
business. Therefore, we believe that we are not currently a U.S. real property
holding corporation. Nor do we anticipate becoming a U.S. real property holding
corporation in the future.
 
    However, even if we are or have been a U.S. real property holding
corporation, a non-U.S. holder that did not beneficially own, directly or
indirectly, more than 5% of the total fair market value of our common stock at
any time during the shorter of the five-year period ending on the date of
disposition
 
                                       58

<PAGE>
or the period that our common stock was held by the non-U.S. holder (a "non-5%
holder") and which is not otherwise taxed under any other circumstances
described above, generally will not be taxed on any gain realized on the
disposition of our common stock if, at any time during the calendar year of the
disposition, our common stock was regularly traded on an established securities
market within the meaning of the applicable U.S. Treasury regulations.
 
    We have applied to have our common stock listed on the Nasdaq National
Market. Although not free from doubt, our common stock should be considered to
be regularly traded on an established securities market for any calendar quarter
during which it is regularly quoted on the Nasdaq National Market by brokers or
dealers which hold themselves out to buy or sell our common stock at the quoted
price. If our common stock were not considered to be regularly traded on the
Nasdaq National Market at any time during the applicable calendar quarter and we
are or have been a U.S. real property holding corporation, then a non-5% holder
would be taxed for U.S. Federal income tax purposes on any gain realized on the
disposition of our common stock on a net income basis as if the gain were
effectively connected with the conduct of a U.S. trade or business by the non-5%
holder during the taxable year and, in such case, the person acquiring our
common stock from a non-5% holder generally would have to withhold 10% of the
amount of the proceeds of the disposition. Such withholding may be reduced or
eliminated pursuant to a withholding certificate issued by the U.S. Internal
Revenue Service in accordance with applicable U.S. Treasury regulations. We urge
all non-U.S. holders to consult their own tax advisors regarding the application
of these rules to them.
 
FEDERAL ESTATE TAX
 
    Common stock owned or treated as owned by an individual who is a non-U.S.
holder at the time of death will be included in the individual's gross estate
for U.S. Federal estate tax purposes, unless an applicable estate tax or other
treaty provides otherwise and, therefore, may be subject to U.S. Federal estate
tax.
 
INFORMATION REPORTING AND BACKUP WITHHOLDING TAX
 
    We must report annually to the U.S. Internal Revenue Service and to each
non-U.S. holder the amount of dividends paid to that holder and the tax withheld
from those dividends. Copies of the information returns reporting those
dividends and withholding may also be made available to the tax authorities in
the country in which the non-U.S. holder is a resident under the provisions of
an applicable income tax treaty or agreement.
 
    The gross amount of dividends paid to a non-U.S. holder that fails to
certify its non-U.S. holder status in accordance with applicable U.S. Treasury
regulations generally will be reduced by backup withholding at a rate of 31%.
 
    The payment of the proceeds of the disposition of common stock by a non-U.S.
holder to or through the U.S. office of a broker generally will be reported to
the U.S. Internal Revenue Service and reduced by backup withholding at a rate of
31% unless the non-U.S. holder either certifies its status as a non-U.S. holder
under penalties of perjury or otherwise establishes an exemption and the broker
has no actual knowledge to the contrary. The payment of the proceeds on the
disposition of common stock by a non-U.S. holder to or through a non-U.S. office
of a broker generally will not be reduced by backup withholding or reported to
the U.S. Internal Revenue Service. If however, the broker is a U.S. person or
has certain enumerated connections with the United States, the proceeds from
such disposition generally will be reported to the U.S. Internal Revenue Service
(but not reduced by backup withholding) unless certain conditions are met.
 
    Non-U.S. holders should consult their own tax advisors regarding the
application of the information reporting and backup withholding rules to them.
 
    Any amounts withheld under the backup withholding rules from a payment to a
non-U.S. holder will be refunded, or credited against the holder's U.S. Federal
income tax liability, if any, provided that the required information is
furnished to the U.S. Internal Revenue Service.
 
                                       59

<PAGE>
                                  UNDERWRITING
 
    We intend to offer the shares in the U.S. and Canada through the U.S.
underwriters and elsewhere through the international managers. Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Salomon Smith Barney Inc., Banc of America
Securities LLC, The Robinson-Humphrey Company, LLC and CIBC World Markets Corp.
are acting as U.S. representatives of the U.S. underwriters named below. Subject
to the terms and conditions described in a U.S. purchase agreement between us
and the U.S. underwriters, and concurrently with the sale of       shares to the
international managers, we have agreed to sell to the U.S. underwriters, and the
U.S. underwriters severally have agreed to purchase from us, the number of
shares listed opposite their names below.
 

<TABLE>
<CAPTION>
                                                               NUMBER
                                                              OF SHARES
U.S. UNDERWRITER                                              ---------
<S>                                                           <C>
Merrill Lynch, Pierce, Fenner & Smith
          Incorporated......................................
Salomon Smith Barney Inc....................................
Banc of America Securities LLC..............................
The Robinson-Humphrey Company, LLC..........................
CIBC World Markets Corp.....................................
                                                               ------
          Total.............................................
                                                               ======
</TABLE>

 
    We have also entered into an international purchase agreement with the
international managers for sale of the shares outside the U.S. and Canada for
whom Merrill Lynch International, Salomon Brothers International Limited, Banc
of America Securities Limited, The Robinson-Humphrey Company, LLC and CIBC World
Markets plc are acting as lead managers. Subject to the terms and conditions in
the international purchase agreement, and concurrently with the sale of
shares to the U.S. underwriters pursuant to the U.S. purchase agreement, we have
agreed to sell to the international managers, and the international managers
severally have agreed to purchase       shares from us. The initial public
offering price per share and the total underwriting discount per share are
identical under the U.S. purchase agreement and the international purchase
agreement.
 
    The U.S. underwriters and the international managers have agreed to purchase
all of the shares sold under the U.S. and international purchase agreements if
any of these shares are purchased. If an underwriter defaults, the U.S. and
international purchase agreements provide that the purchase commitments of the
nondefaulting underwriters may be increased or the purchase agreements may be
terminated. The closings for the sale of shares to be purchased by the U.S.
underwriters and the international managers are conditioned on one another.
 
    We have agreed to indemnify the U.S. underwriters and the international
managers against certain liabilities, including liabilities under the Securities
Act, or to contribute to payments the U.S. underwriters and international
managers may be required to make in respect of those liabilities.
 
    The U.S. underwriters are offering the shares, subject to prior sale, when,
as and if issued to and accepted by them, subject to approval of legal matters
by their counsel, including the validity of the shares, and other conditions
contained in the purchase agreements, such as the receipt by the underwriters of
officer's certificates and legal opinions. The U.S. underwriters reserve the
right to withdraw, cancel or modify offers to the public and to reject orders in
whole or in part.
 
COMMISSIONS AND DISCOUNTS
 
    The U.S. representatives have advised us that the U.S. underwriters propose
initially to offer the shares to the public at the initial public offering price
on the cover page of this prospectus and to dealers at that price less a
concession not in excess of $      per share. The U.S. underwriters may
 
                                       60

<PAGE>
allow, and the dealers may reallow, a discount not in excess of $      per share
to other dealers. After the initial public offering, the public offering price,
concession and discount may be changed.
 
    The following table shows the public offering price, underwriting discount
and proceeds before expenses to Cross Country. The information assumes either no
exercise or full exercise by the U.S. underwriters and the international
managers of their over-allotment options.
 

<TABLE>
<CAPTION>
                                            PER SHARE   WITHOUT OPTION   WITH OPTION
                                            ---------   --------------   -----------
<S>                                         <C>         <C>              <C>
Public offering price.....................     $            $                $
Underwriting discount.....................     $            $                $
Proceeds, before expenses, to Cross
  Country.................................     $            $                $
</TABLE>

 
    The expenses of the offering, not including the underwriting discount, are
estimated at $    and are payable by Cross Country.
 
OVERALLOTMENT OPTIONS
 
    We have granted an option to the U.S. underwriters to purchase up to
additional shares at the public offering price less the underwriting discount.
The U.S. underwriters may exercise this option for 30 days from the date of this
prospectus solely to cover any overallotments. If the U.S. underwriters exercise
this option, each will be obligated, subject to conditions contained in the
purchase agreements, to purchase a number of additional shares proportionate to
that U.S. underwriter's initial amount reflected in the above table.
 
    We have also granted an option to the international managers, exercisable
for 30 days from the date of this prospectus, to purchase up to       additional
shares to cover any overallotments on terms similar to those granted to the U.S.
underwriters.
 
INTERSYNDICATE AGREEMENT
 
    The U.S. underwriters and the international managers have entered into an
intersyndicate agreement that provides for the coordination of their activities.
Under the intersyndicate agreement, the U.S. underwriters and the international
managers may sell shares to each other for purposes of resale at the initial
public offering price, less an amount not greater than the selling concession.
Under the intersyndicate agreement, the U.S. underwriters and any dealer to whom
they sell shares will not offer to sell or sell shares to persons who are
non-U.S. or non-Canadian persons or to persons they believe intend to resell to
persons who are non-U.S. or non-Canadian persons, except in the case of
transactions under the intersyndicate agreement. Similarly, the international
managers and any dealer to whom they sell shares will not offer to sell or sell
shares to U.S. persons or Canadian persons or to persons they believe intend to
resell to U.S. or Canadian persons, except in the case of transactions under the
intersyndicate agreement.
 
RESERVED SHARES
 
    At our request, the underwriters have reserved for sale, at the initial
public offering price, up to       shares offered by this prospectus for sale to
some of our directors, officers, employees, distributors, dealers, business
associates and related persons. If these persons purchase reserved shares, this
will reduce the number of shares available for sale to the general public. Any
reserved shares that are not orally confirmed for purchase within one day of the
pricing of this offering will be offered by the underwriters to the general
public on the same terms as the other shares offered by this prospectus.
 
                                       61

<PAGE>
NO SALES OF SIMILAR SECURITIES
 
    We and our executive officers and directors and substantially all existing
stockholders have agreed, with exceptions, not to sell or transfer any common
stock for 180 days after the date of this prospectus without first obtaining the
written consent of Merrill Lynch. Specifically, we and these other individuals
have agreed not to directly or indirectly:
 
    - offer, pledge, sell or contract to sell any common stock;
 
    - sell any option or contract to purchase any common stock;
 
    - purchase any option or contract to sell any common stock;
 
    - grant any option, right or warrant for the sale of any common stock;
 
    - lend or otherwise dispose of or transfer any common stock;
 
    - request or demand that we file a registration statement related to the
      common stock; or
 
    - enter into any swap or other agreement that transfers, in whole or in
      part, the economic consequence of ownership of any common stock whether
      any such swap or transaction is to be settled by delivery of shares or
      other securities, in cash or otherwise.
 
    This lockup provision applies to common stock and to securities convertible
into or exchangeable or exercisable for or repayable with common stock. It also
applies to common stock owned now or acquired later by the person executing the
agreement or for which the person executing the agreement later acquires the
power of disposition.
 
QUOTATION ON THE NASDAQ NATIONAL MARKET
 
    We expect the shares to be approved for quotation on the Nasdaq National
Market, subject to notice of issuance, under the symbol "CCRN."
 
    Before this offering, there has been no public market for our common stock.
The initial public offering price will be determined through negotiations among
us and the U.S. representatives and lead managers. In addition to prevailing
market conditions, the factors to be considered in determining the initial
public offering price are:
 
    - the valuation multiples of publicly traded companies that the U.S.
      representatives and the lead managers believe to be comparable to us;
 
    - our financial information;
 
    - the history of, and the prospects for, our company and the industry in
      which we compete;
 
    - an assessment of our management, its past and present operations, and the
      prospects for, and timing of, our future revenue;
 
    - the present state of our development; and
 
    - the above factors in relation to market values and various valuation
      measures of other companies engaged in activities similar to ours.
 
    An active trading market for the shares may not develop. It is also possible
that after the offering the shares will not trade in the public market at or
above the initial public offering price.
 
    The U.S. underwriters do not expect to sell more than 5% of the shares in
the aggregate to accounts over which they exercise discretionary authority.
 
                                       62

<PAGE>
NASD REGULATIONS
 
    More than ten percent of the proceeds of the offering will be applied to pay
down debt obligations owed to affiliates of Merrill Lynch, Salomon Smith
Barney Inc., Banc of America Securities LLC and The Robinson-Humphrey Company,
LLC. Because more than ten percent of the net proceeds of the offering will be
paid to members or affiliates of members of the National Association of
Securities Dealers, Inc. participating in the offering, the offering will be
conducted in accordance with NASD Conduct Rule 2710(c)(8). This rule requires
that the public offering price of an equity security be no higher than the price
recommended by a qualified independent underwriter which has participated in the
preparation of the registration statement and performed its usual standard of
due diligence with respect to that registration statement. CIBC World
Markets Corp. has agreed to act as qualified independent underwriter for the
offering. The price of the shares will be no higher than that recommended by
CIBC World Markets Corp.
 
    The underwriters will not confirm sales of shares to any account over which
they exercise discretionary authority without the prior written specific
approval of the customer.
 
PRICE STABILIZATION, SHORT POSITIONS AND PENALTY BIDS
 
    Until the distribution of the shares is completed, SEC rules may limit
underwriters and selling group members from bidding for and purchasing our
common stock. However, the U.S. representatives may engage in transactions that
stabilize the price of the common stock, such as bids or purchases to peg, fix
or maintain that price.
 
    The underwriters may purchase and sell our common stock in the open market.
These transactions may include short sales, stabilizing transactions and
purchases to cover positions created by short sales. Short sales involve the
sale by the underwriters of a greater number of shares than they are required to
purchase in the offering. "Covered" short sales are sales made in an amount not
greater than the underwriters' option to purchase additional shares from the
issuer in the offering. The underwriters may close out any covered short
position by either exercising their option to purchase additional shares or
purchasing shares in the open market. In determining the source of shares to
close out the covered short position, the underwriters will consider, among
other things, the price of shares available for purchase in the open market as
compared to the price at which they may purchase shares through the
over-allotment option. "Naked" short sales are any sales in excess of such
option. The underwriters must close out any naked short position by purchasing
shares in the open market. A naked short position is more likely to be created
if the underwriters are concerned that there may be downward pressure on the
price of the common shares in the open market after pricing that could adversely
affect investors who purchase in the offering. Stabilizing transactions consist
of various bids for or purchases of common shares made by the underwriters in
the open market prior to the completion of the offering.
 
    The underwriters may also impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased shares sold
by or for the account of such underwriter in stabilizing or short covering
transactions.
 
    Similar to other purchase transactions, the underwriters' purchases to cover
the syndicate short sales may have the effect of raising or maintaining the
market price of our common stock or preventing or retarding a decline in the
market price of the common shares. As a result, the price of our common stock
may be higher than the price that might otherwise exist in the open market.
 
    Neither we nor any of the underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the common stock. In addition, neither
we nor any of the underwriters makes any representation that the U.S.
 
                                       63

<PAGE>
representatives or the lead managers will engage in these transactions or that
these transactions, once commenced, will not be discontinued without notice.
 
OTHER RELATIONSHIPS
 
    Some of the underwriters and their affiliates have engaged in, and may in
the future engage in, investment banking and other commercial dealings in the
ordinary course of business with us. They have received customary fees and
commissions for these transactions. Salomon Smith Barney Inc. acted as the
arranger, and affiliates of Salomon Smith Barney Inc. and The Robinson-Humphrey
Company, LLC acted as administrative agent, collateral agent, issuing bank and
swingline lender under our credit facility. In addition, affiliates of Merrill
Lynch, Salomon Smith Barney Inc., Banc of America Securities LLC and The
Robinson-Humphrey Company, LLC are lenders under our credit facility.
 
INTERNET DISTRIBUTION
 
    Merrill Lynch will be facilitating internet distribution for the offering to
some of its internet subscription customers. Merrill Lynch intends to allocate a
limited number of shares for sale to its online brokerage customers. An
electronic prospectus is available on the website maintained by Merrill Lynch.
Other than the prospectus in electronic format, the information on the Merrill
Lynch website relating to the offering is not a part of this prospectus.
 
                                       64

<PAGE>
                                 LEGAL MATTERS
 
    The validity of the shares of common stock offered by this prospectus will
be passed upon for us by Proskauer Rose LLP, New York, New York. Certain legal
matters related to the offering will be passed upon for the Underwriters by
Debevoise & Plimpton, New York, New York.
 
                                    EXPERTS
 
    The consolidated financial statements of Cross Country, Inc. at
December 31, 2000 and 1999, and for the year ended December 31, 2000 and for the
period from July, 30, 1999 to December 31, 1999, appearing in this Prospectus
and Registration Statement have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon appearing elsewhere herein, and
are included in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.
 
    The financial statements of Cross Country Staffing (a Partnership) as of
July 29, 1999 and December 31, 1998, and for the period from January 1, 1999
through July 29, 1999 and for the year ended December 31, 1998, included in this
Prospectus have been so included in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
 
    The consolidated financial statements of TravCorps Corporation and
Subsidiary at December 15, 1999, and for the period from December 27, 1998 to
December 15, 1999, appearing in this Prospectus and Registration Statement have
been audited by Ernst & Young LLP, independent auditors, and at December 26,
1998, and for the year ended December 26, 1998, by Deloitte & Touche LLP,
independent auditors, as set forth in their respective reports thereon appearing
elsewhere herein, and are included in reliance upon such reports given on the
authority of such firms as experts in accounting and auditing.
 
    The consolidated financial statements of ClinForce, Inc. at December 31,
2000 and 1999, and for each of the two years in the period ended December 31,
2000, appearing in this Prospectus and Registration Statement have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report thereon
appearing elsewhere herein, and are included in reliance upon such report given
on the authority of such firm as experts in accounting and auditing.
 
                      WHERE YOU CAN FIND MORE INFORMATION
 
    We have filed with the Commission a registration statement on Form S-1,
which includes amendments, exhibits, schedules and supplements, under the
Securities Act and the rules and regulations under the Securities Act, for the
registration of the common stock offered by this prospectus. Although this
prospectus, which forms a part of the registration statement, contains all
material information included in the registration statement, parts of the
registration statement have been omitted from this prospectus as permitted by
the rules and regulations of the Commission. For further information with
respect to us and the common stock offered by this prospectus, please refer to
the registration statement. Statements contained in this prospectus as to the
contents of any contracts or other document referred to in this prospectus are
not necessarily complete and, where such contract or other document is an
exhibit to the registration statement, each such statement is qualified in all
respects by the provisions of such exhibit, to which reference is now made. The
registration statement can be inspected and copied at prescribed rates at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
at Seven World Trade Center, 13th Floor, New York, New York 10048 and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. The public may obtain information regarding the Washington, D.C.
Public Reference Room by calling the Commission at 1-800-SEC-0330. In addition,
the registration statement is publicly available through the Commission's site
on the Internet's World Wide Web, located at: http://www.sec.gov.
 
    After the offering, we will be subject to the full informational
requirements of the Securities Exchange Act. To comply with these requirements,
we will file periodic reports, proxy statements and other information with the
Commission.
 
                                       65

<PAGE>
                         INDEX TO FINANCIAL STATEMENTS
 

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
HISTORICAL FINANCIAL STATEMENTS
CROSS COUNTRY, INC.
  Report of Independent Certified Public Accountants........       F-2
  Consolidated Balance Sheets as of December 31, 1999 and
    2000 and March 31, 2001 (Unaudited).....................       F-3
  Consolidated Statements of Operations for the Period from
    July 30, 1999 to December 31, 1999, for the Year Ended
    December 31, 2000 and for the Three Months Ended March
    31, 2000 and 2001 (Unaudited)...........................       F-4
  Consolidated Statements of Stockholders' Equity for the
    Period from July 30, 1999 to December 31, 1999, for the
    Year Ended December 31, 2000, and for the Three Months
    Ended March 31, 2001 (Unaudited)........................       F-5
  Consolidated Statements of Cash Flows for the Period from
    July 30, 1999 to December 31, 1999, for the Year Ended
    December 31, 2000, and for the Three Months Ended March
    31, 2000 and 2001 (Unaudited)...........................       F-6
  Notes to the Consolidated Financial Statements............       F-8
 
CROSS COUNTRY STAFFING ("PREDECESSOR COMPANY")
  Report of Independent Certified Public Accountants........      F-24
  Balance Sheets as of July 29, 1999 and December 31,
    1998....................................................      F-25
  Statements of Income and Partners' Capital for the Period
    from January 1, 1999 to July 29, 1999 and for the Year
    Ended December 31, 1998.................................      F-26
  Statements of Cash Flows for the Period from January 1,
    1999 to July 29, 1999 and for the Year Ended December
    31, 1998................................................      F-27
  Notes to Financial Statements.............................      F-28
 
TRAVCORPS CORPORATION AND SUBSIDIARY
  Independent Auditors' Report..............................      F-34
  Consolidated Balance Sheets as of December 15, 1999 and
    December 26, 1998.......................................      F-36
  Consolidated Statements of Income for the Year Ended
    December 26, 1998 and for the Period from December 27,
    1998 to December 15, 1999...............................      F-38
  Consolidated Statements of Stockholders' (Deficit) Equity
    for the Period from December 27, 1998 to December 15,
    1999 and the Year Ended December 26, 1998...............      F-39
  Consolidated Statements of Cash Flows for the Period from
    December 27, 1998 to December 15, 1999 and the Year
    Ended December 26, 1998.................................      F-40
  Notes to the Consolidated Financial Statements............      F-41
 
CLINFORCE, INC.
  Report of Independent Auditors............................      F-49
  Consolidated Statements of Assets Acquired and Liabilities
    Assumed as of December 31, 2000 and 1999................      F-50
  Consolidated Statements of Operating Revenues and Expenses
    for the Years Ended December 31, 2000 and 1999..........      F-51
Notes to the Financial Statements...........................      F-52

</TABLE>

 
                                      F-1

<PAGE>

                 Report of Independent Certified Public Accountants
 
The Board of Directors and Stockholders
Cross Country, Inc.
 
    We have audited the accompanying consolidated balance sheets of Cross
Country, Inc. as of December 31, 1999 and 2000 and the related consolidated
statements of operations, stockholders' equity and cash flows for the period
from July 30, 1999 to December 31, 1999 and the year ended December 31, 2000.
Our audit also included the financial statement schedule listed in the Index at
I
tem 14(a). These financial statements and schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
 
    We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Cross Country, Inc. at December 31, 1999 and 2000, and the results of their
operations and their cash flows for the period from July 30, 1999 to
December 31, 1999 and the year ended December 31, 2000, in conformity with
accounting principles generally accepted in the United States. Also, in our
opinion, the related financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.
 
                                          /S/ ERNST & YOUNG LLP
 
West Palm Beach, Florida
 
May 7, 2001

 
                                      F-2

<PAGE>
                              CROSS COUNTRY, INC.
 
                          CONSOLIDATED BALANCE SHEETS
 

<TABLE>
<CAPTION>
                                                                      DECEMBER 31
                                                              ---------------------------    MARCH 31,
                                                                  1999           2000           2001
                                                              ------------   ------------   ------------
                                                                                            (UNAUDITED)
<S>                                                           <C>            <C>            <C>
                                                 ASSETS
Current assets:
  Cash......................................................  $  4,827,877   $         --   $         --
  Accounts receivable, less allowance for doubtful accounts
    of $2,144,110 in 1999, $2,087,747 in 2000 and $2,410,068
    in 2001.................................................    50,243,772     65,087,380     71,148,856
  Deferred income taxes.....................................     1,779,592      3,140,522      3,140,522
  Income taxes receivable...................................     2,936,436      2,076,471        814,445
  Prepaid rent on employees' apartments.....................     2,922,723      3,309,673      3,402,909
  Deposits on employees' apartments, net of allowance of
    $300,445 in 1999, $418,775 in 2000 and $332,485 in
    2001....................................................     1,518,071      1,055,106      1,063,268
  Other current assets......................................       449,595      2,032,437      2,993,494
                                                              ------------   ------------   ------------
Total current assets........................................    64,678,066     76,701,589     82,563,494
Property and equipment, net of accumulated depreciation and
  amortization of $3,470,984 in 1999, $5,024,756 in 2000 and
  $6,420,976 in 2001........................................     3,975,129      6,168,505      7,294,542
Trademark, net of accumulated amortization of $158,644 in
  1999, $746,669 in 2000 and $897,144 in 2001...............    14,541,356     13,953,331     15,902,856
Goodwill, net of accumulated amortization of $2,417,217 in
  1999, $10,767,664 in 2000 and $13,001,554 in 2001.........   200,315,122    199,373,353    221,659,546
Other identifiable intangible assets, net of accumulated
  amortization of $949,236 in 1999, $3,746,200 in 2000 and
  $4,453,961 in 2001........................................    15,480,764     12,683,800     13,276,039
Debt issuance costs, net of accumulated amortization of
  $746,341 in 1999, $2,616,598 in 2000 and $3,100,039 in
  2001......................................................    10,475,198      8,604,941      9,103,333
Other assets................................................       229,634        140,148        125,820
                                                              ------------   ------------   ------------
Total assets................................................  $309,695,269   $317,625,667   $349,925,630
                                                              ============   ============   ============
 
                                  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable..........................................  $  4,677,411   $  6,445,501   $  3,674,072
  Accrued employee compensation and benefits................    13,818,840     17,430,804     20,026,057
  Accrued expenses..........................................     5,963,985      3,801,172      4,309,393
  Current portion of long-term debt.........................     5,120,000     12,400,000     12,400,000
  Note payable..............................................        54,972        484,108        461,810
  Net liabilities from discontinued operations..............       309,670        534,999      2,033,103
  Other current liabilities.................................       735,219      1,229,840      1,967,221
                                                              ------------   ------------   ------------
Total current liabilities...................................    30,680,097     42,326,424     44,871,656
Interest rate swap..........................................            --             --        987,423
Deferred income taxes.......................................     6,374,436      7,571,311      7,621,997
Long-term debt..............................................   153,899,000    144,388,000    174,021,000
                                                              ------------   ------------   ------------
Total liabilities...........................................   190,953,533    194,285,735    227,502,076
Commitments and contingencies
Stockholders' equity:
  Common stock, Class A--$.01 par value; 7,850,000 shares
    authorized; 3,868,945 shares issued and outstanding at
    December 31, 1999, 2000 and March 31, 2001..............        38,689         38,689         38,689
  Common stock, Class B--$.01 par value; 150,000 shares
    authorized; 131,053 shares issued and outstanding at
    December 31, 1999, 2000 and March 31, 2001..............         1,311          1,311          1,311
  Additional paid-in capital................................   119,043,201    119,043,201    119,043,201
  Accumulated other comprehensive income....................            --             --       (924,929)
  (Accumulated deficit) retained earnings...................      (341,465)     4,256,731      4,265,282
                                                              ------------   ------------   ------------
Total stockholders' equity..................................   118,741,736    123,339,932    122,423,554
                                                              ------------   ------------   ------------
Total liabilities and stockholders' equity..................  $309,695,269   $317,625,667   $349,925,630
                                                              ============   ============   ============
</TABLE>

 
                            See accompanying notes.
 
                                      F-3

<PAGE>
                              CROSS COUNTRY, INC.
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 

<TABLE>
<CAPTION>
                                                                                      THREE MONTHS ENDED
                                            PERIOD FROM JULY 30,    YEAR ENDED             MARCH 31
                                            1999 TO DECEMBER 31,   DECEMBER 31,   --------------------------
                                                    1999               2000          2000           2001
                                            --------------------   ------------   -----------   ------------
                                                                                         (UNAUDITED)
<S>                                         <C>                    <C>            <C>           <C>
Revenue from services.....................      $87,727,219        $367,689,902   $89,583,837   $103,871,739
Operating expenses:
  Direct operating expenses...............       68,036,524         273,094,434    67,062,402     79,001,406
  Selling, general and administrative
    expenses..............................        9,256,719          49,027,376    12,053,999     14,175,411
  Bad debt expense........................          511,341             432,973       234,300        419,926
  Depreciation............................          154,590           1,323,397       309,424        518,213
  Amortization............................        4,421,577          13,701,384     3,434,811      3,592,093
  Non-recurring indirect transaction
    costs.................................               --           1,289,217       266,921             --
                                                -----------        ------------   -----------   ------------
Total operating expenses..................       82,380,751         338,868,781    83,361,857     97,707,049
                                                -----------        ------------   -----------   ------------
Income from operations....................        5,346,468          28,821,121     6,221,980      6,164,690
 
Other expenses:
  Interest expense, net...................        4,821,302          15,435,236     3,833,261      4,008,034
                                                -----------        ------------   -----------   ------------
Income before income taxes and
  discontinued operations.................          525,166          13,385,885     2,388,719      2,156,656
 
Income tax expense........................         (671,917)         (6,730,024)   (1,201,526)    (1,084,396)
                                                -----------        ------------   -----------   ------------
(Loss) income before discontinued
  operations..............................         (146,751)          6,655,861     1,187,193      1,072,260
Discontinued operations:
  Loss from discontinued operations of
    HospitalHub, less income tax benefit
    of $140,710 in 1999, $1,159,013 in
    2000, and $200,564 and $450,976 for
    the three months ended March 31, 2000
    and 2001, respectively,                        (194,714)         (1,603,833)     (286,423)      (440,281)
  Estimated loss on disposal of
    HospitalHub, less income tax benefit
    of $0 in 1999, $327,963 in 2000 and $0
    and $638,572 for the three months
    ended March 31, 2000 and 2001,
    respectively..........................               --            (453,832)           --       (623,428)
                                                -----------        ------------   -----------   ------------
Net (loss) income.........................      $  (341,465)       $  4,598,196   $   900,770   $      8,551
                                                ===========        ============   ===========   ============
 
Net (loss) income per common share--basic
  and diluted:
  (Loss) income before discontinued
    operations............................      $      (.06)       $       1.66   $       .30   $        .27
  Discontinued operations.................             (.07)               (.51)         (.07)          (.27)
                                                -----------        ------------   -----------   ------------
Net (loss) income.........................      $      (.13)       $       1.15   $       .23   $         --
                                                ===========        ============   ===========   ============
 
Weighted average common shares
  outstanding.............................        2,635,895           3,999,998     3,999,998      3,999,998
                                                ===========        ============   ===========   ============
</TABLE>

 
                            See accompanying notes.
 
                                      F-4

<PAGE>
                              CROSS COUNTRY, INC.
 
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                  CLASS A                  CLASS B                          ACCUMULATED    (ACCUMULATED
                                COMMON STOCK            COMMON STOCK         ADDITIONAL        OTHER         DEFICIT)
                           ----------------------   ---------------------     PAID-IN      COMPREHENSIVE     RETAINED
                            SHARES      DOLLARS      SHARES     DOLLARS       CAPITAL         INCOME         EARNINGS
                           ---------   ----------   --------   ----------   ------------   -------------   ------------
<S>                        <C>         <C>          <C>        <C>          <C>            <C>             <C>
Balance at July 29, 1999
  (date of
  incorporation).........  2,260,660   $   22,607        --    $       --   $ 79,567,516    $       --      $       --
 
  Issuance of common
    stock in conjunction
    with issuance of
    long-term debt.......     65,530          655   131,053         1,311      6,918,072            --              --
 
  Issuance of common
    stock in exchange for
    employee services....     22,755          227        --            --        470,413            --              --
 
  Issuance of common
    stock in conjunction
    with acquisition of
    TravCorps
    Corporation..........  1,520,000       15,200        --            --     32,087,200            --              --
 
  Net loss...............         --           --        --            --             --            --        (341,465)
                           ---------   ----------   -------    ----------   ------------    ----------      ----------
 
Balance at December 31,
  1999...................  3,868,945       38,689   131,053         1,311    119,043,201            --        (341,465)
 
  Net income.............         --           --        --            --             --            --       4,598,196
                           ---------   ----------   -------    ----------   ------------    ----------      ----------
 
Balance at December 31,
  2000...................  3,868,945       38,689   131,053         1,311    119,043,201            --       4,256,731
 
Interest rate swap
  (unaudited)............         --           --        --            --             --      (924,929)             --
 
Net income (unaudited)...         --           --        --            --             --            --           8,551
                           ---------   ----------   -------    ----------   ------------    ----------      ----------
 
Balance at March 31, 2001
  (unaudited)............  3,868,945   $   38,689   131,053    $    1,311   $119,043,201    $ (924,929)     $4,265,282
                           =========   ==========   =======    ==========   ============    ==========      ==========
 
<CAPTION>
 
                               TOTAL
                           STOCKHOLDERS'
                              EQUITY
                           -------------
<S>                        <C>
Balance at July 29, 1999
  (date of
  incorporation).........  $ 79,590,123
  Issuance of common
    stock in conjunction
    with issuance of
    long-term debt.......     6,920,038
  Issuance of common
    stock in exchange for
    employee services....       470,640
  Issuance of common
    stock in conjunction
    with acquisition of
    TravCorps
    Corporation..........    32,102,400
  Net loss...............      (341,465)
                           ------------
Balance at December 31,
  1999...................   118,741,736
  Net income.............     4,598,196
                           ------------
Balance at December 31,
  2000...................   123,339,932
Interest rate swap
  (unaudited)............      (924,929)
Net income (unaudited)...         8,551
                           ------------
Balance at March 31, 2001
  (unaudited)............  $122,423,554
                           ============
</TABLE>

 
                            See accompanying notes.
 
                                      F-5

<PAGE>
                              CROSS COUNTRY, INC.
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 

<TABLE>
<CAPTION>
                                                   PERIOD FROM                         THREE MONTHS ENDED
                                                 JULY 30, 1999 TO    YEAR ENDED             MARCH 31
                                                   DECEMBER 31,     DECEMBER 31,   ---------------------------
                                                       1999             2000          2000           2001
                                                 ----------------   ------------   -----------   -------------
                                                                                           (UNAUDITED)
<S>                                              <C>                <C>            <C>           <C>
OPERATING ACTIVITIES
Net (loss) income..............................    $   (341,465)    $ 4,598,196    $   900,770   $       8,551
Adjustments to reconcile net (loss) income to
  net cash provided by operating activities:
    Amortization...............................       4,421,577      13,701,384      3,434,811       3,592,093
    Depreciation...............................         154,590       1,323,397        309,424         518,213
    Bad debt expense...........................         511,341         432,973        234,300         419,926
    Cumulative interest due at maturity........       1,537,000       3,839,000        918,000       1,033,000
    Estimated loss on disposal of discontinued
      operations...............................              --         453,832             --         623,428
    Loss on derivative instrument..............              --              --             --          62,494
    Changes in operating assets and
      liabilities:
    Accounts receivable........................      (1,874,246)    (15,096,581)       356,172        (697,405)
    Prepaid rent, deposits, and other current
      assets...................................      (3,381,084)     (1,385,374)       514,853        (923,069)
    Accounts payable and accrued expenses......       1,793,712       2,679,076     (5,109,986)     (1,240,494)
    Net liabilities from discontinued
      operations...............................         309,670        (228,503)       378,734         874,676
    Other current liabilities..................       3,170,112          79,621      1,348,681         737,381
                                                   ------------     -----------    -----------   -------------
Net cash provided by operating activities......       6,301,207      10,397,021      3,285,759       5,008,794
 
INVESTING ACTIVITIES
Acquisition of TravCorps, net cash acquired....       1,787,434              --             --              --
Acquisition of covenant not to compete.........        (250,000)             --             --              --
Issuance of common stock.......................          10,000              --             --              --
Acquisition of E-Staff, Inc....................              --      (1,500,000)            --              --
Acquisition of Heritage Professional Education,
  LLC..........................................              --      (6,200,000)            --         (46,680)
Acquisition of Clinforce, Inc..................              --              --             --     (31,347,239)
(Increase) decrease in other assets............              --          (6,205)      (241,014)         32,090
Increase in other liabilities..................              --       1,196,875             --              --
Purchase of property and equipment.............        (167,170)     (1,992,109)      (264,905)       (948,559)
Increase in software development costs.........              --      (1,082,595)            --        (294,275)
                                                   ------------     -----------    -----------   -------------
Net cash provided by (used in) investing
  activities...................................       1,380,264      (9,584,034)      (505,919)    (32,604,663)
 
FINANCING ACTIVITIES
Debt issuance costs............................         494,535              --             --        (981,833)
Repayment of debt..............................    (148,305,305)    (65,258,097)   (27,450,198)    (14,922,298)
Proceeds from issuance of debt.................     144,700,000      59,617,233     20,033,126      43,500,000
                                                   ------------     -----------    -----------   -------------
Net cash (used in) provided by financing
  activities...................................      (3,110,770)     (5,640,864)    (7,417,072)     27,595,869
Change in cash.................................       4,570,701      (4,827,877)    (4,637,232)
Cash at beginning of period....................         257,176       4,827,877      4,827,877              --
                                                   ------------     -----------    -----------   -------------
Cash at end of period..........................    $  4,827,877     $        --    $   190,645   $          --
                                                   ============     ===========    ===========   =============
</TABLE>

 
                            See accompanying notes.
 
                                      F-6

<PAGE>
                              CROSS COUNTRY, INC.
 
               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
 

<TABLE>
<CAPTION>
                                               PERIOD FROM                       THREE MONTHS ENDED
                                             JULY 30, 1999 TO    YEAR ENDED           MARCH 31
                                               DECEMBER 31,     DECEMBER 31,   -----------------------
                                                   1999             2000          2000         2001
                                             ----------------   ------------   ----------   ----------
                                                                                     (UNAUDITED)
<S>                                          <C>                <C>            <C>          <C>
SUPPLEMENTAL DISCLOSURE OF NONCASH
  INVESTING AND FINANCING ACTIVITIES
Issuance of common stock in connection with
  issuance of debt.........................     $ 6,920,038     $        --    $       --   $       --
                                                ===========     ===========    ==========   ==========
Issuance of common stock with TravCorps
  acquisition..............................     $32,102,400     $        --    $       --   $       --
                                                ===========     ===========    ==========   ==========
Issuance of common stock in exchange for
  employee services........................     $   470,640     $        --    $       --   $       --
                                                ===========     ===========    ==========   ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION
Interest paid..............................     $ 3,005,467     $10,711,873    $2,643,446   $3,013,259
                                                ===========     ===========    ==========   ==========
Income taxes paid..........................     $   437,873     $   221,467    $   62,750   $       --
                                                ===========     ===========    ==========   ==========
</TABLE>

 
                            See accompanying notes.
 
                                      F-7

<PAGE>
                              CROSS COUNTRY, INC.
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                           DECEMBER 31, 1999 AND 2000
              (INFORMATION PERTAINING TO MARCH 31, 2001 AND TO THE
        THREE MONTH PERIODS ENDED MARCH 31, 2001 AND 2000 IS UNAUDITED)
 
1. ORGANIZATION AND BASIS OF PRESENTATION
 
    On July 29, 1999, Cross Country Staffing, Inc. (CCS), a Delaware
corporation, was established through an acquisition of certain assets of Cross
Country Staffing (the Partnership), a Delaware general partnership. The
Partnership was engaged in the business of providing nurses and other allied
health personnel to health care providers primarily on a contract basis. CCS
recorded the assets and certain assumed liabilities, as defined in the asset
purchase agreement, at fair market value. In addition to the recorded assets and
liabilities, the Partnership contributed the value of the business, which
included certain intangible assets primarily related to proprietary databases
and contracts. The purchase price of approximately $189,000,000 exceeded the
fair market value of the assets less the assumed liabilities by approximately
$167,537,000, of which $20,890,000 was allocated to certain identifiable
intangible assets ($8,900,000--trademark, $8,440,000--databases,
$1,040,000--workforce, and $2,510,000--hospital relations), and $250,000
relating to a covenant not to compete. The remaining $146,397,000 was allocated
to goodwill.
 
    On December 16, 1999, CCS entered into a Plan of Merger with TravCorps
Corporation (TravCorps). TravCorps and its wholly-owned subsidiary, Cejka &
Company (Cejka) provide flexible staffing, search, consulting and related
outsourced services to health care providers throughout the United States.
Pursuant to the Plan of Merger, all outstanding shares of TravCorps' common
stock were exchanged for common stock in CCS and TravCorps became a wholly-owned
subsidiary of CCS. The fair value of the shares of common stock issued to the
stockholders of TravCorps, as determined by a valuation of the common stock in
January 2000, was $32,102,000. The purchase price exceeded the fair value of the
net tangible assets acquired by approximately $66,575,000, of which $10,240,000
was allocated to certain identifiable intangible assets ($5,800,000--trademark,
$2,910,000--databases, $630,000--workforce, and $900,000--hospital relations).
The remaining $56,335,000 was allocated to goodwill. The acquisition was
accounted for as a purchase and, accordingly, the accompanying consolidated
financial statements include the results of TravCorps from the acquisition date.
 
    Effective October 1, 2000, TravCorps changed its name to TVCM, Inc. (TVCM).
 
    Effective October 10, 2000, CCS changed its name to Cross Country
TravCorps, Inc. (CCT). Subsequent to December 31, 2000, CCT changed its name to
Cross Country, Inc. (the Company). The Company is primarily engaged in the
business of providing temporary health care staffing services to acute and
subacute care facilities nationwide.
 
    The consolidated financial statements include the accounts of the Company
and its wholly-owned direct and indirect subsidiaries, TVCM (f/k/a TravCorps),
Cejka, CC Staffing, Inc., E-Staff, Inc. (E-Staff), HospitalHub, Inc. (f/k/a
Ashley One, Inc.)(HospitalHub), and Cross Country Seminars, Inc. (f/k/a
CCS/Heritage Acquisition Corp.) (Cross Country Seminars). All material
intercompany transactions and balances have been eliminated in consolidation.
 
    The accompanying unaudited condensed consolidated financial statements as of
March 31, 2001 and for the three months ended March 31, 2000 and 2001 have been
prepared in accordance with generally accepted accounting principles for interim
financial information. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary to present fairly the
financial position, results of operations and cash flows have been included. The
results of
 
                                      F-8

<PAGE>
                              CROSS COUNTRY, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 2000
              (INFORMATION PERTAINING TO MARCH 31, 2001 AND TO THE
        THREE MONTH PERIODS ENDED MARCH 31, 2001 AND 2000 IS UNAUDITED)
 
1. ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
operations for the three months ended March 31, 2001 are not necessarily
indicative of the results that may be expected for the year ended December 31,
2001.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
USE OF ESTIMATES
 
    The preparation of the consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts in
the consolidated financial statements and accompanying notes. Actual results
could differ from those estimates.
 
CONCENTRATION OF CREDIT RISK
 
    Financial instruments that potentially subject the Company to concentrations
of credit risk as defined by Financial Accounting Standards Board (FASB)
Statement No. 105, DISCLOSURE OF INFORMATION ABOUT FINANCIAL INSTRUMENTS WITH
OFF-BALANCE-SHEET RISK AND FINANCIAL INSTRUMENTS WITH CONCENTRATIONS OF CREDIT
RISK, consist principally of accounts receivable. The Company's customers are
health care providers and accounts receivable represent amounts due from these
providers. The Company performs ongoing credit evaluations of its customers'
financial conditions and, generally, does not require collateral. Overall, based
on the large number of customers in differing geographic areas throughout the
United States and its territories, the Company believes the concentration of
credit risk is limited. As of December 31, 1999, approximately 8% of the
outstanding accounts receivable were due from one customer and as of
December 31, 2000, approximately 9% of the outstanding accounts receivable were
due from four customers. As of March 31, 2001, approximately 10% of the
outstanding accounts receivable were due from five customers.
 
PREPAID RENT AND DEPOSITS
 
    The Company leases a number of apartments for its employees under short-term
agreements (typically three to six months), which generally coincide with each
employee's staffing contract. As a condition of these agreements, the Company
places security deposits on the leased apartments. Prepaid rent and deposits
relate to these short-term agreements.
 
PROPERTY AND EQUIPMENT
 
    Property and equipment are stated at cost, less accumulated depreciation.
Depreciation is determined on a straight-line basis over the estimated useful
lives of the assets, which generally range from three to seven years. Leasehold
improvements are depreciated over the lives of the related leases or the useful
life of an individual lease, whichever is shorter.
 
    Certain software development costs are capitalized in accordance with the
provisions of Statement of Position 98-1, ACCOUNTING FOR THE COSTS OF COMPUTER
SOFTWARE DEVELOPED OR OBTAINED FOR INTERNAL USE and FASB Statement No. 86,
ACCOUNTING FOR COSTS OF COMPUTER SOFTWARE TO BE SOLD, LEASED, OR OTHERWISE
MARKETED. Such costs include charges for consulting services and costs for
personnel associated with
 
                                      F-9

<PAGE>
                              CROSS COUNTRY, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 2000
              (INFORMATION PERTAINING TO MARCH 31, 2001 AND TO THE
        THREE MONTH PERIODS ENDED MARCH 31, 2001 AND 2000 IS UNAUDITED)
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
programming, coding, and testing such software. Amortization of capitalized
software costs begins when the software is placed into service and is included
in depreciation expense in the accompanying consolidated statements of
operations. Software development costs are being amortized using the
straight-line method over five years or revenue to projected revenue, if
greater.
 
RESERVES FOR CLAIMS
 
    Workers' compensation and health care benefits are provided under partially
self-insured plans. The Company records its estimate of the ultimate cost of,
and reserves for, workers' compensation and health care benefits based on
actuarial computations using the loss history as well as industry statistics.
Furthermore, in determining its reserves, the Company includes reserves for
estimated claims incurred but not reported.
 
    The ultimate cost of workers' compensation and health care benefits will
depend on actual costs incurred to settle the claims and may differ from the
amounts reserved by the Company for those claims. Accruals for workers'
compensation claims and health care benefits are included in accrued employee
compensation and benefits in the consolidated balance sheets.
 
GOODWILL AND INTANGIBLE ASSETS
 
    Goodwill represents the excess of purchase price over the fair value of net
assets acquired. Goodwill is being amortized using the straight-line method over
its estimated useful life ranging from 5 to 25 years. Other identifiable
intangible assets, net, consist of database (approximately $10,550,000,
$8,259,000, and $7,686,000), workforce (approximately $1,593,000, $1,315,000,
and $2,128,000) and hospital relations (approximately $3,338,000, $3,110,000,
and $3,462,000) at December 31, 1999, December 31, 2000, and March 31, 2001,
respectively. Identifiable intangible assets are being amortized using the
straight-line method over their estimated useful lives ranging from 4.5 to
25 years. In accordance with FASB Statement No. 121, ACCOUNTING FOR THE
IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF,
long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. The
Company periodically reviews goodwill to determine if any impairment exists
based upon projected, undiscounted net cash flows of the Company. Recoverability
of intangible assets is measured by comparison of the carrying amount of the
asset to net future cash flows expected to be generated from the asset.
Identifiable intangible assets not covered by FASB Statement No. 121 and
goodwill not identified with assets that are subject to an impairment loss are
evaluated in accordance with Accounting Principles Board (APB) Opinion No. 17,
INTANGIBLE ASSETS. At December 31, 1999, December 31, 2000 and March 31, 2001,
the Company believes that no impairment of goodwill or identifiable intangible
assets exists.
 
DEBT ISSUANCE COSTS
 
    Deferred costs related to the issuance of debt are being amortized on a
straight-line basis, which approximates the effective interest method, over the
six-year term of the debt. Debt issuance costs of approximately $11,222,000,
less accumulated amortization of approximately $746,000 and $2,617,000 at
 
                                      F-10

<PAGE>
                              CROSS COUNTRY, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 2000
              (INFORMATION PERTAINING TO MARCH 31, 2001 AND TO THE
        THREE MONTH PERIODS ENDED MARCH 31, 2001 AND 2000 IS UNAUDITED)
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
December 31, 1999 and December 31, 2000, respectively, are recorded in the
consolidated balance sheets. Debt issuance costs of approximately $12,203,000,
less accumulated amortization of approximately $3,100,000 are recorded in the
consolidated balance sheet at March 31, 2001.
 
REVENUE RECOGNITION
 
    Revenue from services consists primarily of temporary staffing revenues.
Revenue is recognized when services are rendered. Accordingly, accounts
receivable includes an accrual for employees' time worked but not yet invoiced.
At December 31, 1999, December 31, 2000, and March 31, 2001, the amounts accrued
are approximately $5,526,000, $14,970,000, and $12,536,000, respectively.
 
STOCK-BASED COMPENSATION
 
    The Company, from time to time, grants stock options for a fixed number of
common shares to employees. The Company accounts for employee stock option
grants in accordance with Accounting Principles Board Opinion No. 25, ACCOUNTING
FOR STOCK ISSUED TO EMPLOYEES, and accordingly, recognizes no compensation
expense for the stock option grants when the exercise price of the options
equals, or is greater than, the market value of the underlying stock on the date
of grant. Accordingly, the Company did not recognize any compensation cost
during the period from July 30, 1999 to December 31, 1999, the year ended
December 31, 2000, or the three months ended March 31, 2000 and 2001 for
stock-based employee compensation awards.
 
ADVERTISING
 
    The Company's advertising expense consists primarily of print media, online
advertising and promotional material. Advertising costs are expensed as incurred
and were approximately $404,000 for the period from July 30, 1999 to
December 31, 1999, $2,450,000 for the year ended December 31, 2000, and $556,000
and $521,000 for the three months ended March 31, 2000 and 2001, respectively.
 
DERIVATIVE FINANCIAL INSTRUMENTS
 
    The Company is exposed to market risks arising from changes in interest
rates. To protect against such risks, the Company has one derivative financial
instrument, an interest rate swap agreement, which is more fully disclosed in
Note 13, INTEREST RATE SWAP.
 
COMPREHENSIVE INCOME
 
    The Company has adopted FASB Statement No. 130, COMPREHENSIVE INCOME, which
requires that an enterprise: (a) classify items of other comprehensive income by
their nature in the financial statements; and (b) display the accumulated
balance of other comprehensive income separately from retained earnings and
additional paid-in capital in the equity section of the balance sheet. The items
of other comprehensive income that are typically required to be displayed are
foreign currency items, minimum pension liability adjustments and unrealized
gains and losses on certain investments in debt and equity securities. There are
no other components of comprehensive income or loss other than the
 
                                      F-11

<PAGE>
                              CROSS COUNTRY, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 2000
              (INFORMATION PERTAINING TO MARCH 31, 2001 AND TO THE
        THREE MONTH PERIODS ENDED MARCH 31, 2001 AND 2000 IS UNAUDITED)
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Company's consolidated net (loss) income for the period from July 30, 1999 to
December 31, 1999, the year ended December 31, 2000, and the three months ended
March 31, 2000. During the three months ended March 31, 2001, the Company
recorded the fair value of the interest rate swap transaction which resulted in
a reduction in consolidated stockholders' equity of approximately $925,000.
 
INCOME TAXES
 
    The Company accounts for income taxes under FASB Statement No. 109,
ACCOUNTING FOR INCOME TAXES. Deferred income tax assets and liabilities are
determined based upon differences between financial reporting and tax bases of
assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to reverse.
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
    During 1998, the FASB issued Statement No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES, which was effective beginning January 1,
2001. The Company implemented the provisions of FASB Statement No. 133 on
January 1, 2001. FASB Statement No. 133 resulted in a reduction in consolidated
stockholders' equity of approximately $910,000 as of January 1, 2001.
 
    In December 1999, the Securities and Exchange Commission staff released
Staff Accounting Bulletin (SAB) No. 101, REVENUE RECOGNITION. SAB No. 101
provides interpretive guidance on the recognition, presentation, and disclosure
of revenue in financial statements. The Company believes that its current
revenue recognition policies comply with SAB No. 101.
 
RECLASSIFICATIONS
 
    Certain amounts in the 1999 consolidated financial statements have been
reclassified to conform to the 2000 presentation.
 
3. ACQUISITIONS
 
    Effective July 31, 2000, the Company acquired substantially all of the
assets of E-Staff, a Pennsylvania corporation, for $1,500,000. E-Staff is a
development-stage company creating an Internet, subscription-based
communication, scheduling, credentialing and training service business. The
acquisition met the accounting criteria of a purchase and, accordingly, the
accompanying consolidated financial statements include the results of E-Staff
from the acquisition date. The consideration for this acquisition included
$1,500,000 in cash. In addition, the asset purchase agreement provides for
potential earnout payments of up to $3,250,000 to the seller based on the
profits of E-Staff over a three-year period ending July 31, 2003. This
contingent consideration is not related to the seller's employment. Upon
payment, the earnouts will be allocated to goodwill as additional purchase price
and amortized over the remaining life of the asset. The excess of the aggregate
purchase price over the fair market value of the assets acquired of
approximately $927,000 was allocated to goodwill and is being amortized over
five years.
 
                                      F-12

<PAGE>
                              CROSS COUNTRY, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 2000
              (INFORMATION PERTAINING TO MARCH 31, 2001 AND TO THE
        THREE MONTH PERIODS ENDED MARCH 31, 2001 AND 2000 IS UNAUDITED)
 
3. ACQUISITIONS (CONTINUED)
    Effective December 26, 2000, Cross Country Seminars acquired substantially
all of the assets of Heritage Professional Education, LLC (Heritage), a
Tennessee limited liability company. Heritage provides continuing professional
education courses to medical and healthcare personnel through seminars and study
programs servicing the healthcare industry. The acquisition met the accounting
criteria of a purchase and, accordingly, the accompanying consolidated financial
statements include the results of Heritage from the acquisition date. The
consideration for this acquisition included $6,200,000 in cash and a
post-closing adjustment of approximately $300,000, to be paid 90 days from the
closing date. In addition, the asset purchase agreement provides for potential
earnout payments of approximately $6,500,000 based on adjusted earnings before
interest, taxes, depreciation, and amortization (EBITDA) (as defined in the
asset purchase agreement) of Heritage over a three-year period ending
December 31, 2003. This contingent consideration is not related to the seller's
employment. Upon payment, the earnouts will be allocated to goodwill as
additional purchase price and amortized over the remaining life of the asset.
The excess of the aggregate purchase price over the fair market value of the
assets acquired of approximately $6,482,000 was allocated to goodwill and is
being amortized over 25 years.
 
    On December 15, 2000, the Company entered into a stock purchase agreement to
acquire substantially all of the outstanding stock of two subsidiaries that
comprise ClinForce Inc., a Delaware corporation that provides temporary staffing
and permanent placement of clinical trials support services personnel, for
approximately $31,000,000. The acquisition was consummated on March 16, 2001 and
met the accounting criteria of a purchase. The transaction was primarily funded
through the issuance of additional debt. The purchase price is subject to a
post-closing adjustment based on changes in the net working capital of the
acquired companies between October 31, 2000 and March 16, 2001.
 
    The following unaudited pro forma summary presents the consolidated results
of operations as if the Company's acquisitions had occurred as of the beginning
of each period presented, after giving effect to certain adjustments, including
amortization of goodwill and other specifically identifiable intangibles,
interest expense incurred on additional borrowings and related income tax
effects. The pro forma financial information does not purport to be indicative
of the results of operations that would have occurred had the transactions taken
place at the beginning of the periods presented or of future results of
operations.
 

<TABLE>
<CAPTION>
                                       PERIOD FROM                    THREE MONTHS
                                      JULY 30, 1999     YEAR ENDED       ENDED
                                     TO DECEMBER 31,   DECEMBER 31,    MARCH 31,
                                          1999             2000           2001
                                     ---------------   ------------   ------------
<S>                                  <C>               <C>            <C>
Revenue from services..............    $151,849,680    $407,275,744   $111,564,489
                                       ============    ============   ============
Net (loss) income..................    $ (4,702,050)   $  3,976,004   $   (212,212)
                                       ============    ============   ============
Net (loss) income per common
  share--basic and diluted.........    $      (1.78)   $        .99   $        .05
                                       ============    ============   ============
</TABLE>

 
                                      F-13

<PAGE>
                              CROSS COUNTRY, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 2000
              (INFORMATION PERTAINING TO MARCH 31, 2001 AND TO THE
        THREE MONTH PERIODS ENDED MARCH 31, 2001 AND 2000 IS UNAUDITED)
 
4. PROPERTY AND EQUIPMENT
 
    At December 31, 1999, December 31, 2000 and March 31, 2001, property and
equipment consist of the following:
 

<TABLE>
<CAPTION>
                                             DECEMBER 31,
                                       -------------------------    MARCH 31,
                                          1999          2000           2001
                                       -----------   -----------   ------------
<S>                                    <C>           <C>           <C>
Computer equipment...................  $ 4,601,677   $ 4,830,242   $  5,443,015
Computer software....................      875,672     3,900,076      4,751,537
Office equipment.....................      548,190       760,527      1,051,824
Furniture and fixtures...............      736,551       833,786      1,409,950
Leasehold improvements...............      684,023       868,630      1,059,192
                                       -----------   -----------   ------------
                                         7,446,113    11,193,261     13,715,518
Less accumulated depreciation and
  amortization.......................   (3,470,984)   (5,024,756)    (6,420,976)
                                       -----------   -----------   ------------
                                       $ 3,975,129   $ 6,168,505   $  7,294,542
                                       ===========   ===========   ============
</TABLE>

 
    At December 31, 2000 and March 31, 2001, computer software includes
approximately $1,481,000 and $1,775,000, respectively, of software development
costs capitalized in accordance with the provisions of FASB Statement No. 86.
 
5. ACCRUED COMPENSATION AND BENEFITS
 
    At December 31, 1999, December 31, 2000 and March 31, 2001, accrued employee
compensation and benefits consist of the following:
 

<TABLE>
<CAPTION>
                                              DECEMBER 31,
                                        -------------------------    MARCH 31,
                                           1999          2000          2001
                                        -----------   -----------   -----------
<S>                                     <C>           <C>           <C>
Salaries..............................  $ 5,660,772   $ 6,903,347   $ 8,077,661
Bonuses...............................    5,686,305     6,858,620     7,884,852
Accrual for workers' compensation
  claims..............................    1,896,543     2,095,720     2,217,594
Accrual for health care benefits......      372,000     1,295,632     1,438,502
Accrual for vacation..................      203,220       277,485       407,448
                                        -----------   -----------   -----------
                                        $13,818,840   $17,430,804   $20,026,057
                                        ===========   ===========   ===========
</TABLE>

 
                                      F-14

<PAGE>
                              CROSS COUNTRY, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 2000
              (INFORMATION PERTAINING TO MARCH 31, 2001 AND TO THE
        THREE MONTH PERIODS ENDED MARCH 31, 2001 AND 2000 IS UNAUDITED)
 
6. LONG-TERM DEBT AND NOTE PAYABLE
 
    At December 31, 1999, December 31, 2000 and March 31, 2001, long-term debt
consists of the following:
 

<TABLE>
<CAPTION>
                                            DECEMBER 31,
                                     ---------------------------    MARCH 31,
                                         1999           2000           2001
                                     ------------   ------------   ------------
<S>                                  <C>            <C>            <C>
Term Loan, interest at 9.46% at
  December 31, 1999, 9.52%, 9.50%,
  and 9.41% for $65,000,000,
  $45,000,000 and $4,880,000,
  respectively at December 31, 2000
  and 8.35% and 7.98% for
  $111,780,000 and $30,000,000, at
  March 31, 2001...................  $120,000,000   $114,880,000   $141,780,000
Revolving Loan Facility, interest
  at 9.46% and 10.50% for
  $5,400,000 and $3,000,000,
  respectively, at December 31,
  1999, 11.25% and 9.40% for
  $1,250,000 and $6,200,000,
  respectively at December 31, 2000
  and 8.06% and 10.00% for
  $6,200,000 and $2,250,000,
  respectively, at March 31,
  2001.............................     8,400,000      7,450,000      8,450,000
Swingline Loan, interest at 10.00%
  at March 31, 2001................            --             --        700,000
Subordinated Pay-In-Kind Notes,
  interest at 12%..................    30,619,000     34,458,000     35,491,000
                                     ------------   ------------   ------------
                                      159,019,000    156,788,000    186,421,000
Less current portion...............    (5,120,000)   (12,400,000)   (12,400,000)
                                     ------------   ------------   ------------
                                     $153,899,000   $144,388,000   $174,021,000
                                     ============   ============   ============
</TABLE>

 
    On July 29, 1999, the Company entered into a $105 million senior secured
credit facility consisting of a $75,000,000 term loan and a $30,000,000
revolving loan facility. The term loan and the revolving loan facility bear
interest based on either an alternate base rate plus a margin of 2.00%, 1.75%,
and 2.00% at December 31, 1999, December 31, 2000, and March 31, 2001
respectively, or LIBOR plus a margin of 3.00%, 2.75%, and 3.00% at December 31,
1999, December 31, 2000, and March 31, 2001, respectively, (each as defined in
the senior secured credit facility). During fiscal year 2000, the Company met
certain covenants which provided for the above reduction in interest rates. On
December 16, 1999, the senior credit facility was increased to $120 million. The
Company has pledged all of the assets of the Company as collateral for the
senior credit facility.
 
                                      F-15

<PAGE>
                              CROSS COUNTRY, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 2000
              (INFORMATION PERTAINING TO MARCH 31, 2001 AND TO THE
        THREE MONTH PERIODS ENDED MARCH 31, 2001 AND 2000 IS UNAUDITED)
 
6. LONG-TERM DEBT AND NOTE PAYABLE (CONTINUED)
    The senior credit facility allows for the issuance of letters of credit in
an aggregate face amount at any time outstanding not in excess of $4,000,000,
$5,000,000, and $6,000,000 at December 31, 1999, December 31, 2000, and
March 31, 2001, respectively. Additionally, swingline loans, as defined in the
senior credit facility, not to exceed an aggregate principal amount at any time
outstanding of $7,000,000 are available under the senior credit facility.
 
    The senior credit facility requires that the Company meet certain covenants,
including the maintenance of certain debt and interest expense ratios, capital
expenditure limits, and the maintenance of a minimum level of EBITDA (as defined
in the senior credit facility). The senior credit facility also limits the
Company's ability to declare and pay cash dividends on its common stock.
 
    On July 29, 1999, the Company issued $30,000,000 in senior subordinated
pay-in-kind notes to two financial institutions. The proceeds of the loan were
used by the Company solely to finance the CCS acquisition and to pay fees and
expenses incurred in connection therewith. The interest rate on the subordinated
notes is 12% per annum, compounded quarterly. The pay-in-kind notes represent
additional debt issued by the Company in lieu of cash payments for accrued
interest. The maturity date is the earlier of six months after the final
maturity of the term and revolving debt issuances (January 29, 2006) or change
in control of the Company.
 
    In connection with the issuance of the subordinated debt, the Company issued
86,957 shares of its common stock to the financial institutions. Debt issuance
costs of $6,920,000 relating to this transaction were recorded, which
represented the fair market value of the shares at the time of issuance.
 
    The revolving loan facility matures on July 29, 2005. The aggregate
scheduled maturities of the term notes, the subordinated notes and the revolving
loan facility are as follows:
 

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31:
------------------------
<S>                                                           <C>
2001........................................................  $ 12,400,000
2002........................................................    20,160,000
2003........................................................    29,600,000
2004........................................................    34,720,000
2005........................................................    25,450,000
Thereafter..................................................    34,458,000
                                                              ------------
                                                              $156,788,000
                                                              ============
</TABLE>

 
    On July 16, 2000, the Company entered into a note payable with a third
party. The proceeds from the note payable were used to pay the Company's
insurance premiums. Principal and interest are payable over an 11-month period
at an interest rate of 7.10%. At December 31, 2000 and March 31, 2001,
respectively, the outstanding balance was $484,108 and $461,810.
 
7. EMPLOYEE BENEFIT PLANS
 
    The Company maintains a voluntary defined contribution 401(k) profit-sharing
plan covering all eligible employees as defined in the plan documents. The plan
provides for a discretionary matching
 
                                      F-16

<PAGE>
                              CROSS COUNTRY, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 2000
              (INFORMATION PERTAINING TO MARCH 31, 2001 AND TO THE
        THREE MONTH PERIODS ENDED MARCH 31, 2001 AND 2000 IS UNAUDITED)
 
7. EMPLOYEE BENEFIT PLANS (CONTINUED)
contribution, which is equal to a percentage of each contributing participant's
elective deferral, which the Company, at its sole discretion, determines from
year to year. Contributions by the Company, net of forfeitures, under this plan
amounted to approximately $487,000 for the period from July 30, 1999 to
December 31, 1999, and $885,000 for the year ended December 31, 2000.
Contributions by the Company, net of forfeitures, under this plan amounted to
approximately $319,000 and $384,000 for the three months ended March 31, 2000
and 2001, respectively.
 
    TVCM employees were covered under a separate benefit plan for both 2000 and
1999. TVCM has a 401(k) defined contribution plan for eligible employees.
Eligible employees may make pretax savings contributions to the 401(k) Plan of
up to 20% of their earnings to a certain statutory limit. TVCM matches employee
contributions from 1% to 3% of compensation based on years of service.
Contributions to the 401(k) Plan were approximately $630,000 for the year ended
December 31, 2000 and $135,000 and $109,000 for the three months ended
March 31, 2000 and 2001, respectively. Effective fiscal 2001, TVCM employees
will participate in the Company's defined contribution 401(k) profit-sharing
plan.
 
8. COMMITMENTS AND CONTINGENCIES
 
    The Company has entered into noncancelable operating lease agreements for
the rental of space. Future minimum lease payments associated with these
agreements are as follows:
 

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31:
------------------------
<S>                                                           <C>
2001........................................................  $  894,000
2002........................................................     944,000
2003........................................................     965,000
2004........................................................     905,000
2005........................................................     919,000
Thereafter..................................................   1,557,000
                                                              ----------
                                                              $6,184,000
                                                              ==========
</TABLE>

 
    Rent expense related to office facilities was approximately $308,000 for the
period July 30, 1999 to December 31, 1999, $1,527,000 for the year ended
December 31, 2000, and $380,000 and $470,000 for the three months ended
March 31, 2000 and 2001, respectively.
 
    The Company is subject to legal proceedings and claims that arise in the
ordinary course of its business. In the opinion of management, the outcome of
these matters will not have a significant effect on the Company's consolidated
financial position or results of operations.
 
9. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
 
    The carrying amounts reported in the consolidated balance sheets for cash,
accounts receivable, accounts payable and accrued expenses approximate fair
value because of their short maturity. The
 
                                      F-17

<PAGE>
                              CROSS COUNTRY, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 2000
              (INFORMATION PERTAINING TO MARCH 31, 2001 AND TO THE
        THREE MONTH PERIODS ENDED MARCH 31, 2001 AND 2000 IS UNAUDITED)
 
9. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
carrying amount of the revolving credit note and term loan approximates fair
value because the interest rate is tied to a quoted variable index.
 
10. INCOME TAXES
 
    The components of the income tax expense are as follows:
 

<TABLE>
<CAPTION>
                                                            DECEMBER 31,
                                                       -----------------------
                                                          1999         2000
                                                       ----------   ----------
<S>                                                    <C>          <C>
Current..............................................  $   15,000   $5,407,103
Deferred.............................................     516,207     (164,055)
                                                       ----------   ----------
                                                       $  531,207   $5,243,048
                                                       ==========   ==========
</TABLE>

 
    Deferred income taxes reflect the net tax effect of temporary differences
between the carrying amount of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.
 
    Significant components of the Company's deferred tax assets and liabilities
are as follows:
 

<TABLE>
<CAPTION>
                                                           DECEMBER 31,
                                                     -------------------------
                                                        1999          2000
                                                     -----------   -----------
<S>                                                  <C>           <C>
Deferred tax assets:
  Accrued and prepaid expenses.....................  $ 1,038,863   $ 2,376,762
  Allowance for doubtful accounts..................      347,492       841,844
  Net operating loss carryforward..................       85,324            --
  Other............................................      307,913       (78,084)
                                                     -----------   -----------
                                                       1,779,592     3,140,522
Deferred tax liabilities:
  Depreciation and amortization....................   (2,190,845)   (3,720,933)
  Identifiable intangibles.........................   (4,183,591)   (3,850,378)
                                                     -----------   -----------
                                                      (6,374,436)   (7,571,311)
                                                     -----------   -----------
Net deferred taxes.................................  $(4,594,844)  $(4,430,789)
                                                     ===========   ===========
</TABLE>

 
    FASB Statement No. 109 requires a valuation allowance to reduce the deferred
tax assets reported if, based on the weight of the evidence, it is more likely
than not that some of or all of the deferred tax assets will not be realized.
After consideration of all the evidence, both positive and negative, management
has determined that a valuation allowance at December 31, 1999 and 2000 is not
 
                                      F-18

<PAGE>
                              CROSS COUNTRY, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 2000
              (INFORMATION PERTAINING TO MARCH 31, 2001 AND TO THE
        THREE MONTH PERIODS ENDED MARCH 31, 2001 AND 2000 IS UNAUDITED)
 
10. INCOME TAXES (CONTINUED)
necessary. The reconciliation of income tax computed at the U. S. federal
statutory rate to income tax expense is as follows:
 

<TABLE>
<CAPTION>
                                                            DECEMBER 31,
                                                      ------------------------
                                                         1999         2000
                                                      ----------   -----------
<S>                                                   <C>          <C>
Tax at U. S. statutory rate.........................  $  183,808   $ 4,685,061
State taxes, net of federal benefit.................      18,706       468,908
Non-deductible goodwill.............................      50,686     1,136,323
Non-deductible meals and entertainment..............     438,895        38,862
Benefit from discontinued operations................    (140,710)   (1,486,976)
Other...............................................     (20,178)      400,870
                                                      ----------   -----------
                                                      $  531,207   $ 5,243,048
                                                      ==========   ===========
</TABLE>

 
    At December 31, 1999, the Company had available net operating loss
carryforwards of approximately $207,000. There were no available net operating
loss carryforwards at December 31, 2000 and March 31, 2001.
 
11. STOCKHOLDERS' EQUITY
 
    Effective on December 10, 1999, the Company approved a 2.26066 for 1 stock
split of its common stock. All common stock data in these consolidated financial
statements have been adjusted to give retroactive effect to the stock split.
 
    Effective April 27, 2001, the 131,053 issued and outstanding shares of the
Company's Class B common stock were converted to an equal number of shares of
Class A common stock of the Company.
 
STOCK OPTIONS
 
    On December 16, 1999, the Company's Board of Directors approved the 1999
Stock Option Plan and Equity Participation Plan (collectively, the Plans), which
provide for the issuance of incentive stock options (ISOs) and non-qualified
stock options to eligible employees for the purchase of up to 651,162 shares of
Class A common stock. Non-qualified stock options may also be issued to
consultants. Under the Plans, the exercise price of options granted must equal
or exceed the fair market value of the Company's common stock on the date of
grant, and the exercise price of ISOs granted may not be less than 110% of such
fair market value with respect to any options granted to a participant who owns
10% or more of the Company's outstanding common stock. Options granted during
1999 and 2000 under the 1999 Stock Option Plan generally vest ratably over
4 years. Options granted during 1999 and 2000 under the Equity Participation
Plan vest 25% on the first anniversary of the date of grant and then vest 12.5%
every 6 months thereafter. All options expire on the tenth (or, in the case of a
10% shareholder, the fifth) anniversary of the date of grant.
 
                                      F-19

<PAGE>
                              CROSS COUNTRY, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 2000
              (INFORMATION PERTAINING TO MARCH 31, 2001 AND TO THE
        THREE MONTH PERIODS ENDED MARCH 31, 2001 AND 2000 IS UNAUDITED)
 
11. STOCKHOLDERS' EQUITY (CONTINUED)
    Information regarding the Company's stock option activity is summarized
below:
 

<TABLE>
<CAPTION>
                                                                                     WEIGHTED AVERAGE
                                                     STOCK OPTION                     EXERCISE PRICE
                                                       ACTIVITY      OPTION PRICE       PER SHARE
                                                     ------------   --------------   ----------------
<S>                                                  <C>            <C>              <C>
Options outstanding at July 29, 1999...............          --     $           --        $   --
  Granted..........................................     593,275       44.96-134.88         69.05
                                                        -------
Options outstanding at December 31, 1999...........     593,275       44.96-134.88         69.05
  Granted..........................................      35,813       58.76-176.28         69.13
  Canceled.........................................     (91,856)      44.96-134.88         69.05
                                                        -------
Options outstanding at December 31, 2000...........     537,232       44.96-176.28         68.49
  GRANTED..........................................
  CANCELED.........................................      (2,513)     44.96-62.55           45.69
                                                        -------
OPTIONS OUTSTANDING AT MARCH 31, 2001..............     534,719     $ 44.96-176.28        $68.30
                                                        =======
</TABLE>

 
    There were no exercisable options at December 31, 1999. The number of
options exercisable at December 31, 2000 was 125,354 and at March 31, 2001 was
124,776. The weighted-average grant-date fair value of options granted during
1999 and 2000 was $23.50 per share and $35.07 per share, respectively. The
weighted-average grant-date fair value of options granted during the three
months ended March 31, 2001 was $37.92 per share.
 

<TABLE>
<CAPTION>
      EXERCISE                  OPTIONS              REMAINING               OPTIONS
        PRICE                 OUTSTANDING         CONTRACTUAL LIFE         EXERCISABLE
---------------------         -----------         ----------------         -----------
<S>                           <C>                 <C>                      <C>
       $ 44.96                  218,739             8.75 years               54,932
         58.76                    9,974             9.25 years                   --
         62.55                   21,700             9.75 years                   --
         67.44                  114,617             8.75 years               28,654
         88.14                    2,021             9.25 years                   --
         89.92                  114,617             8.75 years               28,654
        117.52                    2,021             9.25 years                   --
        112.40                   25,073             8.75 years                6,268
        146.90                      442             9.25 years                   --
        134.88                   25,073             8.75 years                6,268
        176.28                      442             9.25 years                   --
</TABLE>

 
    Had compensation cost for stock options granted during 1999, 2000, and 2001
been measured under the fair value based method prescribed by FASB Statement
No. 123, ACCOUNTING FOR STOCK-BASED
 
                                      F-20

<PAGE>
                              CROSS COUNTRY, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 2000
              (INFORMATION PERTAINING TO MARCH 31, 2001 AND TO THE
        THREE MONTH PERIODS ENDED MARCH 31, 2001 AND 2000 IS UNAUDITED)
 
11. STOCKHOLDERS' EQUITY (CONTINUED)
COMPENSATION, the Company's consolidated net income (loss) would have changed to
the pro forma amounts set forth below.
 

<TABLE>
<CAPTION>
                                                DECEMBER 31,
                                           -----------------------   MARCH 31,
                                              1999         2000         2001
                                           ----------   ----------   ----------
<S>                                        <C>          <C>          <C>
Pro forma net (loss) income..............  $ (444,569)  $2,481,763   $ (529,858)
                                           ==========   ==========   ==========
Pro forma (loss) income per common
  share--basic and diluted:
  (Loss) income from continuing
    operations...........................  $     (.10)  $     1.13   $      .13
  Discontinued operations................        (.07)        (.51)        (.26)
                                           ----------   ----------   ----------
  Net (loss) income......................  $     (.17)  $      .62   $     (.13)
                                           ==========   ==========   ==========
</TABLE>

 
    The fair value of options granted used to compute pro forma net income
(loss) disclosures were estimated on the date of grant using the Black-Scholes
option-pricing model based on the following assumptions:
 

<TABLE>
<CAPTION>
                                                      DECEMBER 31,
                                                   -------------------   MARCH 31,
                                                     1999       2000       2001
                                                   --------   --------   ---------
<S>                                                <C>        <C>        <C>
Dividend yield...................................     0.00%      0.00%       0.00%
Expected volatility..............................    60.00      60.00       60.00
Risk-free interest rate..........................     5.19       5.19        5.19
Expected life....................................  6 years    6 years    6 YEARS
</TABLE>

 
    The effect of applying FASB Statement No. 123 for providing pro forma
disclosures is not likely to be representative of the effect on reported net
income in future years.
 
12. EARNINGS PER SHARE
 
    In accordance with the requirements of FASB Statement No. 128, EARNINGS PER
SHARE, basic earnings per share is computed by dividing net income or loss by
the weighted average number of shares outstanding and diluted earnings per share
reflects the dilutive effects of stock options (as calculated utilizing the
treasury stock method). Shares of common stock that are issuable upon the
exercise of options have been excluded from the 1999, 2000, and 2001 per share
calculations because their effect would have been anti-dilutive.
 
13. INTEREST RATE SWAP
 
    The Company's senior credit facility requires that the Company maintain an
interest rate protection agreement to manage the impact of interest rate changes
on the Company's variable rate obligations. Effective February 7, 2000, the
Company entered into an interest rate swap agreement (the Agreement) with a
financial institution. Interest rate swap agreements involve the exchange of
floating interest rate payments for fixed interest rate payments over the life
of the agreement without an
 
                                      F-21

<PAGE>
                              CROSS COUNTRY, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 2000
              (INFORMATION PERTAINING TO MARCH 31, 2001 AND TO THE
        THREE MONTH PERIODS ENDED MARCH 31, 2001 AND 2000 IS UNAUDITED)
 
13. INTEREST RATE SWAP (CONTINUED)
exchange of the underlying notional amount. The Company entered into the
Agreement to reduce the exposure to adverse fluctuations in floating interest
rates on the underlying debt obligation as required by the senior credit
facility and not for trading purposes.
 
    The interest rate swap matures on February 7, 2003 and has an underlying
notional amount of $45,000,000. The floating interest rate to be paid to the
Company is based on the three-month U.S. dollar London Interbank Offered Rate
(LIBOR), which is reset quarterly, while the fixed interest rate to be paid by
the Company is 6.625% if the three-month US dollar LIBOR is less than 7.25%, the
three-month U.S. dollar LIBOR if LIBOR is greater than or equal to 7.25% but
less than 8.5%, and 8.5% if the three-month U.S. dollar LIBOR is greater than or
equal to 8.5% over the term of the Agreement. Any differences paid or received
under the terms of the Agreement are recognized as adjustments to interest
expense over the life of the swap, thereby adjusting the effective interest rate
on the underlying debt obligation.
 
    For the period from February 7, 2000 through December 31, 2000, the Company
paid a fixed interest rate of 6.625% based on an underlying notional amount of
$45,000,000. The floating interest rate paid by the financial institution to the
Company approximated 6.7503%. The carrying value of the interest rate swap at
December 31, 2000 and March 31, 2001 was immaterial as to the net amount due
from the financial institution. The fair value of the interest rate swap
approximated a $910,000 and $987,000 net payable based on quoted market prices
for similar instruments at December 31, 2000 and March 31, 2001, respectively.
The estimated fair value of the swap will fluctuate over time based on changes
in floating interest rates; however, these fair value amounts should not be
viewed in isolation but rather in relation to the overall reduction in the
Company's exposure to adverse fluctuations in floating interest rates. The fair
value of the interest rate swap transaction is not reflected in the consolidated
financial statements at December 31, 2000 as it properly qualified for hedge
accounting treatment under applicable accounting guidance. The Company recorded
the fair value of the interest rate swap transaction at March 31, 2001 which
resulted in a reduction in consolidated stockholders' equity of approximately
$925,000.
 
    The Company has no plans to terminate the Agreement earlier than the
maturity date. The Company is exposed to credit loss in the event of
nonperformance by the counterparty to the Agreement. The amount of such exposure
is limited to the unpaid portion of amounts due to the Company, if any, pursuant
to the Agreement. However, management believes that this exposure is mitigated
by provisions in the Agreement that allow for the legal right of offset of any
amounts due to the Company from the counter party with any amounts payable to
the counterparty by the Company. As a result, management considers the risk of
counter party default to be minimal.
 
    Effective January 1, 2001, the Agreement was amended to change the fixed
rate to be paid by the Company to 6.705%. In addition, the maturity date of the
Agreement was extended to February 28, 2003.
 
                                      F-22

<PAGE>
                              CROSS COUNTRY, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                           DECEMBER 31, 1999 AND 2000
              (INFORMATION PERTAINING TO MARCH 31, 2001 AND TO THE
        THREE MONTH PERIODS ENDED MARCH 31, 2001 AND 2000 IS UNAUDITED)
 
14. RELATED PARTY TRANSACTIONS
 
    In connection with the July 29, 1999 CCS acquisition, Charterhouse Equity
Partners III, L.P. (Charterhouse), a majority shareholder of the Company,
received approximately $2,835,000 in transaction fees. In connection with the
TravCorps merger on December 16, 1999, Charterhouse received approximately
$300,000 in transaction fees. These transaction fees were capitalized in
accordance with the purchase method of accounting.
 
15. DISCONTINUED OPERATIONS
 
    On December 20, 2000, the Company committed itself to a formal plan to
dispose of its wholly-owned subsidiary, HospitalHub, through a sale or
liquidation of the business segment. Pursuant to APB Opinion No. 30, REPORTING
THE RESULTS OF OPERATIONS-REPORTING THE EFFECTS OF DISPOSAL OF A SEGMENT OF A
BUSINESS, AND EXTRAORDINARY, UNUSUAL AND INFREQUENTLY OCCURRING EVENTS AND
TRANSACTIONS, the consolidated financial statements of the Company have been
reclassified to reflect the discontinuance of HospitalHub. Accordingly, the
revenue, costs and expenses, assets and liabilities of HospitalHub have been
segregated and reported as discontinued operations in the accompanying
consolidated balance sheets and statements of operations. The divestiture was
completed in the second quarter of, 2001.
 
                                      F-23

<PAGE>
 
              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 
To the Partners of
Cross Country Staffing (a Partnership):
 
    In our opinion, the accompanying balance sheets and the related statements
of income and partners' capital and of cash flows present fairly, in all
material respects, the financial position of Cross Country Staffing (a
Partnership) at July 29, 1999 and December 31, 1998, and the results of its
operations and its cash flows for the periods then ended in conformity with
accounting principles generally accepted in the United States. These financial
statements are the responsibility of the Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
 
    As discussed in Note 1 to the financial statments, Cross Country Staffing's
assets were sold on July 29, 1999. The amounts included in the financial
statements pursuant to the Management Incentive Compensation Plan give no effect
to the additional amount payable as determined by the change in control
transaction as further discussed in Note 5 to the financial statements.
 
                                              /s/ PricewaterhouseCoopers LLP
                                              Fort Lauderdale, Florida
November 5, 1999, except for Note 8 as to which the date is December 16, 1999

 
                                      F-24

<PAGE>
                             CROSS COUNTRY STAFFING
 
                                 BALANCE SHEETS
 

<TABLE>
<CAPTION>
                                                               JULY 29,      DECEMBER 31,
                                                                 1999            1998
                                                              -----------   --------------
<S>                                                           <C>           <C>
                                          ASSETS
Current assets:
    Cash....................................................  $        --    $       110
    Accounts receivable, less allowance for doubtful
      accounts (1999-$1,158,039; 1998-$1,327,983)...........   31,494,858     28,794,335
    Other current assets....................................    3,255,994      2,886,333
                                                              -----------    -----------
      Total current assets..................................   34,750,852     31,680,778
Fixed assets, net of accumulated depreciation
  (1999-$842,971; 1998-$630,848)............................    1,208,713      1,219,319
Goodwill, net of accumulated amortization (1999-$7,261,467;
  1998-$6,809,880)..........................................    8,365,716      8,817,303
Other assets................................................      138,852        183,817
                                                              -----------    -----------
Total assets................................................  $44,464,133    $41,901,217
                                                              ===========    ===========
 
                            LIABILITIES AND PARTNERS' CAPITAL
 
Current liabilities:
    Short-term debt.........................................  $ 7,874,004    $ 3,533,039
    Accounts payable........................................    2,329,396      3,446,433
    Accrued employee compensation and benefits..............    7,256,162      5,515,526
    Accrued distribution payable............................           --      5,645,354
    Accrued interest payable................................       19,443         23,926
    Accrued management incentive compensation...............    6,940,000             --
    Other current liabilities...............................      579,473        645,612
                                                              -----------    -----------
      Total current liabilities.............................   24,998,478     18,809,890
 
Debt........................................................           --      4,800,000
Accrued management incentive compensation plan..............           --      4,840,000
                                                              -----------    -----------
Total liabilities...........................................   24,998,478     28,449,890
 
Commitments and contingencies (Note 7)
 
Partners' capital...........................................   19,465,655     13,451,327
                                                              -----------    -----------
Total liabilities and partners' capital.....................  $44,464,133    $41,901,217
                                                              ===========    ===========
</TABLE>

 
   The accompaying notes are an integral part of these financial statements.
 
                                      F-25

<PAGE>
                             CROSS COUNTRY STAFFING
 
                   STATEMENTS OF INCOME AND PARTNERS' CAPITAL
 

<TABLE>
<CAPTION>
                                                           PERIOD ENDED       PERIOD ENDED
                                                             JULY 29,         DECEMBER 31,
                                                               1999               1998
                                                         ----------------   -----------------
<S>                                                      <C>                <C>
Revenue................................................    $106,046,826       $158,591,804
                                                           ------------       ------------
Operating expenses:
  Compensation and benefits............................      80,186,753        121,950,872
  Selling, general and administrative expenses.........      10,587,604         16,377,419
  Management incentive compensation plan...............       2,100,000          2,693,001
  Bad debt expense.....................................         156,772            721,510
  Depreciation.........................................         212,123            264,026
  Amortization.........................................         496,551            859,159
                                                           ------------       ------------
      Total operating expenses.........................      93,739,803        142,865,987
                                                           ------------       ------------
 
Operating income.......................................      12,307,023         15,725,817
 
Other income (expense):
  Interest income......................................          62,026             48,423
  Interest expense.....................................        (292,642)          (897,606)
  Other................................................        (189,858)          (183,435)
                                                           ------------       ------------
Net income.............................................      11,886,549         14,693,199
 
Partners' capital at beginning of year.................      13,451,327          7,122,155
Distributions to partners..............................      (5,872,221)        (8,364,027)
                                                           ------------       ------------
Partners' capital at end of period.....................    $ 19,465,655       $ 13,451,327
                                                           ============       ============
Pro Forma net income data
  Net income as reported...............................    $ 11,886,549       $ 14,693,199
  Pro Forma adjustment for income taxes................      (5,824,409)        (7,199,668)
                                                           ------------       ------------
  Pro Forma net income.................................    $  6,062,140       $  7,493,531
                                                           ============       ============
</TABLE>

 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-26

<PAGE>
                             CROSS COUNTRY STAFFING
 
                            STATEMENTS OF CASH FLOWS
 

<TABLE>
<CAPTION>
                                                              JULY 29, 1999   DECEMBER 31, 1998
                                                              -------------   -----------------
<S>                                                           <C>             <C>
Cash flows from operating activities:
  Net income................................................  $ 11,886,549      $ 14,693,199
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Depreciation and amortization...........................       708,674         1,123,185
    Provision for management incentive compensation plan....     2,100,000         2,693,001
  Changes in operating assets and liabilities:
    Increase in net accounts receivable.....................    (2,700,523)       (5,690,790)
    Increase in other current assets........................      (369,661)         (507,668)
    Decrease in other assets................................            --           230,000
    (Decrease) increase in accounts payable.................    (1,117,037)        1,202,369
    Increase in accrued employee compensation and
      benefits..............................................     1,740,636           792,962
    Decrease in accrued interest payable....................        (4,483)          (57,534)
    Decrease in other current liabilities...................       (66,139)          (44,409)
                                                              ------------      ------------
 
      Net cash provided by operating activities.............    12,178,016        14,434,315
                                                              ------------      ------------
Cash flows from investing activities:
      Net purchases of equipment............................      (201,516)         (976,672)
                                                              ------------      ------------
 
      Net cash used in investing activities.................      (201,516)         (976,672)
                                                              ------------      ------------
Cash flows from financing activities:
      Net repayment of debt.................................      (459,035)      (10,366,961)
 
      Distributions to partners.............................   (11,517,575)       (3,091,365)
                                                              ------------      ------------
 
      Net cash used in financing activities.................   (11,976,610)      (13,458,326)
                                                              ------------      ------------
 
      Net decrease in cash..................................          (110)             (683)
Cash at beginning of year...................................           110               793
                                                              ------------      ------------
 
Cash at end of year.........................................  $         --      $        110
                                                              ============      ============
 
Supplemental disclosure of cash flow information:
  Amounts paid during the period for interest...............  $    293,857      $    955,140
                                                              ============      ============
</TABLE>

 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-27

<PAGE>
                     CROSS COUNTRY STAFFING (A PARTNERSHIP)
 

                         NOTES TO FINANCIAL STATEMENTS
 
           FOR THE PERIODS ENDED JULY 29, 1999 AND DECEMBER 31, 1998
 
1. ORGANIZATION AND BASIS OF PRESENTATION
 
    On July 1, 1996, Cross Country Staffing (CCS or the Partnership), a Delaware
general partnership, was established through a Joint Venture Agreement
(Agreement) between CCHP, Inc. (CCHP) and MRA Staffing Systems, Inc. (MRA), with
ownership percentages of 64% and 36%, respectively. CCHP is a 94% owned
subsidiary of W. R. Grace & Co.-Conn., a Connecticut corporation (Grace). Prior
to the transaction on July 28, 1999 described below, MRA was a wholly owned
subsidiary of Nestor Healthcare Group plc (Nestor), a public company registered
in the U.K.
 
    CCHP and MRA (the Partners) were each engaged in the business of providing
nurses and other allied health personnel primarily on a contract basis. The
Partnership recorded the assets and assumed the liabilities, as defined in the
Agreement, of its Partners. Assets and liabilities contributed by the Partners
to the joint venture were recorded at predecessor basis. In addition to the
recorded assets and liabilities, the Partners contributed the value of their
businesses, which included certain unrecorded intangible assets primarily
related to proprietary databases and contracts.
 
    On July 28, 1999, Grace purchased Nestor's ownership interest in MRA. On
July 29, 1999, the assets of CCS were sold (the "Sale") to Cross Country
Staffing, Inc. (the "Buyer"), an unrelated entity and affiliate of Charterhouse
Group International, Inc. The amounts included in these Financial Statements
give no effect to the Sale, including the repayment of outstanding bank debt and
liquidation of the Management Incentive Compensation Plan liability. See Notes 4
and 5 for further detail.
 
    CCS is engaged in the business of providing staffing and placement of
healthcare and other professionals throughout the United States and its
territories.
 
2. ACCOUNTING POLICIES
 
USE OF ESTIMATES
 
    The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
 
FIXED ASSETS
 
    Fixed assets include office furniture, business machines and leasehold
improvements which are stated at cost, less accumulated depreciation.
Depreciation is determined on a straight-line basis over the estimated useful
lives of the assets of five years.
 
RESERVES FOR CLAIMS
 
    Workers' compensation and health care benefits are provided under partially
self-insured plans. CCS records its estimate of the ultimate cost of, and
reserves for, workers' compensation and health care benefits based on actuarial
computations using its loss history as well as industry statistics. Furthermore,
in determining its reserves, CCS includes reserves for estimated claims incurred
but not reported.
 
                                      F-28

<PAGE>
                     CROSS COUNTRY STAFFING (A PARTNERSHIP)
 
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
           FOR THE PERIODS ENDED JULY 29, 1999 AND DECEMBER 31, 1998
 
2. ACCOUNTING POLICIES (CONTINUED)
    The ultimate cost of workers' compensation and health care benefits will
depend on actual costs incurred in settling the claims and may differ from the
amounts reserved by CCS for those claims. Accruals for workers' compensation
claims and health care benefits are included in accrued employee compensation
and benefits in the Balance Sheet.
 
GOODWILL
 
    Goodwill contributed by one of the Partners at inception is amortized using
the straight-line method over its estimated useful life of 14 years
(approximately 11 years remaining at July 29, 1999). CCS assesses the
recoverability of goodwill whenever adverse events or changes in circumstance or
business climate indicate that expected future undiscounted cash flows are not
sufficient to support the carrying value. At July 29, 1999 and December 31, 1998
the Partnership believes that no impairment of goodwill exists.
 
DEFERRED DEBT ISSUE COSTS
 
    Deferred costs related to the issuance of debt are amortized on a
straight-line basis over the five year term of the debt. At July 29, 1999 and
December 31, 1998 costs of $389,000 less accumulated amortization of $250,148
and $205,183, respectively, are recorded as other assets in the Balance Sheet.
 
FAIR VALUE OF FINANCIAL INSTRUMENTS
 
    At July 29, 1999 and December 31, 1998 the recorded value of cash, trade
receivables and debt approximated their fair value, based on the maturities of
these instruments and the terms of the individual debt agreements.
 
REVENUE RECOGNITION
 
    Revenue is recognized when the service is performed. Accordingly, accounts
receivable includes an accrual for employees' time worked but not yet invoiced.
At July 29, 1999 and December 31, 1998 the amounts accrued are $7,176,798 and
$4,835,971.
 
CONCENTRATIONS OF CREDIT RISK
 
    CCS's clients are principally health care providers and accounts receivable
represent amounts due from these providers. CCS performs ongoing credit
evaluations of its clients' financial condition and does not require collateral.
Overall, based on the large number of clients in differing geographic areas
throughout the United States and its territories, CCS believes the concentration
of credit risk is limited.
 
INCOME TAXES
 
    CCS is not subject to federal taxation at the Partnership level as income is
taxed directly to the Partners. Accordingly, a provision for income taxes has
not been included in the financial statements.
 
    The General Partnership Agreement (Partnership Agreement) provides for
quarterly distributions to the Partners based on the Partnership's estimated
taxable income for the year. Generally, it has been the practice of the
Partnership to make such distributions based on actual tax liabilities of the
 
                                      F-29

<PAGE>
                     CROSS COUNTRY STAFFING (A PARTNERSHIP)
 
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
           FOR THE PERIODS ENDED JULY 29, 1999 AND DECEMBER 31, 1998
 
2. ACCOUNTING POLICIES (CONTINUED)
individual Partners. Currently, distributions are made at the request of the
Partners up to the quarterly distribution amount provided for in the Partnership
Agreement. A distribution payable was recorded to equalize the distributions
based on the respective Partners' ownership percentages.
 
RECLASSIFICATIONS
 
    Certain amounts in prior year financial statements and related notes have
been reclassified to conform to current year's presentation.
 
3. OTHER BALANCE SHEET ITEMS
 
    At July 29 and December 31, other current assets are composed of the
following:
 

<TABLE>
<CAPTION>
                                                       JULY 29,    DECEMBER 31,
                                                         1999          1998
                                                      ----------   ------------
<S>                                                   <C>          <C>
Prepaid rent on employees' apartments...............  $1,907,276    $1,538,636
Deposits on employees' apartments, net of allowance
  (1999-$299,246; 1998-$236,756)....................   1,025,308       866,354
Other...............................................     323,410       481,343
                                                      ----------    ----------
                                                      $3,255,994    $2,886,333
                                                      ==========    ==========
</TABLE>

 
    CCS leases a number of apartments for its employees under short-term
agreements (typically three to six months) which generally coincide with each
employee's staffing contract. As a condition of those agreements, CCS places
security deposits on the leased apartments. Prepaid rent and deposits relate to
these short-term agreements.
 
    At July 29 and December 31, accrued employee compensation and benefits is
composed of the following:
 

<TABLE>
<CAPTION>
                                                       JULY 29,    DECEMBER 31,
                                                         1999          1998
                                                      ----------   ------------
<S>                                                   <C>          <C>
Salaries............................................  $2,984,990    $1,947,117
Bonus...............................................   2,152,918     2,070,759
Accrual for workers' compensation claims............   1,596,170     1,148,849
Accrual for health care benefits....................     345,500       206,033
Accrual for vacation................................     176,584       142,768
                                                      ----------    ----------
                                                      $7,256,162    $5,515,526
                                                      ==========    ==========
</TABLE>

 
                                      F-30

<PAGE>
                     CROSS COUNTRY STAFFING (A PARTNERSHIP)
 
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
           FOR THE PERIODS ENDED JULY 29, 1999 AND DECEMBER 31, 1998
 
4. DEBT
 
    On July 30, 1999, CCS repaid all of its long-term debt, which consists of
the Term Note and Revolving Loan Facility. Accordingly, they have been
classified as short-term at July 29, 1999. At July 29 and December 31,
short-term debt is composed of the following:
 

<TABLE>
<CAPTION>
                                                       JULY 29,    DECEMBER 31,
                                                         1999          1998
                                                      ----------   ------------
<S>                                                   <C>          <C>
Current maturities of long-term debt................  $7,850,000    $3,500,000
Note payable........................................      24,004        33,039
                                                      ----------    ----------
                                                      $7,874,004    $3,533,039
                                                      ==========    ==========
</TABLE>

 
    At July 29 and December 31, long-term debt is composed of the following:
 

<TABLE>
<CAPTION>
                                                      JULY 29,     DECEMBER 31,
                                                        1999           1998
                                                     -----------   ------------
<S>                                                  <C>           <C>
Term Loan, interest at the Eurodollar rate plus
  0.325%, or the greater of the prime or Federal
  Funds effective rate plus 0.5% (5.535% and
  5.955%, at July 29, 1999 and December 31, 1998,
  respectively)....................................  $ 3,800,000   $ 3,500,000
 
Revolving Loan Facility, interest at the Eurodollar
  rate plus 0.325%, or the greater of the prime or
  Federal Funds effective rate plus 0.5% (8.0% and
  5.955%, at July 29, 1999 and December 31,1998,
  respectively)....................................    4,050,000     4,800,000
                                                     -----------   -----------
 
                                                       7,850,000     8,300,000
 
                                                      (7,850,000)   (3,500,000)
                                                     -----------   -----------
 
                                                     $        --   $ 4,800,000
                                                     ===========   ===========
</TABLE>

 
    Grace acts as guarantor of the Term Note and Revolving Loan Facility and, as
such, is paid a monthly fee based on the average outstanding balance. For the
periods ended July 29, 1999 and December 31, 1998 this fee was 0.025% per month.
For the periods ended July 29, 1999 and December 31, 1998 total fees in relation
to this guarantee were $13,398 and $47,663, respectively. Of these total fees,
which are recorded as interest expense, $9,229 and $18,243 were recorded as
accrued interest payable at July 29, 1999 and December 31, 1998, respectively.
 
5. MANAGEMENT INCENTIVE COMPENSATION PLAN
 
    The CCS Management Incentive Compensation Plan (the Plan) is a
performance-based compensation plan for key personnel of the Partnership. The
Plan authorizes the award of percentage interests in an incentive pool based on
the achievement of certain performance objectives. The percentage interests vest
over a period of either three or five years or, in the case of a Liquidity Event
as defined in the Plan, vesting occurs immediately.
 
                                      F-31

<PAGE>
                     CROSS COUNTRY STAFFING (A PARTNERSHIP)
 
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
           FOR THE PERIODS ENDED JULY 29, 1999 AND DECEMBER 31, 1998
 
5. MANAGEMENT INCENTIVE COMPENSATION PLAN (CONTINUED)
    The Plan also authorized an immediate percentage award to certain key
executives based on Partnership equity value at inception, as defined by the
Plan. Incremental increases in the amount of this award may occur based on
increases in the value of the Partnership equity. The amount charged to income
for the award and the incremental increase in equity value was $319,000 and
$409,000 for the periods ended July 29, 1999 and December 31, 1998,
respectively.
 
    In accordance with the terms of the Plan, cash payments are made at the
earlier of occurrence of a Liquidity Event or July 1, 2001. The occurrence of a
Liquidity Event also provides for a revised award computation. The Sale of CCS
assets on July 29, 1999 constituted a Liquidity Event and as such, a liquidation
cash payment was triggered. Grace used a portion of the Sale proceeds for such
liquidation payment totaling approximately $20,200,000.
 
6. PARTNERS' CAPITAL (DEFICIT)
 
    Partners' capital accounts are as follows:
 

<TABLE>
<CAPTION>
                                                           CCHP           MRA           TOTAL
                                                       ------------   ------------   -----------
<S>                                                    <C>            <C>            <C>
December 31, 1997....................................  $(12,234,662)  $ 19,356,817   $ 7,122,155
1998 distributions paid and payable..................    (5,352,977)    (3,011,050)   (8,364,027)
1998 net income......................................     9,403,647      5,289,552    14,693,199
                                                       ------------   ------------   -----------
December 31, 1998....................................    (8,183,992)    21,635,319    13,451,327
1999 distributions...................................    (3,757,272)    (2,114,949)   (5,872,221)
1999 net income......................................     7,607,391      4,279,158    11,886,549
                                                       ------------   ------------   -----------
July 29, 1999........................................  $ (4,333,873)  $ 23,799,528   $19,465,655
                                                       ============   ============   ===========
</TABLE>

 
    At December 31, 1998, accrued distributions payable of $5,645,354 relate to
CCHP.
 
7. COMMITMENTS AND CONTINGENCIES
 
    CCS is involved in a dispute with the Internal Revenue Service (IRS) with
respect to the IRS Examination of the 1993-1995 treatment of per diem plan
allowances for meals and incidental expenses paid to CCHP health care personnel
who were performing temporary services while away from home. Under the terms of
the Sale, Grace has assumed ongoing responsibility for any settlement or related
litigation liability.
 
    In connection with the Partnership's partially self-insured workers'
compensation plan, the Partnership has outstanding at July 29, 1999 a $943,594
standby letter of credit in order to guarantee the payment of workers'
compensation claims to the Partnership's insurance carrier.
 
    CCS entered into an agreement to lease office space for the next 10 years
beginning in February 1998. In accordance with the Sale, CCS assigned the office
lease agreement to the Buyer.
 
    Rent expense related to office facilities for the periods ended July 29,
1999 and December 31, 1998 was approximately $250,000 and $269,000,
respectively.
 
                                      F-32

<PAGE>
                     CROSS COUNTRY STAFFING (A PARTNERSHIP)
 
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
           FOR THE PERIODS ENDED JULY 29, 1999 AND DECEMBER 31, 1998
 
7. COMMITMENTS AND CONTINGENCIES (CONTINUED)
    CCS is subject to legal proceedings and claims which arise in the ordinary
course of its business. In the opinion of management, the outcome of these
matters will not have a significant effect on the Partnership's financial
position or results of operations.
 
8. SUBSEQUENT EVENTS
 
    As referred to in Note 1, the assets of CCS were sold to Cross Country
Staffing, Inc. on July 29, 1999.
 
    On November 12, 1999 Cross Country Staffing, Inc. and TravCorps Corporation
announced their intention to merge operations. The combined company will be
owned by an affiliate of Charterhouse Group International, Inc., certain
investment funds managed by Morgan Stanley Private Equity and management. The
transaction was consummated on December 16, 1999.
 
                                      F-33

<PAGE>

                          INDEPENDENT AUDITORS' REPORT
 
To the Stockholders and Board of Directors of
  TravCorps Corporation and Subsidiary:
 
We have audited the accompanying consolidated balance sheet of TravCorps
Corporation and subsidiary (the "Company") as of December 15, 1999, and the
related consolidated statements of income, stockholders' equity, and cash flows
for the period from December 27, 1998 to December 15, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The consolidated financial statements for the year ended
December 26, 1998 were audited by other auditors whose report, dated March 12,
1999, expressed an unqualified opinion on those statements.
 
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
 
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of TravCorps
Corporation and subsidiary as of December 15, 1999, and the results of their
operations and their cash flows for the period from December 27, 1998 to
December 15, 1999, in conformity with accounting principles generally accepted
in the United States.
 
                                          /s/ ERNST & YOUNG LLP
 
Boston, Massachusetts
March 10, 2000

 
                                      F-34

<PAGE>

                          INDEPENDENT AUDITORS' REPORT
 
To the Stockholders and Board of Directors of
  TravCorps Corporation and Subsidiary:
 
We have audited the accompanying consolidated balance sheet of TravCorps
Corporation and Subsidiary as of December 26, 1998, and the related consolidated
statement of operations, stockholders' equity, and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
 
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
 
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the companies as of December 26,
1998, and the results of its operations and its cash flows for the year then
ended in conformity with accounting principles generally accepted in the United
States of America.
 
                                          /s/ DELOITTE & TOUCHE LLP
 
Boston, Massachusetts
March 12, 1999

 
                                      F-35

<PAGE>
                      TRAVCORPS CORPORATION AND SUBSIDIARY
 
                          CONSOLIDATED BALANCE SHEETS
 
                    DECEMBER 15, 1999 AND DECEMBER 26, 1998
 
                                     ASSETS
 

<TABLE>
<CAPTION>
                                                                 1999          1998
                                                              -----------   -----------
<S>                                                           <C>           <C>
CURRENT ASSETS:
  Cash and cash equivalents.................................  $ 3,594,666   $ 1,852,578
  Accounts receivable, less allowance for doubtful accounts
    of $657,000 and $397,000 in 1999 and 1998,
    respectively............................................   17,386,009    15,309,000
  Prepaid rent..............................................      488,008       862,968
  Prepaid expenses and other................................      215,396       784,979
  Deferred income taxes.....................................    1,355,300       579,600
                                                              -----------   -----------
      Total current assets..................................   23,039,379    19,389,125
                                                              -----------   -----------
 
PROPERTY AND EQUIPMENT:
  Computer and software equipment...........................    6,331,352     4,777,795
  Office equipment..........................................      239,719       225,244
  Furniture and fixtures....................................      373,762       371,457
  Leasehold improvements....................................      340,142       131,166
                                                              -----------   -----------
      Total property and equipment..........................    7,284,975     5,505,662
 
  Less accumulated depreciation and amortization............   (2,801,089)   (1,628,152)
                                                              -----------   -----------
      Property and equipment--net...........................    4,483,886     3,877,510
                                                              -----------   -----------
 
DEPOSITS....................................................      470,665       627,043
                                                              -----------   -----------
 
DEFERRED FINANCING COSTS--NET...............................    3,327,326        19,556
GOODWILL--NET...............................................   11,181,605    11,732,578
 
TOTAL.......................................................  $42,502,861   $35,645,812
                                                              ===========   ===========
</TABLE>

 
                See notes to consolidated financial statements.
 
                                      F-36

<PAGE>
                      TRAVCORPS CORPORATION AND SUBSIDIARY
 
                          CONSOLIDATED BALANCE SHEETS
 
                    DECEMBER 15, 1999 AND DECEMBER 26, 1998
 
                 LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
 

<TABLE>
<CAPTION>
                                                                 1999          1998
                                                              -----------   -----------
<S>                                                           <C>           <C>
CURRENT LIABILITIES:
  Accounts payable..........................................  $ 2,826,601   $ 2,956,273
  Accrued expenses..........................................    2,127,221     2,660,644
  Accrued payroll and withholdings..........................    1,933,697     2,262,534
  Accrued incentive compensation............................    2,670,960     2,321,544
  Current maturities of long-term obligations...............       36,273       163,742
                                                              -----------   -----------
      Total current liabilities.............................    9,594,752    10,364,737
                                                              -----------   -----------
 
DEFERRED INCOME TAXES.......................................    1,235,538       929,800
                                                              -----------   -----------
 
LONG-TERM OBLIGATIONS.......................................   45,000,000    12,675,649
                                                              -----------   -----------
 
STOCKHOLDERS' (DEFICIT) EQUITY:
  Convertible preferred stock, $.01 par value per
    share--1,020,000 shares authorized, issued and
    outstanding (liquidation preference $0 and $3,804,750 in
    1999 and 1998, respectively)............................           --     2,869,229
  Common stock, $.01 par value per share--1,774,385 shares
    authorized; 2,984,171 shares and 614,011 shares issued
    in 1999 and 1998, respectively; 2,984,171 shares and
    476,291 shares outstanding in 1999 and 1998,
    respectively............................................       29,842         6,139
  Treasury stock............................................  (73,576,703)       (1,377)
  Additional paid-in capital................................   54,110,662       667,183
  Retained earnings.........................................    6,108,770     8,134,452
                                                              -----------   -----------
      Total stockholders' (deficit) equity..................  (13,327,429)   11,675,626
                                                              -----------   -----------
 
TOTAL.......................................................  $42,502,861   $35,645,812
                                                              ===========   ===========
</TABLE>

 
                See notes to consolidated financial statements.
 
                                      F-37

<PAGE>
                      TRAVCORPS CORPORATION AND SUBSIDIARY
 
                       CONSOLIDATED STATEMENTS OF INCOME
 
               PERIOD FROM DECEMBER 27, 1998 TO DECEMBER 15, 1999
                      AND THE YEAR ENDED DECEMBER 26, 1998
 

<TABLE>
<CAPTION>
                                                                  1999          1998
                                                              ------------   -----------
<S>                                                           <C>            <C>
REVENUES....................................................  $112,795,230   $99,604,430
                                                              ------------   -----------
DIRECT COSTS AND EXPENSES:
  Professional salaries and wages...........................    58,137,810    50,660,556
  Other professional expenses...............................    15,972,698    17,475,730
                                                              ------------   -----------
    Total direct costs and expenses.........................    74,110,508    68,136,286
                                                              ------------   -----------
GROSS PROFIT................................................    38,684,722    31,468,144
                                                              ------------   -----------
OPERATING EXPENSES:
  Selling, general and administrative expenses (includes
    nonrecurring transaction costs of $4,556,904 in 1999)...    35,431,054    21,282,325
  Depreciation and amortization.............................     1,886,017     1,225,676
                                                              ------------   -----------
    Total operating expenses................................    37,317,071    22,508,001
                                                              ------------   -----------
INCOME FROM OPERATIONS......................................     1,367,651     8,960,143
INTEREST EXPENSE............................................     2,790,948       880,992
                                                              ------------   -----------
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES.............    (1,423,297)    8,079,151
PROVISION FOR INCOME TAXES..................................       580,134     3,349,400
                                                              ------------   -----------
NET (LOSS) INCOME...........................................  $ (2,003,431)  $ 4,729,751
                                                              ============   ===========
</TABLE>

 
                See notes to consolidated financial statements.
 
                                      F-38

<PAGE>
                      TRAVCORPS CORPORATION AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY
               PERIOD FROM DECEMBER 27, 1998 TO DECEMBER 15, 1999
                      AND THE YEAR ENDED DECEMBER 26, 1998

<TABLE>
<CAPTION>
                                               CONVERTIBLE
                                             PREFERRED STOCK            COMMON STOCK                       ADDITIONAL
                                         -----------------------   ----------------------     TREASURY       PAID-IN      RETAINED
                                           SHARES       AMOUNT      SHARES       AMOUNT        STOCK         CAPITAL      EARNINGS
                                         ----------   ----------   ---------   ----------   ------------   -----------   ----------
<S>                                      <C>          <C>          <C>         <C>          <C>            <C>           <C>
BALANCE, DECEMBER 27, 1997.............   1,020,000   $2,779,979     527,674   $    5,276   $     (1,377)  $       181   $3,493,951
 
  Stock options exercised..............          --           --      16,337          163             --         2,702           --
  Accretion of preferred stock
    dividends..........................          --       89,250          --           --             --            --      (89,250)
  Purchase of treasury stock...........          --           --          --           --       (190,000)           --           --
  Issuance of stock in connection with
    acquisition........................          --           --      70,000          700        190,000       664,300           --
  Net income...........................          --           --          --           --             --            --    4,729,751
                                         ----------   ----------   ---------   ----------   ------------   -----------   ----------
 
BALANCE, DECEMBER 26, 1998.............   1,020,000    2,869,229     614,011        6,139         (1,377)      667,183    8,134,452
 
  Stock options exercised..............          --           --     305,470        3,056             --     2,023,590           --
  Accretion of preferred stock
    dividends..........................          --       22,251          --           --             --            --      (22,251)
  Conversion of preferred stock........  (1,020,000)  (2,550,000)  1,020,000       10,200             --     2,539,800           --
  Distribution of preferred stock
    dividends..........................          --     (341,480)         --           --             --    (2,550,000)          --
  Purchase of treasury stock...........          --           --          --           --    (73,575,326)           --           --
  Issuance of common stock.............          --           --   1,044,690       10,447             --    51,430,089           --
  Net income (loss)....................          --           --          --           --             --            --   (2,003,431)
                                         ----------   ----------   ---------   ----------   ------------   -----------   ----------
BALANCE, DECEMBER 15, 1999.............          --   $       --   2,984,171   $   29,842   $(73,576,703)  $54,110,662   $6,108,770
                                         ==========   ==========   =========   ==========   ============   ===========   ==========
 
<CAPTION>
 
                                            TOTAL
                                         ------------
<S>                                      <C>
BALANCE, DECEMBER 27, 1997.............  $  6,278,010
  Stock options exercised..............         2,865
  Accretion of preferred stock
    dividends..........................            --
  Purchase of treasury stock...........      (190,000)
  Issuance of stock in connection with
    acquisition........................       855,000
  Net income...........................     4,729,751
                                         ------------
BALANCE, DECEMBER 26, 1998.............    11,675,626
  Stock options exercised..............     2,026,646
  Accretion of preferred stock
    dividends..........................            --
  Conversion of preferred stock........            --
  Distribution of preferred stock
    dividends..........................    (2,891,480)
  Purchase of treasury stock...........   (73,575,326)
  Issuance of common stock.............    51,440,536
  Net income (loss)....................    (2,003,431)
                                         ------------
BALANCE, DECEMBER 15, 1999.............  $(13,327,429)
                                         ============
</TABLE>

 
                See notes to consolidated financial statements.
 
                                      F-39

<PAGE>
                      TRAVCORPS CORPORATION AND SUBSIDIARY
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
               PERIOD FROM DECEMBER 27, 1998 TO DECEMBER 15, 1999
                      AND THE YEAR ENDED DECEMBER 26, 1998
 

<TABLE>
<CAPTION>
                                                                  1999           1998
                                                              ------------   ------------
<S>                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income.........................................  $ (2,003,431)  $  4,729,751
  Adjustments to reconcile net (loss) income to cash (used
    in) provided by operating activities:
    Depreciation............................................     1,108,346        781,569
    Amortization............................................       739,073        444,107
    Increase (decrease) in cash from changes in:
      Accounts receivable...................................    (2,077,009)    (1,814,191)
      Income tax receivable.................................    (1,817,733)            --
      Prepaid rent..........................................       374,959        (48,326)
      Prepaid expenses and other............................       569,582        (77,956)
      Other assets..........................................            --         (2,202)
      Deferred income taxes.................................      (469,962)       424,300
      Accounts payable and accrued expenses.................      (653,337)     1,534,809
      Accrued payroll withholdings and incentive
        compensation........................................        20,578      1,051,983
                                                              ------------   ------------
        Cash provided by (used in) operating activities.....    (4,208,934)     7,023,844
                                                              ------------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of Cejka, net of cash acquired................            --    (11,970,454)
  Purchase of property and equipment........................    (1,779,340)    (1,888,705)
  Increase in deposits......................................       156,378       (133,495)
                                                              ------------   ------------
        Cash used in investing activities...................    (1,622,962)   (13,992,654)
                                                              ------------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock....................    53,136,887          2,865
  Redemption of preferred stock.............................    (2,569,927)            --
  Repurchase of common stock................................   (73,576,312)      (190,000)
  Net borrowings under revolving credit agreement...........    32,335,500      8,184,500
  Deferred financing charges................................    (1,613,546)            --
  Principal payments on capital leases......................            --       (227,445)
  Principal payments on other long-term obligations.........      (138,618)       (17,936)
                                                              ------------   ------------
        Cash provided by financing activities...............     7,573,984      7,751,984
                                                              ------------   ------------
INCREASE IN CASH AND CASH EQUIVALENTS.......................     1,742,088        783,174
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR................     1,852,578      1,069,404
                                                              ------------   ------------
CASH AND CASH EQUIVALENTS, END OF YEAR......................  $  3,594,666   $  1,852,578
                                                              ============   ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION--
  Cash paid during the year for:
    Interest................................................  $  2,857,017   $  1,028,270
                                                              ============   ============
    Income taxes............................................  $  3,011,490   $  2,271,687
                                                              ============   ============
SUPPLEMENTAL SCHEDULE OF NONCASH TRANSACTIONS -
  Stock issued in connection with the Cejka acquisition.....  $         --   $    855,000
                                                              ============   ============
</TABLE>

 
                See notes to consolidated financial statements.
 
                                      F-40

<PAGE>
                      TRAVCORPS CORPORATION AND SUBSIDIARY
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
               PERIOD FROM DECEMBER 27, 1998 TO DECEMBER 15, 1999
                      AND THE YEAR ENDED DECEMBER 26, 1998
 
1. NATURE OF BUSINESS
 
    TravCorps Corporation ("TravCorps") and its wholly-owned subsidiary,
Cejka & Company ("Cejka") (collectively, the "Company") provide flexible
staffing, search, consulting and related outsourced services to health care
providers throughout the United States. The Company's fiscal year typically ends
on the last Saturday in December.
 
    On December 16, 1999, the Company merged with Cross Country Staffing, Inc.
("CCS") (see Note 9). These financial statements are presented on a going
concern basis and do not reflect any effects on the financial statements
resulting from the merger with CCS.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
    REVENUE RECOGNITION--The Company recognizes revenue from temporary staffing
services as services are rendered based on hours worked by the assigned health
care professionals. Retainer fees earned for search and related outsourced
services are recognized over the contract term. Placement revenues are
recognized upon successful completion of the search assignment. Consulting
revenues are recognized as services are rendered.
 
    PRINCIPLES OF CONSOLIDATION--The consolidated financial statements include
the accounts of TravCorps Corporation and subsidiary. Upon consolidation, all
material intercompany accounts and transactions are eliminated.
 
    CASH AND CASH EQUIVALENTS--The Company considers all investments in highly
liquid debt instruments with maturities of less than three months at the date of
purchase to be cash and cash equivalents.
 
    USE OF ESTIMATES--The preparation of consolidated financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements. Estimates included in the
consolidated financial statements include allowances for uncollectible accounts
and certain accrued expenses. Actual results could differ from those estimates.
 
    PROPERTY AND EQUIPMENT--Property and equipment are recorded at cost.
Depreciation and amortization are provided using the straight-line method over
the estimated useful lives (three to seven years) of the related assets. This
caption also includes capitalized costs associated with the development of
internal-use software (see below). Such costs include charges for consulting
services and costs for personnel associated with programming, coding and testing
such software. These costs are not depreciated until the related software is
placed into service.
 
    ACCOUNTING FOR COMPUTER SOFTWARE COSTS--In March 1998, the American
Institute of Certified Public Accountants issued Statement of Position (SOP)
No. 98-1, ACCOUNTING FOR THE COSTS OF COMPUTER SOFTWARE DEVELOPED OR OBTAINED
FOR INTERNAL USE. SOP No. 98-1 delineated the types of costs that may be
capitalized in connection with the development and installation of internal-use
software. The Company historically has had accounting policies that are
consistent with those specified in SOP No. 98-1. Accordingly, its implementation
did not have a material impact on the consolidated financial statements.
 
                                      F-41

<PAGE>
                      TRAVCORPS CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
               PERIOD FROM DECEMBER 27, 1998 TO DECEMBER 15, 1999
                      AND THE YEAR ENDED DECEMBER 26, 1998
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    IMPAIRMENT OF LONG-LIVED ASSETS--Long-lived assets to be held and used are
reviewed for impairment whenever circumstances indicate that the carrying amount
of an asset may not be recoverable. Long-lived assets to be disposed of are
reported at the lower of the carrying amount or fair value, less cost to sell.
 
    GOODWILL--The excess of the purchase price of acquired companies over the
fair value of net identifiable assets ("goodwill") at the date of acquisition
are amortized on a straight-line basis over their estimated lives of twenty or
twenty-five years. The Company periodically reviews goodwill to assess
recoverability, based upon expectations of nondiscounted cash flows and
operating income of the activities, that generated the goodwill balance.
Impairments would be recognized in operating results if such expected cash flows
were less than the carrying value of the related assets. No such impairments
have been recorded through December 15, 1999.
 
    DEFERRED FINANCING COSTS--Deferred financing costs represent commitment fees
and other costs incurred relating to the refinancing of the Company's revolving
credit agreement and are being amortized over the life of the agreement.
 
    INCOME TAXES--Deferred income taxes are provided for differences in bases of
the Company's assets and liabilities for book and tax purposes. Deferred income
taxes are estimated using currently enacted tax rates.
 
    CONCENTRATION OF CREDIT RISK--The Company extends credit to its customers on
an unsecured basis and requires no collateral. However, credit control policies
are in place to control the Company's exposure to potential uncollectible
receivables.
 
    STOCK-BASED COMPENSATION--The Company accounts for stock-based awards to
employees using the intrinsic-value method.
 
    ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS--The carrying amounts reported
in the consolidated balance sheets for cash, accounts receivable, accounts
payable and accrued expenses approximate fair value because of their short
maturity. The carrying amount of the long-term obligations approximates fair
value because the interest rate is tied to a quoted variable index.
 
3. ACQUISITION
 
    On April 29, 1998, the Company acquired certain assets and assumed certain
liabilities of Cejka, a company that provides permanent placement, consulting
and related outsourced services for physicians and health care executives. The
acquisition has been accounted for as a purchase and, accordingly, the results
of Cejka are included in these consolidated financial statements from the date
of acquisition. The purchase and related acquisition costs aggregated
$12,826,000 and were funded with the borrowing of $11,821,000 under the
Company's revolving credit agreement and the issuance of 90,000 shares of
Class A common stock valued at $855,000.
 
                                      F-42

<PAGE>
                      TRAVCORPS CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
               PERIOD FROM DECEMBER 27, 1998 TO DECEMBER 15, 1999
                      AND THE YEAR ENDED DECEMBER 26, 1998
 
3. ACQUISITION (CONTINUED)
    The consideration involved in the acquisition, after giving effect to
liabilities assumed, has been allocated to the assets acquired based on their
respective fair values as follows:
 

<TABLE>
<S>                                                           <C>
Assets:
  Cash and cash equivalents.................................  $       300
  Accounts receivable.......................................    1,785,969
  Prepaid rent..............................................       28,229
  Deposits..................................................       11,396
  Property and equipment....................................      379,047
  Goodwill..................................................   11,560,000
                                                              -----------
Assets acquired.............................................   13,764,941
Less assumed liabilities....................................      939,187
                                                              -----------
Total consideration.........................................  $12,825,754
                                                              ===========
</TABLE>

 
4. LONG-TERM OBLIGATIONS
 
    Long-term obligations at December 15, 1999 and December 26, 1998 consist of
the following:
 

<TABLE>
<CAPTION>
                                                        1999          1998
                                                     -----------   -----------
<S>                                                  <C>           <C>
Revolving Credit Agreement.........................  $45,000,000   $12,664,500
Capital lease obligations..........................       36,273       174,891
                                                     -----------   -----------
Total..............................................   45,036,273    12,839,391
Less current portion...............................       36,273       163,742
                                                     -----------   -----------
Total long-term obligations........................  $45,000,000   $12,675,649
                                                     ===========   ===========
</TABLE>

 
    CREDIT AGREEMENT--At December 15, 1999, the Company has a revolving credit
agreement with Chase Bank (the "Revolving Credit Agreement"), which provides for
a term loan of $45 million, revolving loans of up to $10,000,000 and swingline
loans up to $1,000,000, including letters of credit of up to $2,500,000,
maturing May 14, 2005. Revolving loans under the Revolving Credit Agreement can
be ABR loans or Eurodollar loans. Swingline loans must be ABR loans. Eurodollar
rate loans must have a minimum principal balance of $1,000,000 and must be in
integral multiples of $250,000. ABR Revolving loans must have a minimum
principal balance of $250,000 and must be in integral multiples of $50,000.
Swingline loans must have a minimum principal balance of $250,000 and must be in
integral multiples of $50,000. Amounts outstanding under the term loan at
December 15, 1999 totaled $45 million and are scheduled to be repaid with
interest at 9.40% in quarterly installments of $250,000 from December 25, 1999
through March 2004 and $10,125,000 through May 2005. There were no Revolving or
Swingline loans outstanding at December 15, 1999.
 
    ABR loans carry interest at the greatest of a) the Prime Rate, b) the Base
CD Rate plus 1%, or c) the Federal Funds Effective Rate plus 1/2of 1%.
Eurodollar loans carry interest at the LIBOR Rate for the interest period
multiplied by b) the Statutory Reserve Rate. The interest on any ABR or
 
                                      F-43

<PAGE>
                      TRAVCORPS CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
               PERIOD FROM DECEMBER 27, 1998 TO DECEMBER 15, 1999
                      AND THE YEAR ENDED DECEMBER 26, 1998
 
4. LONG-TERM OBLIGATIONS (CONTINUED)
Eurodollar loan is payable quarterly. The interest on any Swingline loan is
payable on the principal due date.
 
    Letters of credit amounting to $404,099 and $399,508 at December 15, 1999
and December 26, 1998, respectively, had been issued pursuant to the Company's
workers' compensation insurance program.
 
    The Agreement contains, among other things, restrictions on further
indebtedness, asset sales, capital expenditures, payment of dividends, changes
in the capital structure and changes in the ownership of the Company. The
Agreement also has covenants which require the Company to maintain a minimum
level of tangible net worth, achieve minimum levels of earnings before interest,
taxes, depreciation and amortization, and achieve certain financial ratios, all
as defined in the Agreement.
 
    At December 26, 1998, the Company had a revolving credit agreement with
Fleet Bank NA that carried terms similar to the Chase Bank agreement. The Fleet
agreement did not include a term loan. The Fleet Bank agreement was terminated
and replaced with the Chase Bank agreement in connection with the leveraged
recapitalization discussed in Note 7.
 
    CAPITAL LEASE OBLIGATIONS--The Company leases equipment under capital
leases. The leases bear interest at rates ranging from 8.0% to 9.0% and expire
in 2000. The Company intends to exercise its options to purchase the equipment.
 
5. COMMITMENTS AND CONTINGENCIES
 
    OPERATING ACTIVITIES--The Company has entered into various operating leases
for temporary housing of its professional medical personnel, with terms of up to
twelve months. The Company also leases office space for its corporate
activities. Future lease payments for office space pursuant to the leases total
$736,088, $440,050, $449,188, $441,166 and $0 for the years ending
December 2000, 2001, 2002, 2003 and 2004, respectively. Total lease expense was
approximately $12,132,185 and $10,024,495 for the period December 27, 1998 to
December 15, 1999 and the year ended December 26, 1998, respectively.
 
                                      F-44

<PAGE>
                      TRAVCORPS CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
               PERIOD FROM DECEMBER 27, 1998 TO DECEMBER 15, 1999
                      AND THE YEAR ENDED DECEMBER 26, 1998
 
6. INCOME TAXES
 
    The components of the provision for income taxes for the for the period
December 26, 1998 to December 15, 1999 and the year ended December 26, 1998 are
as follows:
 

<TABLE>
<CAPTION>
                                                          1999         1998
                                                       ----------   ----------
<S>                                                    <C>          <C>
Current:
  Federal............................................  $  831,600   $2,141,800
  State..............................................     189,200      783,300
                                                       ----------   ----------
                                                        1,020,800    2,925,100
                                                       ----------   ----------
 
Deferred:
  Federal............................................    (363,000)     310,700
  State..............................................     (77,700)     113,600
                                                       ----------   ----------
                                                         (440,700)     424,300
                                                       ----------   ----------
Total................................................  $  580,100   $3,349,400
                                                       ==========   ==========
</TABLE>

 
    The components of the deferred tax assets and liabilities at December 15,
1999 and December 26, 1998 are as follows:
 

<TABLE>
<CAPTION>
                                                          1999         1998
                                                       ----------   ----------
<S>                                                    <C>          <C>
Deferred tax assets--current:
  Accrued incentive compensation.....................  $  971,700   $  704,550
  Accrued liabilities................................     223,900      337,650
  Other..............................................     310,000      149,400
                                                       ----------   ----------
                                                        1,505,600    1,191,600
 
Deferred tax liabilities--current--prepaid
  expenses...........................................    (150,300)    (612,000)
                                                       ----------   ----------
Net deferred tax assets--current.....................  $1,355,300   $  579,600
                                                       ==========   ==========
 
Deferred tax liabilities--noncurrent--depreciation...  $1,235,538   $  929,800
                                                       ==========   ==========
</TABLE>

 
    Difference between the provision for income taxes and income taxes computed
using the U.S. federal income tax rate are primarily due to state taxes and
expenses not deductible for income tax purposes.
 
7. STOCKHOLDERS' EQUITY
 
    LEVERAGED RECAPITALIZATION--On May 14, 1999, in connection with a leveraged
recapitalization transaction, the Company sold 1,044,690 of the Company's common
shares to Morgan Stanley Dean Witter ("MSDW") and the Company redeemed 1,583,983
of its common shares. Immediately preceding the leveraged recapitalization, the
Company's preferred shareholders converted 1,020,000 preferred shares into
1,020,000 common shares. The price for the redeemed shares was $76,869,925,
which was paid in cash. After the transaction, MSDW owned 87.29% of the
Company's outstanding common stock.
 
                                      F-45

<PAGE>
                      TRAVCORPS CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
               PERIOD FROM DECEMBER 27, 1998 TO DECEMBER 15, 1999
                      AND THE YEAR ENDED DECEMBER 26, 1998
 
7. STOCKHOLDERS' EQUITY (CONTINUED)
    The redemption was funded with $45,200,000 of new bank borrowings (see
Note 4) and the proceeds from the sale of the common shares. These new
borrowings and common share proceeds were also used to repay $11,081,000 of
existing bank borrowings and to pay $4,036,000 of transaction expenses.
 
    For financial accounting purposes, the transaction is treated as a leveraged
recapitalization, whereby the assets are not revalued and the excess purchase
price of the redeemed shares over the net book value of the shares reduces the
Company's equity.
 
    The characteristics of preferred and common stock of the Company prior to
the recapitalization are described as follows:
 
    PREFERRED STOCK--During 1995, the Company issued 1,020,000 shares of
convertible preferred stock at $2.50 per share. All (but not less than all) of
the shares of convertible preferred stock were convertible at any time, at the
option of the holders of the convertible preferred stock, into conversion units
which consisted of one share of Class B common stock and one share of redeemable
preferred stock for each share of convertible preferred stock tendered for
conversion. In connection with the leveraged recapitalization described above,
the holders of the convertible preferred stock elected to convert their
preferred shares into Class B common shares only.
 
    The holders of convertible preferred stock were entitled to elect three
representatives to the Board. On all other matters, the holders of convertible
preferred stock were entitled to vote, as a single class with the common
stockholders, as if their convertible preferred stock had been converted into an
equivalent number of shares of common stock.
 
    The convertible preferred stock was entitled to cumulative dividends at the
rate of 3.5% per year on the convertible base liquidation amount, as defined, of
$2.50 per share. At December 15, 1999 and December 26, 1998, the cumulative
preferred dividends in arrears totaled $0 and $319,229, respectively, as all
cumulative preferred dividends were paid in connection with the leveraged
recapitalization. No dividends could be paid to holders of common stock or
Class B common stock until all cumulative preferred stock dividends were paid.
Convertible preferred stock dividends became immediately payable upon the
leveraged recapitalization.
 
    COMMON STOCK--Common stock and Class B common stock are identical, except
that the holders of common stock and Class B common stock, each voting as
separate classes, are entitled to each elect two representatives to the Board.
The Class B common stock is convertible into an equivalent number of shares of
common stock immediately prior to the closing of an Extraordinary Transaction as
defined. The leveraged recapitalization qualified as an Extraordinary
Transaction and, accordingly, the Class B common shares were converted into
common shares.
 
    STOCK OPTIONS--The Company's 1995 Stock Option Plan (the "Plan") provides
for the issuance of incentive stock options ("ISOs") and nonstatutory stock
options ("NSOs") to officers, employees, directors, consultants and advisors for
the purchase of up to 430,000 shares of common stock. The exercise price of ISOs
may not be less than the fair market value of the Company's common stock on the
date of grant and may not be less than 110% of such fair market value with
respect to any ISOs granted to a participant who owns 10% or more of the
Company's outstanding common stock. Options
 
                                      F-46

<PAGE>
                      TRAVCORPS CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
               PERIOD FROM DECEMBER 27, 1998 TO DECEMBER 15, 1999
                      AND THE YEAR ENDED DECEMBER 26, 1998
 
7. STOCKHOLDERS' EQUITY (CONTINUED)
vest in installments over periods of up to seven years. Options granted must be
exercised within ten years.
 
    The Company applies the intrinsic value method to determine compensation
cost associated with its plan. The Board has determined that the fair value of
common stock approximates the exercise price at the time of the grant.
Accordingly, no compensation costs have been recognized for its stock option
plan. The difference between net (loss) income on a pro forma basis had
compensation cost for the Company's plan been determined consistent with the
fair value method described in SFAS No. 123, and reported net (loss) income is
immaterial:
 
    The following is a summary of stock option activity under the Plan:
 

<TABLE>
<CAPTION>
                                                                      WEIGHTED-
                                                                       AVERAGE
                                                                      EXERCISE
                                                                      PRICE PER
                                                            SHARES      SHARE
                                                           --------   ---------
<S>                                                        <C>        <C>
Outstanding at December 27, 1997 (25,935 exercisable at a
  weighted-average price of $0.20).......................   216,673     $2.93
  Granted (weighted-average fair value of $3.27).........   149,509     11.81
  Forfeited..............................................   (12,310)     5.33
  Exercised..............................................   (16,337)     0.18
                                                           --------
Outstanding at December 26, 1998 (51,307 exercisable at a
  weighted-average price of $2.83).......................   337,535      6.91
 
Granted (weighted-average fair value of $25.00)..........    14,725     25.00
  Forfeited..............................................   (46,790)    13.98
  Exercised..............................................  (305,470)     6.26
                                                           --------
Outstanding at December 15, 1999.........................         0
                                                           ========
</TABLE>

 
    The fair value of each option grant was estimated on the date of grant using
an option pricing model with the following assumptions:
 

<TABLE>
<CAPTION>
                                                               1999           1998
                                                             --------       --------
<S>                                                          <C>            <C>
Risk-free interest rate....................................    4.75%          4.75%
Dividend yield.............................................    0.00%          0.00%
Expected life (years)......................................   10.00          10.00
</TABLE>

 
    In connection with the merger with CCS (see Note 9), the options outstanding
as of December 15, 1999 immediately vested and were exchanged for an equivalent
number of shares in CCS.
 
    RESTRICTION ON DIVIDENDS--Pursuant to the terms of the Company's Revolving
Credit Agreement in effect at December 26, 1998 (see Note 4), the Company was
precluded from declaring or paying any dividends on any of its preferred or
common stock and was prohibited from repurchasing any of its outstanding
preferred and common stock, except that up to $190,000 of common stock could
have been repurchased annually from employees whose employment had ceased.
 
                                      F-47

<PAGE>
                      TRAVCORPS CORPORATION AND SUBSIDIARY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
               PERIOD FROM DECEMBER 27, 1998 TO DECEMBER 15, 1999
                      AND THE YEAR ENDED DECEMBER 26, 1998
 
8. PROFIT-SHARING PLAN
 
    TravCorps has a 401(k) defined contribution benefit plan (the "401(k) Plan")
for eligible employees. Eligible employees may make pretax savings contributions
to the 401(k) Plan of up to 15% of their earnings to a certain statutory limit.
TravCorps matches employee contributions up to 1% of compensation. TravCorps
contributed $97,000 and $93,000 to the 401(k) Plan during the period from
December 27, 1998 to December 15, 1999 and the year ended December 26, 1998,
respectively, and made a discretionary profit sharing contribution of
approximately $86,000 during the year ended December 26, 1998. Cejka has a
separate 401(k) defined contribution benefit plan (the "Cejka plan") for
eligible employees. Eligible employees may make pretax savings contributions to
the Cejka plan of up to 10% of their earnings to a statutory limit. Cejka
matches 50% of the employee contributions up to 6% of compensation. Cejka
contributed approximately $145,000 and $250,000 to the Cejka plan and a
discretionary profit-sharing plan during the period December 27, 1998 to
December 15, 1999 and year ended December 26, 1998, respectively.
 
9. SUBSEQUENT EVENT--MERGER WITH CROSS COUNTRY STAFFING, INC.
 
    On December 16, 1999, the Company entered into a Plan of Merger with CCS, a
company engaged in the business of providing temporary health care staffing
services to acute and subacute care facilities nationwide. Pursuant to the Plan
of Merger, all outstanding shares of the Company's common stock were exchanged
for common stock in CCS. The fair value of the shares of CCS common stock issued
to the stockholders of the Company, as determined by an independent valuation of
the common stock in January 2000, was $32,102,000. In connection with the merger
transaction, CCS assumed the Company's long-term obligation of $45,000,000. The
merger was accounted for in the CCS consolidated financial statements as a
purchase.
 
    Upon consummation of the merger, certain computer information systems used
by the Company were replaced with CCS systems resulting in a write down of
computer and software equipment approximately $1.2 million. In addition,
unamortized deferred financing costs approximately $1.6 million were written off
in connection with CCS's assumption of the Company's long-term obligation. These
asset write downs were accounted for in the purchase accounting as part of the
merger. Accordingly, the effects of these write downs are not reflected in the
accompanying financial statements.
 
                                      F-48

<PAGE>

                         REPORT OF INDEPENDENT AUDITORS
 
The Board of Directors and Stockholders
Cross Country, Inc.
 
    We have audited the accompanying consolidated statements of assets acquired
and liabilities assumed of ClinForce, Inc. ("ClinForce") as of December 31, 2000
and 1999 and the related consolidated statement of operating revenues and
expenses for each of the two years in the period ended December 31, 2000. These
statements are the responsibility of ClinForce's management. Our responsibility
is to express an opinion on the statements based on our audits.
 
    We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
    The accompanying consolidated statements of assets acquired and liabilities
assumed and the related consolidated statements of operating revenues and
expenses were prepared for inclusion in the Registration Statement on Form S-1
of Cross Country, Inc. for purposes of complying with the rules and regulations
of the Securities and Exchange Commission in lieu of the full financial
statements required by Rule 3-05 for the transaction between Cross Country, Inc.
and ClinForce. The statements are not intended to be a complete presentation of
the financial position of ClinForce.
 
    In our opinion, the statements referred to above present fairly, in all
material respects, the consolidated assets acquired and liabilities assumed of
ClinForce at December 31, 2000 and 1999, and the operating revenues and expenses
for each of the two years in the period ended December 31, 2000 in conformity
with accounting principles generally accepted in the United States.
 
                                          /s/ ERNST &YOUNG LLP
 
Raleigh, North Carolina
 
April 26, 2001

 
                                      F-49

<PAGE>
                                CLINFORCE, INC.
 
       CONSOLIDATED STATEMENTS OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
 

<TABLE>
<CAPTION>
                                                                     DECEMBER 31
                                                              -------------------------
                                                                 2000          1999
                                                              -----------   -----------
<S>                                                           <C>           <C>
ASSETS ACQUIRED
Current assets:
  Cash......................................................  $        --   $   737,556
  Accounts receivable, less allowance for doubtful accounts
    of $103,645 in 2000 and $0 in 1999......................    4,943,894     3,367,818
  Prepaid expenses..........................................       25,201         4,290
  Current deferred tax asset................................      108,877            --
  Other current assets......................................        1,999        68,961
                                                              -----------   -----------
Total current assets........................................    5,079,971     4,178,625
 
Property and equipment, net of accumulated depreciation of
  $842,498 in 2000 and $707,356 in 1999.....................      404,402       435,979
Goodwill, net of accumulated amortization of $2,119,322 in
  2000 and $1,458,113 in 1999...............................   11,073,812    11,735,021
Other assets................................................       30,036        14,983
                                                              -----------   -----------
Total assets acquired.......................................  $16,588,221   $16,364,608
                                                              ===========   ===========
 
LIABILITIES ASSUMED
Current liabilities:
  Cash overdraft............................................  $   248,801   $        --
  Accounts payable..........................................       62,277         2,036
  Income taxes payable......................................    2,060,900       884,515
  Accrued employee compensation and benefits................    1,146,856       626,484
  Other current liabilities.................................        4,837        21,909
                                                              -----------   -----------
Total current liabilities...................................    3,523,671     1,534,944
                                                              -----------   -----------
 
Long-term deferred tax liability............................      354,998       195,435
                                                              -----------   -----------
 
Total liabilities assumed...................................  $ 3,878,669   $ 1,730,379
                                                              ===========   ===========
</TABLE>

 
                            See accompanying notes.
 
                                      F-50

<PAGE>
                                CLINFORCE, INC.
 
           CONSOLIDATED STATEMENTS OF OPERATING REVENUES AND EXPENSES
 

<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31
                                                              -------------------------
                                                                 2000          1999
                                                              -----------   -----------
<S>                                                           <C>           <C>
Revenue from services.......................................  $28,895,276   $26,385,411
Operating expenses:
  Compensation and benefits.................................   20,128,675    19,066,580
  Selling, general and administrative expenses..............    4,765,833     3,906,762
  Bad debt expense..........................................      110,000            --
  Depreciation..............................................      135,141        94,199
  Amortization..............................................      659,657       659,657
                                                              -----------   -----------
Total operating expenses....................................   25,799,306    23,727,198
                                                              -----------   -----------
Income from operations......................................    3,095,970     2,658,213
Income tax expense..........................................    1,227,071     1,079,950
                                                              -----------   -----------
Income from operations after tax............................  $ 1,868,899   $ 1,578,263
                                                              ===========   ===========
</TABLE>

 
                            See accompanying notes.
 
                                      F-51

<PAGE>
                                CLINFORCE, INC.
 
                        NOTES TO CONSOLIDATED STATEMENTS
 
                               DECEMBER 31, 2000
 
1. ORGANIZATION AND BASIS OF PRESENTATION
 
    ClinForce, Inc. ("ClinForce" or the "Company") is in the business of
recruiting and placing temporary and permanent clinical research professionals.
The Company was a subsidiary of Edgewater Technology, Inc. (f/k/a
Staffmark, Inc.), a publicly held company.
 
    ClinForce, Inc. was founded in 1991 as Clinical Trial Support Services. In
1997, the Company acquired ClinForce in Morristown, New Jersey. In August 1996,
the Company merged with four other regional companies to form Staffmark, Inc.
(n/k/a Edgewater Technology, Inc.). In October 1996, Staffmark became a publicly
traded company. In March 1998, ClinForce acquired Temporary Tech in North
Carolina. On April 1, 1999, the Company changed its name to ClinForce, Inc.
During 2000, the Company opened facilities in Ft. Myers, Boston, Philadelphia,
and Cincinnati.
 
    CFRC, Inc., a wholly-owned subsidiary of ClinForce, was established in
fiscal year 1997. CFRC, Inc. was established primarily as an intellectual
property company. The consolidated financial statements of ClinForce include the
results of operations for CFRC, Inc.
 
    On December 15, 2000, the ClinForce entered into a stock purchase agreement
to be acquired by Cross Country, Inc. for approximately $31,000,000. The
transaction was consummated on March 16, 2001 and met the accounting criteria of
a purchase. The purchase price is subject to a post-closing adjustment based on
changes in the net working capital of the acquired companies between
October 31, 2000 and March 16, 2001.
 
    The consolidated statements of assets acquired and liabilities assumed and
related consolidated statements of operating revenues and expenses (the
"statements") have been prepared solely to comply with the requirements of the
Securities and Exchange Commission. These statements are not intended to be a
complete presentation of the assets, liabilities, revenues and expenses of the
Company because they do not include corporate allocated expenses that would have
been incurred by the Company had it operated as a stand-alone business (see
Note 2).
 
USE OF ESTIMATES
 
    The preparation of the statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts in the statements and
accompanying notes. Actual results could differ from those estimates.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
    These statements are not indicative of the financial condition or results of
operations of this business going forward because of the change in the business
and the omission of various administrative expenses.
 
REVENUE RECOGNITION
 
    Revenues consist primarily of billing for associates' time and permanent
placement fees. Revenue is recognized upon completion of services.
 
                                      F-52

<PAGE>
                                CLINFORCE, INC.
 
                  NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)
 
                               DECEMBER 31, 2000
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CONCENTRATION OF CREDIT RISK
 
    Financial instruments that potentially subject the Company to concentrations
of credit risk as defined by Financial Accounting Standards Board (FASB)
Statement No. 105, DISCLOSURE OF INFORMATION ABOUT FINANCIAL INSTRUMENTS WITH
OFF-BALANCE-SHEET RISK AND FINANCIAL INSTRUMENTS WITH CONCENTRATIONS OF CREDIT
RISK, consist principally of accounts receivable. The Company's customers are
clinical research organizations ("CROs") and accounts receivable represent
amounts due from these CROs. The Company performs ongoing credit evaluations of
its customers' financial conditions and, generally, does not require collateral.
Overall, based on the large number of customers in differing geographic areas
throughout the United States and its territories, the Company believes the
concentration of credit risk is limited. As of December 31, 2000, approximately
48% of the outstanding accounts receivable were due from four customers. As of
December 31, 1999, approximately 70% of the outstanding accounts receivable were
due from four customers.
 
PROPERTY AND EQUIPMENT
 
    Property and equipment are stated at cost, less accumulated depreciation.
Depreciation is determined on a straight-line basis over the estimated useful
lives of the assets, which generally range from three to seven years. Leasehold
improvements are depreciated over the lives of the related leases or the useful
life of an individual lease, whichever is shorter.
 
CORPORATE ALLOCATIONS
 
    Edgewater provided substantial services to the Company, including, but not
limited to, general administration, treasury, tax, financial reporting,
insurance and legal functions. Edgewater has traditionally charged the Company
for certain of these services through corporate allocations which were generally
based on a percent of sales. The amount of corporate allocations was dependent
upon the total amount of anticipated allocable costs incurred by Edgewater, less
amounts charged as a specific cost or expense rather than by allocation. The
amounts allocated are not necessarily indicative of amounts that would have been
incurred by the Company had it operated on a stand-alone basis.
 
GOODWILL
 
    Goodwill represents the excess of purchase price over the fair value of net
assets acquired. Goodwill associated with acquisitions in 1998 and 1997 is being
amortized using the straight-line method over its estimated useful life of
twenty years. In accordance with FASB Statement No. 121, ACCOUNTING FOR THE
IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF,
long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable.
Recoverability of assets is measured by comparison of the carrying amount of the
asset to net future cash flows expected to be generated from the asset. At
December 31, 2000 and 1999, the Company believes that no impairment of goodwill
exists.
 
                                      F-53

<PAGE>
                                CLINFORCE, INC.
 
                  NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)
 
                               DECEMBER 31, 2000
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ADVERTISING
 
    The Company's advertising expense consists primarily of print media, online
advertising and promotional material. Advertising costs are expensed as incurred
and were approximately $16,539 and $16,759 for the years ended December 31, 2000
and 1999, respectively.
 
INCOME TAXES
 
    The Company accounts for income taxes under FASB Statement No. 109,
ACCOUNTING FOR INCOME TAXES. Deferred income tax assets and liabilities are
determined based upon differences between financial reporting and tax bases of
assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to reverse. ClinForce
has always been included in a consolidated return for United States federal tax
reporting purposes. The income tax provision included in the statement of
operating revenues and expenses was prepared as if the Company was a stand-alone
entity.
 
ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
 
    The carrying amounts reported in the consolidated balance sheets for cash,
accounts receivable, accounts payable and accrued expenses approximate fair
value because of their short maturity.
 
COMPREHENSIVE INCOME
 
    The Company has adopted FASB Statement No.130, COMPREHENSIVE INCOME, which
requires that an enterprise: (a) classify items of other comprehensive income by
their nature in the financial statements; and (b) display the accumulated
balance of other comprehensive income separately from retained earnings and
additional paid-in capital in the equity section of the balance sheet. The items
of other comprehensive income that are typically required to be displayed are
foreign currency items, minimum pension liability adjustments and unrealized
gains and losses on certain investments in debt and equity securities. There are
no other components of comprehensive income or loss other than the Company's
consolidated net income and net loss for the years ended December 31, 2000 and
1999, respectively.
 
IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 
    In June 1998, the Financial Accounting Standards Board issued SFAS No.133,
"Accounting for Derivative Instruments and Hedging Activities". SFAS No.133, as
amended, is required to be adopted in years beginning after June 15, 2000. The
Company plans to adopt the new statement effective January 1, 2001. Because of
the Company's minimal use of derivatives, management does not anticipate the
adoption of the new Statement will have a significant affect on earnings or the
consolidated financial position of the Company.
 
                                      F-54

<PAGE>
                                CLINFORCE, INC.
 
                  NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)
 
                               DECEMBER 31, 2000
 
3. PROPERTY AND EQUIPMENT
 
    At December 31, property and equipment consist of the following:
 

<TABLE>
<CAPTION>
                                                          2000         1999
                                                       ----------   ----------
<S>                                                    <C>          <C>
Computer equipment...................................  $  268,657   $  251,398
Computer software....................................     161,853      131,014
Office equipment.....................................     118,721      118,722
Furniture and fixtures...............................     558,968      556,770
Leasehold improvements...............................     138,701       85,431
                                                       ----------   ----------
                                                        1,246,900    1,143,335
Less accumulated depreciation........................    (842,498)    (707,356)
                                                       ----------   ----------
                                                       $  404,402   $  435,979
                                                       ==========   ==========
</TABLE>

 
4. ACCRUED COMPENSATION AND BENEFITS
 
    At December 31, accrued employee compensation and benefits consist of the
following:
 

<TABLE>
<CAPTION>
                                                          2000         1999
                                                       ----------   ----------
<S>                                                    <C>          <C>
Salaries.............................................  $  305,446   $  222,820
Bonuses..............................................     512,225      238,169
Accrual for payroll taxes............................     226,855       82,063
Accrual for vacation.................................     102,330       83,432
                                                       ----------   ----------
                                                       $1,146,856   $  626,484
                                                       ==========   ==========
</TABLE>

 
5. COMMITMENTS AND CONTINGENCIES
 
    The Company has entered into non-cancelable operating lease agreements for
the rental of space. Future minimum lease payments associated with these
agreements are as follows:
 

<TABLE>
<CAPTION>
                  YEAR ENDING DECEMBER 31:
                  ------------------------
<S>                                                           <C>
       2001.................................................  $  412,214
       2002.................................................     363,176
       2003.................................................     365,844
       2004.................................................     294,378
       2005.................................................      35,352
       Thereafter...........................................      23,712
                                                              ----------
                                                              $1,494,676
                                                              ==========
</TABLE>

 
    Rent expense related to office facilities was approximately $355,161 and
$244,536 for the years ended December 31, 2000 and 1999, respectively.
 
    The Company is subject to legal proceedings and claims that arise in the
ordinary course of its business. In the opinion of management, the outcome of
these matters will not have a significant effect on the Company's consolidated
financial position or results of operations.
 
                                      F-55

<PAGE>
                                CLINFORCE, INC.
 
                  NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)
 
                               DECEMBER 31, 2000
 
6. INCOME TAXES
 
    The Company has always been included in a consolidated return for United
States federal tax reporting purposes. The income tax expense and deferred
income taxes were calculated based on income from operations, and therefore are
not necessarily indicative of amounts that would have been incurred by the
Company had it operated as a stand-alone entity. Deferred income taxes from
years prior to 1999 have not been calculated.
 
    The components of the income tax expense (benefit) are as follows:
 

<TABLE>
<CAPTION>
                                                          2000         1999
                                                       ----------   ----------
<S>                                                    <C>          <C>
Current..............................................  $1,176,385   $  884,515
Deferred.............................................      50,686      195,435
                                                       ----------   ----------
                                                       $1,227,071   $1,079,950
                                                       ==========   ==========
</TABLE>

 
    Deferred income taxes reflect the net tax effect of temporary differences
between the carrying amount of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities are as follows:
 

<TABLE>
<CAPTION>
                                                             DECEMBER 31
                                                       -----------------------
                                                          2000         1999
                                                       ----------   ----------
<S>                                                    <C>          <C>
Deferred tax assets:
Accrued expenses.....................................  $   67,953   $       --
Allowance for doubtful accounts......................      40,924           --
                                                       ----------   ----------
                                                          108,877           --
Deferred tax liabilities:
Goodwill amortization................................    (235,764)    (149,686)
Depreciation.........................................    (119,234)     (45,749)
                                                       ----------   ----------
Net deferred taxes...................................  $ (246,121)  $ (195,435)
                                                       ==========   ==========
</TABLE>

 
    FASB Statement No. 109 requires a valuation allowance to reduce the deferred
tax assets reported if, based on the weight of the evidence, it is more likely
than not that some of or all of the deferred tax assets will not be realized.
After consideration of all the evidence, both positive and negative, management
has determined that a valuation allowance at December 31, 2000 and 1999 is not
necessary.
 
                                      F-56

<PAGE>
                                CLINFORCE, INC.
 
                  NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)
 
                               DECEMBER 31, 2000
 
6. INCOME TAXES (CONTINUED)
    The reconciliation of income tax computed at the U. S. federal statutory
rate to income tax expense is as follows:
 

<TABLE>
<CAPTION>
                                                             DECEMBER 31
                                                       -----------------------
                                                          2000         1999
                                                       ----------   ----------
<S>                                                    <C>          <C>
Tax at U.S. statutory rate...........................  $1,083,590   $  930,375
State taxes, net of federal benefit..................     140,039      119,221
Non-deductible items.................................       9,243        9,363
Other................................................      (5,801)      20,791
                                                       ----------   ----------
                                                       $1,227,071   $1,079,950
                                                       ==========   ==========
</TABLE>

 
                                      F-57

<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
    Through and including           , 2001 (the 25th day after the date of this
prospectus), all dealers effecting transactions in these securities, whether or
not participating in this offering, may be required to deliver a prospectus.
This is in addition to the dealers' obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
 
                                     SHARES
 
                              CROSS COUNTRY, INC.
 
                                  COMMON STOCK
 
                             ---------------------
                              P R O S P E C T U S
                             ---------------------
 
                              MERRILL LYNCH & CO.
 
                              SALOMON SMITH BARNEY
 
                         BANC OF AMERICA SECURITIES LLC
 
                               ROBINSON-HUMPHREY
 
                               CIBC WORLD MARKETS
 
                                          , 2001
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>
                             SUBJECT TO COMPLETION
                   PRELIMINARY PROSPECTUS DATED JULY 11, 2001
 
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

<PAGE>
PROSPECTUS
 
                                          SHARES
 
                                     [LOGO]
                              CROSS COUNTRY, INC.
 
                                  COMMON STOCK
 
                               ------------------
 
    This is Cross Country, Inc.'s initial public offering. We are selling all of
the shares. The international managers are offering       shares outside the
U.S. and Canada and the U.S. underwriters are offering       shares in the U.S.
and Canada.
 
    We expect the public offering price to be between $               and
$               per share. Currently, no public market exists for the shares.
After pricing of the offering, we expect that the shares will be quoted on the
Nasdaq National Market under the symbol CCRN.
 
    INVESTING IN THE COMMON STOCK INVOLVES RISKS WHICH ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 9 OF THIS PROSPECTUS.
 
                            ------------------------
 

<TABLE>
<CAPTION>
                                                              PER SHARE    TOTAL
                                                              ---------   --------
<S>                                                           <C>         <C>
Public offering price.......................................      $          $
Underwriting discount.......................................      $          $
Proceeds, before expenses, to Cross Country, Inc............      $          $
</TABLE>

 
    The international managers may also purchase up to an additional
shares from us at the public offering price, less the underwriting discount,
within 30 days from the date of this prospectus to cover over-allotments. The
U.S. underwriters may similarly purchase up to an additional       shares from
us.
 
    Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
 
    The shares will be ready for delivery on or about           , 2001.
 
                            ------------------------
 
MERRILL LYNCH INTERNATIONAL                                 SALOMON SMITH BARNEY
 
BANC OF AMERICA SECURITIES LIMITED
 
                    ROBINSON-HUMPHREY
 
                                        CIBC WORLD MARKETS
 
                            ------------------------
 
                The date of this prospectus is           , 2001.
 
                                     ALT-1

<PAGE>
                                  UNDERWRITING
 
    We intend to offer the shares outside the U.S. and Canada through the
international managers and in the U.S. and Canada through the U.S. underwriters.
Merrill Lynch International, Salomon Brothers International Limited, Banc of
America Securities Limited, The Robinson-Humphrey Company, LLC and CIBC World
Markets plc. are acting as lead managers for the international managers named
below. Subject to the terms and conditions described in an international
purchase agreement between us and the international managers, and concurrently
with the sale of    shares to U.S. underwriters, we have agreed to sell to the
international managers, and the international managers severally have agreed to
purchase from us, the number of shares listed opposite their names below.
 

<TABLE>
<CAPTION>
                                                              NUMBER OF SHARES
INTERNATIONAL UNDERWRITER                                     ----------------
<S>                                                           <C>
Merrill Lynch International.................................
Salomon Brothers International Limited......................
Banc of America Securities Limited..........................
The Robinson-Humphrey Company, LLC..........................
CIBC World Markets plc......................................
                                                                   ------
          Total.............................................
                                                                   ======
</TABLE>

 
    We have also entered into a U.S. purchase agreement with the U.S.
underwriters for sale of the shares in the U.S. and Canada for whom Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney Inc., Banc of
America Securities LLC, The Robinson-Humphrey Company, LLC and CIBC World
Markets Corp. are acting as U.S. representatives. Subject to the terms and
conditions in the U.S. purchase agreement, and concurrently with the sale of
shares to the international managers pursuant to the international purchase
agreement, we have agreed to sell to the U.S. underwriters, and the U.S.
underwriters severally have agreed to purchase    shares from us. The initial
public offering price per share and the total underwriting discount per share
are identical under the international purchase agreement and the U.S. purchase
agreement.
 
    The international managers and the U.S. underwriters have agreed to purchase
all of the shares sold under the international and U.S. purchase agreements if
any of these shares are purchased. If an underwriter defaults, the international
and U.S. purchase agreements provide that the purchase commitments of the
nondefaulting underwriters may be increased or the purchase agreements may be
terminated. The closings for the sale of shares to be purchased by the
international managers and the U.S. underwriters are conditioned on one another.
 
    We have agreed to indemnify the international managers and the U.S.
underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments the international managers and the
U.S. underwriters may be required to make in respect of those liabilities.
 
    The international manager are offering the shares, subject to prior sale,
when, as and if issued to and accepted by them, subject to approval of legal
matters by their counsel, including the validity of the shares, and other
conditions contained in the purchase agreements, such as the receipt by the
underwriters of officer's certificates and legal opinions. The international
manager reserve the right to withdraw, cancel or modify offers to the public and
to reject orders in whole or in part.
 
COMMISSIONS AND DISCOUNTS
 
    The lead managers have advised us that the international managers propose
initially to offer the shares to the public at the initial public offering price
on the cover page of this prospectus and to dealers at that price less a
concession not in excess of $   per share. The international managers may allow,
and the dealers may reallow, a discount not in excess of $   per share to other
dealers. After the initial public offering, the public offering price,
concession and discount may be changed.
 
                                     ALT-2

<PAGE>
    The following table shows the public offering price, underwriting discount
and proceeds before expenses to Cross Country. The information assumes either no
exercise or full exercise by the international managers and the U.S.
underwriters of their over-allotment options.
 

<TABLE>
<CAPTION>
                                            PER SHARE   WITHOUT OPTION   WITH OPTION
                                            ---------   --------------   -----------
<S>                                         <C>         <C>              <C>
Public offering price.....................     $             $               $
Underwriting discount.....................     $             $               $
Proceeds, before expenses, to Cross
  Country.................................     $             $               $
</TABLE>

 
    The expenses of the offering, not including the underwriting discount, are
estimated at $   and are payable by Cross Country.
 
OVERALLOTMENT OPTIONS
 
    We have granted an option to the international managers to purchase up to
   additional shares at the public offering price less the underwriting
discount. The international managers may exercise this option for 30 days from
the date of this prospectus solely to cover any overallotments. If the
international managers exercise this option, each will be obligated, subject to
conditions contained in the purchase agreements, to purchase a number of
additional shares proportionate to that international manager's initial amount
reflected in the above table.
 
    We have also granted an option to the U.S. underwriters, exercisable for
30 days from the date of this prospectus, to purchase up to    additional shares
to cover any overallotments on terms similar to those granted to the
international managers.
 
INTERSYNDICATE AGREEMENT
 
    The international managers and the U.S. underwriters have entered into an
intersyndicate agreement that provides for the coordination of their activities.
Under the intersyndicate agreement, the international managers and the U.S.
underwriters may sell shares to each other for purposes of resale at the initial
public offering price, less an amount not greater than the selling concession.
Under the intersyndicate agreement, the international managers and any dealer to
whom they sell shares will not offer to sell or sell shares to persons who are
U.S. or Canadian persons or to persons they believe intend to resell to persons
who are U.S. or Canadian persons, except in the case of transactions under the
intersyndicate agreement. Similarly, the U.S. underwriters and any dealer to
whom they sell shares will not offer to sell or sell shares to non-U.S. persons
or non-Canadian persons or to persons they believe intend to resell to non-U.S.
or non-Canadian persons, except in the case of transactions under the
intersyndicate agreement.
 
RESERVED SHARES
 
    At our request, the international managers have reserved for sale, at the
initial public offering price, up to    shares offered by this prospectus for
sale to some of our [directors, officers, employees, distributors, dealers,
business associates and related persons]. If these persons purchase reserved
shares, this will reduce the number of shares available for sale to the general
public. Any reserved shares that are not orally confirmed for purchase within
one day of the pricing of this offering will be offered by the underwriters to
the general public on the same terms as the other shares offered by this
prospectus.
 
NO SALES OF SIMILAR SECURITIES
 
    We and our executive officers and directors and all existing stockholders
have agreed, with exceptions, not to sell or transfer any common stock for
180 days after the date of this prospectus
 
                                     ALT-3

<PAGE>
without first obtaining the written consent of Merrill Lynch. Specifically, we
and these other individuals have agreed not to directly or indirectly:
 
    - offer, pledge, sell or contract to sell any common stock;
 
    - sell any option or contract to purchase any common stock;
 
    - purchase any option or contract to sell any common stock;
 
    - grant any option, right or warrant for the sale of any common stock;
 
    - lend or otherwise dispose of or transfer any common stock;
 
    - request or demand that we file a registration statement related to the
      common stock; or
 
    - enter into any swap or other agreement that transfers, in whole or in
      part, the economic consequence of ownership of any common stock whether
      any such swap or transaction is to be settled by delivery of shares or
      other securities, in cash or otherwise.
 
    This lockup provision applies to common stock and to securities convertible
into or exchangeable or exercisable for or repayable with common stock. It also
applies to common stock owned now or acquired later by the person executing the
agreement or for which the person executing the agreement later acquires the
power of disposition.
 
QUOTATION ON THE NASDAQ NATIONAL MARKET
 
    We expect the shares to be approved for quotation on the Nasdaq National
Market, subject to notice of issuance, under the symbol "CCRN."
 
    Before this offering, there has been no public market for our common stock.
The initial public offering price will be determined through negotiations among
us and the U.S. representatives and lead managers. In addition to prevailing
market conditions, the factors to be considered in determining the initial
public offering price are:
 
    - the valuation multiples of publicly traded companies that the U.S.
      representatives and the lead managers believe to be comparable to us;
 
    - our financial information;
 
    - the history of, and the prospects for, our company and the industry in
      which we compete;
 
    - an assessment of our management, its past and present operations, and the
      prospects for, and timing of, our future revenue;
 
    - the present state of our development; and
 
    - the above factors in relation to market values and various valuation
      measures of other companies engaged in activities similar to ours.
 
    An active trading market for the shares may not develop. It is also possible
that after the offering the shares will not trade in the public market at or
above the initial public offering price.
 
    The international managers do not expect to sell more than 5% of the shares
in the aggregate to accounts over which they exercise discretionary authority.
 
UK SELLING RESTRICTIONS
 
    Each international manager has agreed that
 
    - it has not offered or sold and will not offer or sell any shares of common
      stock to persons in the United Kingdom, except to persons whose ordinary
      activities involve them in acquiring, holding,
 
                                     ALT-4

<PAGE>
      managing or disposing of investments (as principal or agent) for the
      purposes of their businesses or otherwise in circumstances which do not
      constitute an offer to the public in the United Kingdom with the meaning
      of the Public Offers of Securities Regulations 1995.
 
    - it has complied and will comply with all applicable provisions of the
      Financial Service Act 1986 with respect to anything done by it in relation
      to the common stock in, from or otherwise involving the United Kingdom;
      and
 
    - it has only issued or passed on and will only issue or pass on in the
      United Kingdom any document received by it in connection with the issuance
      of common stock to a person who is of a kind described in Article 11(3) of
      the Financial Services Act 1986 (Investment Advertisements)(Exemptions)
      Order 1996 as amended by the Financial Services Act of 1986 (Investment
      Advertisements)(Exemptions) Order 1997 or is a person to whom such
      document may otherwise lawfully be issued or pass on.
 
NO PUBLIC OFFERING OUTSIDE THE UNITED STATES
 
    No action has been or will be taken in any jurisdiction (except in the
United States) that would permit a public offering of the shares of common
stock, or the possession, circulation or distribution of this prospectus or any
other material relating to our company, or shares of our common stock in any
jurisdiction where action for that purpose is required. Accordingly, the shares
of our common stock may not be offered or sold, directly or indirectly, and
neither this prospectus nor any other offering materials or advertisements in
connection with the shares of common stock may be distributed or published, in
or from any country or jurisdiction except in compliance with any applicable
rules and regulations of any such country or jurisdiction.
 
    Purchasers of the shares offered by this prospectus may be required to pay
stamp taxes and other charges in accordance with the laws and practices of the
country of purchase in addition to the offering price on the cover page of this
prospects.
 
NASD REGULATIONS
 
    More than ten percent of the proceeds of the offering will be applied to pay
down debt obligations owed to affiliates of Merrill Lynch International, Salomon
Brothers International Limited, Banc of America Securities Limited and The
Robinson-Humphrey Company, LLC. Because more than ten percent of the net
proceeds of the offering will be paid to members or affiliates of members of the
National Association of Securities Dealers, Inc. participating in the offering,
the offering will be conducted in accordance with NASD Conduct Rule 2710(c)(8).
This rule requires that the public offering price of an equity security be no
higher than the price recommended by a qualified independent underwriter which
has participated in the preparation of the registration statement and performed
its usual standard of due diligence with respect to that registration statement.
CIBC World Markets Corp. has agreed to act as qualified independent underwriter
for the offering. The price of the shares will be no higher than that
recommended by CIBC World Markets Corp.
 
    The underwriters will not confirm sales of shares to any account over which
they exercise discretionary authority without the prior written specific
approval of the customer.
 
PRICE STABILIZATION, SHORT POSITIONS AND PENALTY BIDS
 
    Until the distribution of the shares is completed, SEC rules may limit
underwriters and selling group members from bidding for and purchasing our
common stock. However, the U.S. representatives may engage in transactions that
stabilize the price of the common stock, such as bids or purchases to peg, fix
or maintain that price.
 
                                     ALT-5

<PAGE>
    The underwriters may purchase and sell our common stock in the open market.
These transactions may include short sales, stabilizing transactions and
purchases to cover positions created by short sales. Short sales involve the
sale by the underwriters of a greater number of shares than they are required to
purchase in the offering. "Covered" short sales are sales made in an amount not
greater than the underwriters' option to purchase additional shares from the
issuer in the offering. The underwriters may close out any covered short
position by either exercising their option to purchase additional shares or
purchasing shares in the open market. In determining the source of shares to
close out the covered short position, the underwriters will consider, among
other things, the price of shares available for purchase in the open market as
compared to the price at which they may purchase shares through the
over-allotment option. "Naked" short sales are any sales in excess of such
option. The underwriters must close out any naked short position by purchasing
shares in the open market. A naked short position is more likely to be created
if the underwriters are concerned that there may be downward pressure on the
price of the common shares in the open market after pricing that could adversely
affect investors who purchase in the offering. Stabilizing transactions consist
of various bids for or purchases of common shares made by the underwriters in
the open market prior to the completion of the offering.
 
    The underwriters may also impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased shares sold
by or for the account of such underwriter in stabilizing or short covering
transactions.
 
    Similar to other purchase transactions, the underwriters' purchases to cover
the syndicate short sales may have the effect of raising or maintaining the
market price of our common stock or preventing or retarding a decline in the
market price of the common shares. As a result, the price of our common stock
may be higher than the price that might otherwise exist in the open market.
 
    Neither we nor any of the underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the common stock. In addition, neither
we nor any of the underwriters makes any representation that the U.S.
representatives or the lead managers will engage in these transactions or that
these transactions, once commenced, will not be discontinued without notice.
 
OTHER RELATIONSHIPS
 
    Some of the underwriters and their affiliates have engaged in, and may in
the future engage in, investment banking and other commercial dealings in the
ordinary course of business with us. They have received customary fees and
commissions for these transactions. Affiliates of Salomon Brothers International
Limited acted as the arranger and affiliates of Salomon Brothers International
Limited and The Robinson-Humphrey Company, LLC acted as administrative agent,
collateral agent, issuing bank and swingline lender under our credit facility.
In addition, affiliates of Merrill Lynch International, Salomon Brothers
International Limited, Banc of America Securities Limited and The
Robinson-Humphrey Company, LLC are lenders under our credit facility.
 
INTERNET DISTRIBUTION
 
    Merrill Lynch will be facilitating internet distribution for the offering to
some of its internet subscription customers. Merrill Lynch intends to allocate a
limited number of shares for sale to its online brokerage customers. An
electronic prospectus is available on the website maintained by Merrill Lynch.
Other than the prospectus in electronic format, the information on the Merrill
Lynch website relating to the offering is not a part of this prospectus.
 
                                     ALT-6

<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
    Through and including           , 2001 (the 25th day after the date of this
prospectus), all dealers effecting transactions in these securities, whether or
not participating in this offering, may be required to deliver a prospectus.
This is in addition to the dealers' obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
 
                                     SHARES
 
                              CROSS COUNTRY, INC.
 
                                  COMMON STOCK
 
                             ---------------------
                              P R O S P E C T U S
                             ---------------------
 
                          MERRILL LYNCH INTERNATIONAL
 
                              SALOMON SMITH BARNEY
 
                         BANC OF AMERICA SECURITIES LLC
 
                               ROBINSON-HUMPHREY
 
                               CIBC WORLD MARKETS
 
                                          , 2001
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                                     ALT-7

<PAGE>

 
                PART II INFORMATION NOT REQUIRED IN PROSPECTUS
 

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
    The following table sets forth the expenses expected to be incurred in
connection with the issuance and distribution of common stock registered hereby,
all of which expenses, except for the Securities and Exchange Commission
registrant fee, the National Association of Securities Dealers, Inc. filing fee,
and the Nasdaq National Market listing application fee, are estimated.
 

<TABLE>
<S>                                                           <C>
Securities and Exchange Commission registration fee.........  $   35,938
National Association of Securities Dealers, Inc. filing
  fee.......................................................      14,875
Nasdaq National Market listing application fee..............           *
Printing and engraving fees and expenses....................           *
Legal fees and expenses.....................................           *
Accounting fees and expenses................................           *
Blue Sky fees and expenses..................................           *
Transfer Agent and Registrar fees and expenses..............           *
Miscellaneous expenses......................................           *
                                                              ----------
    Total...................................................  $        *
                                                              ==========
</TABLE>

 
*   To be completed by amendment.
 

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
    Section 102 of the General Corporation Law of Delaware allows a corporation
to limit a director's personal liability to the corporation or its stockholders
from monetary damages for breach of fiduciary duty as a director, with certain
exceptions. The Company's Certificate of Incorporation, as amended, provides
such limitation to the fullest extent permitted by the General Corporation Law
of Delaware.
 
    Section 145 of the General Corporation Law of Delaware permits a
corporation, subject to the standards set forth therein, to indemnify any person
in connection with any action, suit or proceeding brought or threatened by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation or is or was serving as such with respect to another
entity at the request of the corporation. The Company's Certificate of
Incorporation, as amended, and the Company's By-Laws, as amended, provide for
full indemnification of its directors and officers to the extent permitted by
Section 145.
 
    Our amended and restated certificate of incorporation limits the liability
of our directors to us and our stockholders to the fullest extent permitted by
Delaware law. Specifically, our directors will not be personally liable for
money damages for breach of fiduciary duty as a director, except for liability
 
    - for any breach of the director's duty of loyalty to us or our
      stockholders;
 
    - for acts or omissions not in good faith or which involve intentional
      misconduct or a knowing violation of law;
 
    - under Section 174 of the Delaware General Corporation Law, which concerns
      unlawful payments of dividends, stock purchases, or redemptions; and
 
    - for any transaction from which the director derived an improper personal
      benefit.
 
    Our amended and restated certificate of incorporation and amended and
restated by-laws will also contain provisions indemnifying our directors and
officers to the fullest extent permitted by Delaware law. The indemnification
permitted under Delaware law is not exclusive of any other rights to which such
persons may be entitled.
 
                                      II-1

<PAGE>
    In addition, we maintain insurance on behalf of our directors and officers
insuring them against liabilities asserted against them in their capacities as
directors or officers or arising out of such status, except when we have
directly indemnified the directors and officers.
 

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
 
    Since its inception, Cross Country has issued and sold the following
securities:
 
    On July 29, 1999, we issued and sold 2,040,503 shares of Common Stock for
gross proceeds of $71.8 million.
 
    On July 29, 1999, in connection with our acquisition of substantially all
the assets of Cross Country Staffing, we issued 170,445 shares of Common Stock
to Cross Country Staffing.
 
    On July 29, 1999, pursuant to an Amended and Restated Subscription and
Stockholders Agreement, we issued to Joseph Boshart, Emil Hensel, Jonathan Ward
and Vickie Anenberg an aggregate of 49,716 shares of Common Stock for gross
proceeds of $1.8 million.
 
    On July 29, 1999, we issued 65,527 shares of Common Stock to The
Northwestern Mutual Life Insurance Company in connection with its purchase of
$10.0 million of our 12% Senior Subordinated Pay-in-Kind Notes, due on
January 1, 2006.
 
    On July 29, 1999, we issued 131,053 shares of Common Stock to DB Capital
Investors in connection with the purchase by BT Investment Partners of
$20.0 million of our 12% Senior Subordinated Pay-in-Kind Notes, due on
January 1, 2006.
 
    On December 9, 1999, we granted to certain of our and our subsidiaries'
employees an aggregate of 22,754 shares of Common Stock in consideration for the
receipt of $0.01 per share.
 
    On December 16, 1999, in connection with our acquisition of TravCorps, we
issued 1,520,000 shares of Common Stock to certain holders of stock of
TravCorps.
 
    In addition, as of March 31, 2001, the Company has granted options to
purchase a total of 540,919 shares of Common Stock to employees, including
certain senior managers, at a weighted average exercise price of approximately
$    per share.
 
    The issuances described above in this Item 15 were deemed exempt from
registration under the Securities Act in reliance on either: (1) Rule 701
promulgated under the Securities Act as offers and sales of securities pursuant
to certain compensatory benefit plans and contracts relating to compensation in
compliance with Rule 701; or (2) Section 4(2) of the Securities Act, including
Regulation D thereunder, as transactions by an issuer not involving any public
offering.
 
                                      II-2

<PAGE>

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
    (a) Exhibits
 
    The following exhibits are filed with this registration statement.
 

<TABLE>
<CAPTION>
         NO.            DESCRIPTION
         ---            -----------
<C>                     <S>
         1.1*           Form of U.S. Underwriting Agreement
         1.2*           Form of International Underwriting Agreement
 
         2.1            Cross Country Staffing Asset Purchase Agreement, dated June
                        24, 1999, by and among W. R. Grace & Co.-Conn., a
                        Connecticut corporation, Cross Country Staffing, a Delaware
                        general partnership, and the Registrant, a Delaware
                        corporation
 
         2.2            Agreement and Plan of Merger, dated as of October 29, 1999,
                        by and among the Registrant, CCTC Acquisition, Inc. and
                        Certain Stockholders of Cross Country Staffing, Inc and
                        TravCorps Corporation and the Stockholders of TravCorps
                        Corporation
 
         2.3            Stock Purchase Agreement, dated as of December 15, 2000, by
                        and between Edgewater Technology, Inc. and the Registrant
 
         3.1*           Amended and Restated Certificate of Incorporation of the
                        Registrant
 
         3.2*           Amended and Restated By-laws of the Registrant
 
         4.1*           Form of specimen common stock certificate
 
         4.2*           Stockholders Agreement, dated as of October 29, 1999, among
                        the Registrant, a Delaware corporation, the CEP Investors
                        and the MSDWCP Investors
 
         4.3            Registration Rights Agreement, dated as of July 29, 1999,
                        among the Registrant, a Delaware corporation and The
                        Northwestern Mutual Life Insurance Company and DB Capital
                        Investors, L.P. as Investors
 
         4.4            Registration Rights Agreement, dated as of October 29, 1999,
                        among the Registrant, a Delaware corporation and the
                        Charterhouse Investors and the MSDW Investors.
 
         5.1*           Opinion of Proskauer Rose LLP as to the legality of the
                        common stock being registered
 
        10.1            Employment Agreement, dated as of June 24, 1999, between
                        Joseph Boshart and the Registrant
 
        10.2            Employment Agreement, dated as of June 24, 1999, between
                        Emil Hensel and the Registrant
 
        10.3            Employment Agreement termination, dated as of December 21,
                        2000, between Bruce Cerullo and the Registrant
 
        10.4            Lease Agreement, dated April 28, 1997, between Meridian
                        Properties and the Registrant
 
        10.5            Lease Agreement, dated October 31, 2000, by and between
                        Trustees of the Goldberg Brothers Trust, a Massachusetts
                        Nominee Trust and TVCM, Inc.
 
        10.6            222 Building Standard Office Lease between Clayton Investors
                        Associates, LLC and Cejka & Company
 
        10.7            1999 Stock Option Plan of the Registrant
 
        10.8            Equity Participation Plan of the Registrant
 
        10.9            Second Amended and Restated Credit Agreement, dated as of
                        March 16, 2001, among the Registrant, the Lenders Party
                        thereto, Salomon Smith Barney, Inc., as Arranger, Citicorp
                        USA, Inc. as Administrative Agent, Collateral Agent, Issuing
                        Bank and Swingline Lender, Bankers Trust Company, as
                        Syndication Agent, and Wachovia Bank, N.A., as Documentation
                        Agent
</TABLE>

 
                                      II-3

<PAGE>
 

<TABLE>
<CAPTION>
         NO.            DESCRIPTION
         ---            -----------
<C>                     <S>
        10.10           Waiver and Amendment No. 1 dated as of May 3, 2001, to the
                        Credit Agreement dated as of July 29, 1999, as amended and
                        restated as of December 16, 1999 and March 16, 2001 by and
                        among the Registrant, the Lenders Party thereto, Salomon
                        Smith Barney, Inc., as Arranger, Citicorp USA, Inc. as
                        Administrative Agent, Collateral Agent, Issuing Bank and
                        Swingline Lender, Bankers Trust Company, as Syndication
                        Agent, and Wachovia Bank, N.A., as Documentation Agent.
 
        10.11           Form of Subsidiary Guarantee Agreement, dated as of December
                        16, 1999, among the Registrant's subsidiary guarantors and
                        Citicorp USA, Inc., as collateral agent for the Obligees
 
        10.12           Form of Security Agreement, dated as of July 29, 1999, as
                        amended and restated as of December 16, 1999 among the
                        Registrant and Citicorp USA, Inc. as collateral agent for
                        the Obligees
 
        10.13           Form of Pledge Agreement, dated as of July 29, 1999, as
                        amended and restated as of December 16, 1999, among the
                        Registrant and Citicorp USA, Inc., as collateral agent for
                        the Obligees
 
        10.14           Form of Indemnity, Subrogation and Contribution Agreement,
                        dated as of December 16, 1999, among the Registrant, the
                        subsidiaries of the Registrant and Citicorp USA, Inc., as
                        collateral agent for the Obligees
 
        21.1            List of subsidiaries of the Registrant
 
        23.1            Consents of Ernst & Young LLP
 
        23.2            Consent of PricewaterhouseCoopers LLP
 
        23.3            Consent of Deloitte & Touche LLP
 
        23.4*           Consent of Proskauer Rose LLP (contained in Exhibit 5.1)
 
        24.1            Power of Attorney (included on signature page of the
                        Registration Statement)
</TABLE>

 
------------------------
 
*   To be filed by amendment.
 
    (b) Financial Statement Schedules
 
                                  SCHEDULE II
 

<TABLE>
<CAPTION>
                                             VALUATION AND QUALIFYING ACCOUNTS (FOR CONTINUING OPERATIONS)
                                    -------------------------------------------------------------------------------
                                    BALANCE AT   CHARGED TO                                              BALANCE AT
                                    BEGINNING    COSTS AND                                OTHER             END
DESCRIPTION                         OF PERIOD     EXPENSES    WRITEOFF'S   RECOVERIES    CHANGES         OF PERIOD
-----------                         ----------   ----------   ----------   ----------   ----------       ----------
<S>                                 <C>          <C>          <C>          <C>          <C>              <C>
 ALLOWANCE FOR DOUBTFUL ACCOUNTS
Period July 30-December 31,         $1,159,039   $  511,341   $ (273,142)  $       --   $  746,872 (a)   $2,144,110
  1999............................
Year ended December 31, 2000......   2,144,110      431,397     (563,436)      75,676           --        2,087,747
Three months ended March 31,         2,087,747      419,926     (150,104)          --       52,499 (b)    2,410,068
  2001............................
</TABLE>

 
--------------------------
 
(a) - Allowance for doubtful accounts for receivables acquired in TravCorps
    acquisition
 
(b) - Allowance for doubtful accounts for receivables acquired in ClinForce
    acquisition
 
    All schedules not identified above have been omitted because they are not
required, are not applicable or the information is included in the selected
consolidated financial data or notes contained in this Registration Statement.
 
                                      II-4

<PAGE>

ITEM 17. UNDERTAKINGS
 
    (a) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by the director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
 
    (b) The undersigned registrant hereby undertakes that:
 
       (1) For purposes of determining any liability under the Securities Act,
           the information omitted from the form of prospectus filed as part of
           this registration statement in reliance upon Rule 430A and contained
           in a form of prospectus filed by the registrant pursuant to
           Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
           deemed to be part of this registration statement as of the time it
           was declared effective.
 
       (2) For the purpose of determining any liability under the Securities
           Act, each post-effective amendment that contains a form of prospectus
           shall be deemed to be a new registration statement relating to the
           securities offered therein, and the offering of such securities at
           that time shall be deemed to be the initial bona fide offering
           thereof.
 
    (c) The undersigned registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting agreement,
certificates in such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser.
 
                                      II-5

<PAGE>

                                   SIGNATURES
 
    Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Boca Raton, Florida, on the 11th
day of July, 2001.
 

<TABLE>
<S>                                                    <C>  <C>
                                                       CROSS COUNTRY, INC.
 
                                                       By:              /s/ JOSEPH BOSHART
                                                            -----------------------------------------
                                                                          Joseph Boshart
                                                              PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>

 
    Each person whose signature appears below hereby constitutes and appoints
Joseph A. Boshart and Emil Hensel, and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities, to sign
any and all (1) amendments (including post-effective amendments) and additions
to this Registration Statement and (2) Registration Statements, and any and all
amendments thereto (including post-effective amendments), relating to the
offering contemplated pursuant to Rule 462(b) under the Securities Act of 1933,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and hereby
grants to such attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
 
    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on the
11th day of July, 2001.
 

<TABLE>
<CAPTION>
                      SIGNATURE                                            TITLE
                      ---------                                            -----
<C>                                                    <S>
                /s/ JOSEPH A. BOSHART                  President, Chief Executive Officer and
     -------------------------------------------       Director
                  Joseph A. Boshart                    (Principal Executive Officer)
 
                   /s/ EMIL HENSEL                     Chief Financial Officer, Chief Operating
     -------------------------------------------       Officer and Director (Principal Financial
                     Emil Hensel                       Officer and Principal Accounting Officer)
 
                /s/ KAREN H. BECHTEL
     -------------------------------------------       Director
                  Karen H. Bechtel
 
                /s/ BRUCE A. CERULLO
     -------------------------------------------       Director
                  Bruce A. Cerullo
 
                /s/ THOMAS C. DIRCKS
     -------------------------------------------       Director
                  Thomas C. Dircks
</TABLE>

 
                                      II-6

<PAGE>
 

<TABLE>
<CAPTION>
                      SIGNATURE                                            TITLE
                      ---------                                            -----
<C>                                                    <S>
                /s/ A. LAWRENCE FAGAN
     -------------------------------------------       Director
                  A. Lawrence Fagan
 
                /s/ ALAN FITZPATRICK
     -------------------------------------------       Director
                  Alan Fitzpatrick
 
                  /s/ FAZLE HUSAIN
     -------------------------------------------       Director
                    Fazle Husain
 
                   /s/ LORI LIVERS
     -------------------------------------------       Director
                     Lori Livers
</TABLE>

 
                                      II-7





<PAGE>

                                                                    Exhibit 2.1

                             CROSS COUNTRY STAFFING
                            ASSET PURCHASE AGREEMENT

                                  JUNE 24, 1999



<PAGE>

                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                                                PAGE
<S>      <C>             <C>                                                                                    <C>
ARTICLE 1
         DEFINITIONS..............................................................................................2
         1.01            GENERAL..................................................................................2
         1.02            DEFINED TERMS............................................................................2

ARTICLE 2
         PURCHASE AND SALE.......................................................................................14
         2.01            SALE OF ASSETS; RETAINED ASSETS.........................................................14
         2.02            ASSUMPTION OF LIABILITIES...............................................................15
         2.03            OTHER CONTRACTS.........................................................................15
         2.04            NO ENCUMBRANCES.........................................................................15
         2.05            CONSIDERATION...........................................................................16

ARTICLE 3
         CLOSING.................................................................................................16
         3.01            SCHEDULED CLOSING DATE..................................................................16
         3.02            TIME AND PLACE OF CLOSING, SIMULTANEITY.................................................16
         3.03            ACTIONS AT THE CLOSING..................................................................17
         3.04            FURTHER ASSURANCES......................................................................17

ARTICLE 4
         POST-CLOSING ADJUSTMENT.................................................................................18
         4.01            CLOSING OF BOOKS........................................................................18
         4.02            COMPUTATION.............................................................................18
         4.03            CLOSING STATEMENT. .....................................................................19
         4.04            ACCEPTANCE; NON-ACCEPTANCE; RESOLUTION..................................................19
         4.05            POST-CLOSING ADJUSTMENT. ...............................................................21

ARTICLE 5
         SELLERS' REPRESENTATIONS AND WARRANTIES.................................................................21
         5.01            CORPORATE STATUS AND AUTHORITY, OWNERSHIP, ETC..........................................21
         5.02            AUTHORIZATION...........................................................................22
         5.03            EXECUTION AND DELIVERY..................................................................22
         5.04            NO CONFLICT.............................................................................23
         5.05            ASSETS..................................................................................24
         5.06            FINANCIAL STATEMENTS....................................................................24
         5.07            LITIGATION; INVESTIGATIONS..............................................................26
         5.08            ORDINARY COURSE OF BUSINESS.............................................................26
         5.09            INSURANCE...............................................................................26

                                         i


<PAGE>

         5.10            CONTRACTS...............................................................................27
         5.11            LABOR AND EMPLOYMENT....................................................................27
         5.12            EMPLOYEE BENEFIT PLANS..................................................................28
         5.13            INTELLECTUAL PROPERTY...................................................................30
         5.14            COMPLIANCE WITH LAWS....................................................................30
         5.15            PERMITS.................................................................................30
         5.16            TAXES...................................................................................31
         5.17            CUSTOMERS...............................................................................32
         5.18            YEAR 2000 COMPLIANCE....................................................................32
         5.19            ENVIRONMENTAL
 MATTERS...................................................................32
         5.20            QUESTIONABLE PAYMENTS...................................................................32
         5.21            INVESTMENT INTENT.......................................................................33

ARTICLE 6
         BUYER REPRESENTATIONS AND WARRANTIES....................................................................33
         6.01            CORPORATE STATUS AND AUTHORITY..........................................................33
         6.02            AUTHORIZATION...........................................................................33
         6.03            CAPITALIZATION..........................................................................33
         6.04            EXECUTION AND DELIVERY..................................................................34
         6.05            NO CONFLICT.............................................................................34
         6.06            SUFFICIENT FUNDS........................................................................35

ARTICLE 7
         INVESTIGATION, ETC. ....................................................................................35
         7.01            INVESTIGATION, ETC......................................................................35
         7.02            NO ADDITIONAL REPRESENTATIONS...........................................................36

ARTICLE 8
         COVENANTS OF SELLERS AND BUYER..........................................................................36
         8.01            ACCESS AND INQUIRY......................................................................36
         8.02            BULK TRANSFER...........................................................................36
         8.03            HART-SCOTT-RODINO ACT...................................................................36
         8.04            PERMITS.................................................................................37
         8.05            NO SOLICITATION, ETC....................................................................37
         8.06            MRA SHARES..............................................................................39
         8.07            ASSIGNMENT OF NON-COMPETITION AGREEMENTS................................................39
         8.08            FULFILLMENT OF CONDITIONS...............................................................39
         8.09            NOTICES TO THIRD PARTIES................................................................39
         8.10            REASONABLE EFFORTS......................................................................39

ARTICLE 9
         CONDUCT OF BUSINESS PRIOR TO THE CLOSING................................................................40

                                        ii


<PAGE>

         9.01            OPERATION IN ORDINARY COURSE............................................................40
         9.02            DISPOSITION OF ASSETS...................................................................40
         9.03            ASSUMED CONTRACTS.......................................................................40
         9.04            RELATIONS WITH CUSTOMERS AND SUPPLIERS..................................................41

ARTICLE 10
         CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS.............................................................41
         10.01           ACCURACY OF REPRESENTATIONS AND WARRANTIES..............................................41
         10.02           PERFORMANCE OF COVENANTS AND AGREEMENTS.................................................41
         10.03           HART-SCOTT-RODINO ACT...................................................................41
         10.04           PERMITS, CONSENTS, ETC..................................................................41
         10.05           LITIGATION..............................................................................42
         10.06           CERTIFICATES OF SELLERS.................................................................42
         10.07           OPINION OF SELLERS' COUNSEL.............................................................43
         10.08           MATERIAL ADVERSE CHANGE.................................................................43
         10.09           LANDLORD CONSENT/ESTOPPEL LETTERS.......................................................43

ARTICLE 11
         CONDITIONS PRECEDENT TO SELLERS' OBLIGATIONS............................................................43
         11.01           ACCURACY OF REPRESENTATIONS AND WARRANTIES..............................................43
         11.02           PERFORMANCE OF COVENANTS AND AGREEMENTS.................................................43
         11.03           HART-SCOTT-RODINO ACT...................................................................44
         11.04           LITIGATION..............................................................................44
         11.05           CERTIFICATE OF BUYER....................................................................44
         11.06           OPINION OF BUYER'S COUNSEL..............................................................44

ARTICLE 12
         EMPLOYEE MATTERS........................................................................................45
         12.01           EMPLOYMENT..............................................................................45
         12.02           ASSUMED CCS PLANS.......................................................................45

ARTICLE 13
         TERMINATION.............................................................................................46
         13.01           RIGHTS TO TERMINATE.....................................................................46
         13.02           CONSEQUENCES OF TERMINATION.............................................................47

ARTICLE 14
         Indemnification.........................................................................................48
         14.01           DEFINITIONS.............................................................................48
         14.02           SELLERS' INDEMNIFICATION................................................................48
         14.03           BUYER'S INDEMNIFICATION.................................................................49
         14.04           LIMITATIONS WITH RESPECT TO CERTAIN CLAIMS..............................................50


                                       iii


<PAGE>

         14.05           DEFENSE OF THIRD PARTY CLAIMS...........................................................51
         14.06           PUNITIVE DAMAGES........................................................................54

ARTICLE 15
         Cooperation in Various Matters..........................................................................54
         15.01           MUTUAL COOPERATION......................................................................54
         15.02           PRESERVATION OF SELLERS' FILES AND RECORDS..............................................54

ARTICLE 16
         Post-Closing Matters....................................................................................55
         16.01           INFORMATION FOR REPORTS.................................................................55
         16.02           COVENANT NOT TO COMPETE.................................................................55
         16.03           CONFIDENTIALITY AGREEMENTS..............................................................56
         16.04           INSURANCE...............................................................................56
         16.05           USE OF "CROSS COUNTRY" NAME.............................................................57

ARTICLE 17
         Expenses................................................................................................57
         17.01           BUYER'S EXPENSES........................................................................57
         17.02           SELLERS' EXPENSES.......................................................................57
         17.03           TRANSFER TAXES..........................................................................58

ARTICLE 18
         Notices.................................................................................................58
         18.01           NOTICES.................................................................................58

ARTICLE 19
         General.................................................................................................59
         19.01           ENTIRE AGREEMENT........................................................................59
         19.02           GOVERNING LAW...........................................................................59
         19.03           SUBMISSION TO JURISDICTION..............................................................60
         19.04           SUCCESSORS AND ASSIGNS..................................................................60
         19.05           AMENDMENTS AND WAIVERS..................................................................60
         19.06           COUNTERPARTS............................................................................61
         19.07           CAPTIONS................................................................................61
</TABLE>


                                         iv


<PAGE>

                             CROSS COUNTRY STAFFING
                            ASSET PURCHASE AGREEMENT

                             EXHIBITS AND SCHEDULES

                                    EXHIBITS


<TABLE>
<CAPTION>
<S>               <C>
1A                Retained Assets
1B                Retained Liabilities
10.07             Opinion of Sellers' Counsel
11.06             Opinion of Buyer's Counsel
</TABLE>


                                    SCHEDULES


<TABLE>
<CAPTION>
<S>               <C>
4.05              Base Working Capital Amount 
5.01(a)           Qualification 
5.04              Conflicts 
5.05              Real Property used in Business 
5.06(a)           Financial Statements 
5.06(b)           Other Business of CCS Parents 
5.06(c)           Related Party Transactions 
5.07(a)           Litigation 
5.07(b)           Investigations 
5.08              Ordinary Course of Business 
5.09(a)           Insurance Contracts
5.09(b)           Notices regarding Insurance Coverage
5.09(c)           Insurance Policies of Seller Entities which are Retained Assets
5.10              Contracts
5.11(a)           Collective Bargaining, Employment or Consulting Agreements
5.11(b)           Labor Matters
5.12(a)           Plans
5.12(c)           Exceptions to the Plans
5.12(d)           Promises to Create Plans
5.13(a)           Intellectual Property
5.13(b)           Licenses to Third Party to use Intellectual Property
5.13(c)           Material Contracts with Third Party for CCS to use Intellectual Property
5.14              Compliance with Laws
5.15              Material Permits
5.16              Taxes
5.17              Customer List
9.01              Operation of Business
10.04(b)          Buyer's Closing Conditions: Third Party Consents
</TABLE>



                                          v


<PAGE>

                             CROSS COUNTRY STAFFING
                            ASSET PURCHASE AGREEMENT

         CROSS COUNTRY STAFFING ASSET PURCHASE AGREEMENT dated June ___, 1999,
by and among W. R. Grace & Co.- Conn., a Connecticut corporation ("GRACE"),
Cross Country Staffing, a Delaware general partnership ("CCS"), and Cross
Country Holdings, Inc., a Delaware corporation ("BUYER").

                                   WITNESSETH:

         WHEREAS, CCS is engaged in the business of recruiting and placing
temporary health care and other professionals (the "BUSINESS");

         WHEREAS, a 64% partnership interest in CCS is owned by CCHP, Inc., a
Delaware corporation and an indirect subsidiary of Grace ("CCHP"), and a 36%
partnership interest in CCS is owned by MRA Staffing Systems, Inc., a Delaware
corporation ("MRA"), which will be an indirect wholly-owned subsidiary of Grace
prior to the Closing (as defined); and

         WHEREAS, CCS desires to sell to Buyer, and Buyer desires to purchase
from CCS, substantially all of the tangible and intangible assets and business
of CCS, on the terms and conditions and for the consideration provided herein;

         NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereby agree as follows:


<PAGE>

                                    ARTICLE 1

                                   DEFINITIONS

         1.01 GENERAL. All Article and Section numbers, and Exhibit and 
Schedule references used in this Agreement refer to Articles and Sections of 
this Agreement, and Exhibits and Schedules attached hereto or delivered 
simultaneously herewith, unless otherwise specifically stated. Any of the 
terms defined in this Agreement may be used in the singular or the plural. In 
this Agreement, unless otherwise specifically stated, "hereof," "herein," 
"hereto," "hereunder" and the like mean and refer to this Agreement as a 
whole and not merely to the specific Section, paragraph or clause in which 
the word appears; and words importing any gender include the other genders.

         1.02 DEFINED TERMS. For purposes of this Agreement, including the 
Exhibits and Schedules, the following defined terms have the meanings set 
forth in this Section.

         "401(k) PLAN" has the meaning given such term in Section 5.12(c).

         "ACCOUNT" means the bank account designated by CCS within five days
prior to Closing.

         "ACQUISITION PROPOSAL" has the meaning given such term in Section 8.05.

         "ADDITIONAL FINANCIAL INFORMATION" has the meaning given such term in
Section 7.01.

         "AFFILIATE" of any specified Person at the time at which such status is
being determined, means a Person that at such time, directly or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, the Person specified. "CONTROL" of a specified entity means
the direct or indirect possession of the power to direct or cause the direction
of the management and policies of such entity, whether through the ownership 


                                       2


<PAGE>

of voting securities, by contract, or otherwise, and in any event shall 
include ownership, directly or indirectly through one or more intermediaries, 
of voting securities or other equity interests of such entity having a 
majority of the voting power of the voting securities or other equity 
interests of such entity.

         "AGREEMENT" means this Cross Country Staffing Asset Purchase Agreement.

         "ASSETS" has the meaning given such term in Section 2.01(a).

         "ASSUMED CONTRACTS" has the meaning given such term in Section 2.01(a).

         "ASSUMED LIABILITIES" has the meaning given such term in Section 2.02.

         "BALANCE SHEET DATE" has the meaning given such term in Section
5.06(c).

         "BASE WORKING CAPITAL AMOUNT" means such amount determined in
accordance with SCHEDULE 4.05.

         "BREAK UP FEE" has the meaning given such term in Section 13.02(a).

         "BUSINESS" has the meaning given such term in the recitals hereto.

         "BUSINESS DAY" means a day that is not a Saturday or Sunday, nor a day
on which banks are generally closed in New York City.

         "BUYER" means Cross Country Holdings, Inc., a Delaware corporation.

         "BUYER ENTITY" means a member of the Buyer Group.

         "BUYER GROUP" means, collectively, Buyer and its Affiliates.

         "BUYER SHARES" means the shares of Common Stock, par value $.01 per
share, of Buyer.

         "BUYERS' CLAIMS" has the meaning given such term in Section 14.04(a).

         "BUYER'S EXPENSES" has the meaning given to such term in Section
13.02(a).

                                       3


<PAGE>


         "CASH PURCHASE PRICE" has the meaning given such term in Section 2.05.

         "CCHP" means CCHP, Inc., a Delaware corporation.

         "CCS" means Cross Country Staffing, a Delaware general partnership.

         "CCS ENTITY" means CCS, CCHP, MRA and each entity (other than Grace
International Holdings, Inc.) which is as of the date hereof or will be as of
the Closing, a direct or indirect subsidiary of Grace and a direct or indirect
shareholder of CCHP or MRA.

         "CCS EXECUTIVES" means Vickie Anenberg, Joseph A. Boshart, Emil Hensel 
and Jonathan Ward.

         "CCS PARENTS" means all CCS Entities other than CCS.

         "CCS PLAN" means any Employee Benefit Plan exclusively maintained,
sponsored or contributed to by CCS or by CCHP, solely for the employees of CCS,
other than the Phantom Equity Program and the Fixed Participation Program.

         "CLAIM" has the meaning given such term in Section 14.01.

         "CLOSING" means the actions to be taken by the parties described in
Section 3.03.

         "CLOSING CURRENT ASSETS" means the aggregate amount, as of the
Valuation Time, of CCS's current assets, computed in accordance with Section
4.02, but excluding those current assets that are Retained Assets.

         "CLOSING CURRENT LIABILITIES" means the aggregate amount, as of the
Valuation Time, of CCS's current liabilities, computed in accordance with
Section 4.02, but excluding those current liabilities that are Retained
Liabilities.

         "CLOSING DATE" means the date on which the Closing takes place.

         "CLOSING STATEMENT" has the meaning given such term in Section 4.03.


                                       4


<PAGE>


         "CLOSING WORKING CAPITAL AMOUNT" means the amount of the Closing
Current Assets less the amount of the Closing Current Liabilities.

         "CODE" means the Internal Revenue Code of 1986, as amended, and any
reference to a particular Code section shall include any revision or successor
to that section regardless of how numbered or classified.

         "CONFIDENTIALITY AGREEMENT" means the confidentiality letter agreement
dated January 5, 1999, between CCS and Buyer.

         "COVERED PARTIES" has the meaning given such term in Section 8.05.

         "CREDIT AGREEMENT" means that Credit Agreement dated July 1, 1996 by
and among CCS, NationsBank, National Association (South) and the other lenders
party thereto.

         "CUT-OFF TIME" has the meaning given such term in Section 16.04.

         "DAMAGES" has the meaning given such term in Section 14.01.

         "DIRECT CLAIMS" has the meaning given such term in Section 14.01.

         "DOJ" means the United States Department of Justice.

         "EMPLOYEE BENEFIT PLAN" means any written "employee benefit plan" (as
defined under Section 3(3) of ERISA) and any other vacation, bonus, deferred
compensation, pension, retirement, stock purchase, stock appreciation,
severance, or change in control plan or any other employee benefit plan, policy,
arrangement or practice (written or unwritten, insured or uninsured) providing
compensation or benefits to current or former employees, directors or partners
who are individuals.

         "ENVIRONMENTAL LAWS" means any federal, state, local or common law,
rule, regulation, ordinance, code, order or judgment (including the common law
and any judicial or 

                                       5


<PAGE>

administrative interpretations, guidance, directives, policy statements or 
opinions) relating to the injury to, or the pollution or protection of human 
health and safety or the environment.

         "ENVIRONMENTAL LIABILITIES" means any claims, judgments, damages
(including punitive damages), losses, penalties, fines, liabilities,
encumbrances, liens, violations, costs and expenses (including attorneys and
consultants fees) of investigation, assessment, remediation or defense of any
matter relating to human health, safety or the environment of whatever kind or
nature by any Person or governmental entity, (A) which are incurred as a result
of (i) the existence of Hazardous Substances in, on, under, at or emanating from
any real property presently or previously owned or operated by any CCS Entity,
(ii) the offsite transportation, treatment, storage or disposal of Hazardous
Substances generated by any CCS Entity or (iii) the violation of any
Environmental Laws or (B) which arise under the Environmental Laws.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and the rules and regulations promulgated thereunder.

         "FIELD STAFF" means employees of CCS who work for its clients pursuant
to staffing contracts between CCS and the clients, and other individuals who
staff a client facility under a contract between CCS and such client.

         "FINANCIAL STATEMENTS" has the meaning given such term in Section 5.06.

         "FTC" means the United States Federal Trade Commission.

         "GAAP" means generally accepted accounting principles in the United
States.

         "GN" means GN Holdings, Inc., a Delaware corporation (formerly named 
CCHP Delaware, Inc.).

                                       6


<PAGE>


         "GOVERNMENTAL AUTHORITY" means an entity, whether domestic or foreign,
exercising executive, legislative, judicial, regulatory or administrative
functions of government, including, but not limited to, agencies, departments,
boards, commissions, or other instrumentalities.

         "GRACE" means W. R. Grace & Co. -Conn., a Connecticut corporation.

         "GRACE ENTITY" means a member of the Grace Group.

         "GRACE EXECUTIVES" means, collectively, Larry Ellberger, John A.
McFarland, Paul McMahon and Bernd A. Schulte.

         "GRACE GROUP" means, collectively, Grace and its Subsidiaries
(excluding any CCS Entities).

         "HAZARDOUS SUBSTANCE" means any substance, compound, chemical or
element which is (a) defined as a hazardous substance, hazardous material, toxic
substance, hazardous waste, pollutant or contaminant under any Environmental
Law, (b) a petroleum hydrocarbon, including crude oil or any fraction thereof,
or (c) regulated pursuant to any Environmental Law.

         "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the rules and regulations thereunder.

         "INCOME TAX REGULATIONS" means the rules and regulations promulgated by
the Internal Revenue Service (the "IRS") pursuant to the Code.

         "INDEMNITEE" and "INDEMNITOR" have the meanings given such terms in
Section 14.05(a).

         "INTELLECTUAL PROPERTY" means Trade Secrets, patents and pending patent
applications, registered and unregistered trademarks, service marks, logos, and
copyrights, trade names and pending registrations and applications to register
or renew the registration of any of the

                                       7


<PAGE>


foregoing, technical data, processes, designs (including originals of all 
product drawings and product spec sheets), licenses, and other similar 
intellectual property rights material to the Business. For purposes of this 
definition, the term "Trade Secrets" means any information which (i) is used 
in a business, (ii) is not generally known to the public or to Persons who 
can obtain economic value from its disclosure, and (iii) is subject to 
reasonable efforts to maintain its secrecy or confidentiality; the term may 
include but is not limited to inventions, processes, know-how, formulas, 
computer programs and backup programs, whether for manufacturing or otherwise 
and whether in source code, object code or executable code and mask works 
which are not patented and are not protected by registration (E.G., under 
copyright or mask work laws); lists of customers, vendors, suppliers, and 
employees, and data related thereto; business plans and analyses; and 
financial data.

         "JOINT VENTURE AGREEMENT" means the Joint Venture Agreement dated May
31, 1996, as amended by the letter agreement dated the same date, between CCHP,
Grace, MRA and Nestor (then named Nestor-BNA plc) providing for the formation of
CCS.

         "KNOWLEDGE" means actual knowledge on the date of this Agreement or on
the Closing Date, as applicable, and in the case of the Sellers, their Knowledge
shall mean such knowledge of the Grace Executives after consultation with the
CCS Executives.

         "KPMG" means KPMG LLP.

         "LEASED REAL PROPERTY" means those parcels of leased real property used
in the business of CCS, excluding leases of living quarters for Field Staff, as
set forth in SCHEDULE 5.05.

                                       8


<PAGE>


         "LIEN" means any mortgage, pledge, hypothecation, security interest,
agreement to sell, option to buy, right of first refusal, title retention device
or other lien or encumbrance, including any of the foregoing arising under a
deed of trust or indenture.

         "LITIGATION EXPENSES" has the meaning given such term in Section 14.01.

         "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on the
business, assets, operations or condition (financial or other) of CCS.

         "MATERIAL CONTRACTS" has the meaning given such term in Section 5.10.

         "MATERIAL PERMITS" has the meaning given such term in Section 5.15.

         "MRA" means MRA Staffing Systems, Inc., a Delaware corporation.

         "NESTOR" means Nestor Healthcare Group plc, an English public limited
liability company (formerly known as Nestor-BNA plc).

         "NESTOR SHAREHOLDERS' APPROVAL" has the meaning given such term in
Section 13.01.

         "NOTICE CONDITION" has the meaning given such term in Section 14.05.

         "OTHER CONTRACTS" has the meaning given such term in Section 2.03.

         "PARTNERSHIP AGREEMENT" means the General Partnership Agreement of
Cross Country Staffing dated May 31, 1996, between CCHP and MRA, as amended by
the letter agreement dated the same date between CCHP, MRA, Grace and Nestor.

         "PENDING" has the meaning given such term in Section 5.07.

         "PERMITS" has the meaning given such term in Section 5.15.

         "PERMITTED LIENS" means (a) Liens for Taxes which are not due and
payable or which may thereafter be paid without penalty, or which are being
contested in good faith by appropriate proceedings; (b) mechanics',
materialmen's, workers', repairmen's, 

                                       9


<PAGE>


warehousemen's, carriers' and other similar Liens for amounts which are not 
yet due and payable, or which may be paid without penalty, or which are being 
contested in good faith by appropriate proceedings; and (c) any Liens which 
individually or in the aggregate will not have or will not reasonably be 
expected to have a Material Adverse Effect.

         "PERSON" means any individual, partnership, firm, trust, association,
corporation, joint venture, unincorporated organization, other business entity
or Governmental Authority.

         "PLAN" means any Employee Benefit Plan established, maintained,
sponsored, or contributed to by any CCS Entity on behalf of any employee,
director or partner of CCS who is an individual (whether current, former or
retired) or their beneficiaries, with respect to which any CCS Entity has any
current obligation on behalf of such individual.

         "PURCHASE PRICE" has the meaning given such term in Section 2.05.

         "PwC" means Pricewaterhouse Coopers LLP.

         "RETAINED ASSETS" means any CCS Entity's right, title and interest in
(1) cash and cash items, other than deposits with third parties, (2) records
relating solely to any of the Retained Liabilities, (3) Claims related to
Retained Liabilities, including, without limitation, rights to refunds and
credits of all Taxes that fall into the category of Retained Liabilities and (4)
those assets listed in EXHIBIT 1A.

         "RETAINED LIABILITIES" means (1) all liabilities and obligations of any
CCS Entity pertaining to all federal, state and local obligations (a) for income
Taxes for any period through and including the Closing Date, (b) under Section
1.1502-6 of the Income Tax Regulations (or any comparable provision of law or
regulation) resulting from the affiliation of any of the CCS Entities with any
other entity during any period through and including the Closing Date, (c) for

                                       10


<PAGE>


employment Taxes (including without limitation, withholding Taxes) caused by or
arising from any CCS Entity's practices with regard to meal and incidental
expense payments, lodging allowances or in-kind lodging to the extent that the
employment Tax obligation (i) relates to any period through and including, the
Closing Date or (ii) relates to any period after the Closing Date and results
from meal and incidental expense payments or lodging allowances paid, or in-kind
lodging provided, pursuant to contracts with Field Staff or mobile agreements
entered into on or prior to the Closing (but not including subsequent extensions
or renewals of such contracts) and (d) to make a payment resulting from a
failure to post a bond with respect to any of the obligations set forth in (a),
(b) or (c) above, (2) any liability or obligation of CCS arising out of any
agreement or arrangement with any CCS Parent, Grace or Nestor or any Affiliate
thereof, (3) any liability or obligation under any Employee Benefit Plan (other
than a CCS Plan) of any CCS Entity, Grace, Nestor or any entity, whether or not
incorporated, which is or was part of a controlled group or under common control
with any CCS Entity, Grace or Nestor or otherwise treated as a "single employer"
with any CCS Entity, Grace or Nestor within the meaning of Section 414(b), (c),
(m) or (o) of the Code or under Section 4001 of ERISA with respect to any
Employee Benefit Plan established, maintained, sponsored or contributed to by
any CCS Entity, Grace or Nestor or such entity, including, but not limited to
(i) liabilities for complete and partial withdrawals under any "multiemployer
plan" (as defined in Section 3(37) of ERISA) pursuant to Section 4203 or 4205 of
ERISA, respectively; (ii) liabilities to the Pension Benefit Guaranty
Corporation (including, without limitation, liabilities for premiums and
terminations); (iii) liabilities under Section 4980B of the Code or Part 6 of
Subtitle B of Title I of ERISA; and (iv) liabilities arising under Section 412
of the Code or 


                                       11


<PAGE>


Section 302(a)(2) of ERISA; (4) any liability or obligation, with respect to 
any CCS Plan that is an "employee benefit plan" (as defined by Section 3(3) 
of ERISA) that satisfies each of the following two conditions: such liability 
or obligation (i) is not incurred under the terms of such Plan (or the terms 
of other agreements related to such Plan, including, but not limited to, 
agreements or policies between any CCS Entity and an insurance company) and 
(ii) arises solely and exclusively as a result of such CCS Plan having been 
established, maintained, sponsored or contributed to by an entity that was 
part of a controlled group or under common control with Grace or Nestor or by 
any entity treated as a "single employer" with Grace or Nestor, within the 
meaning of Section 414(b), (c), (m) or (o) of the Code ; (5) any liability or 
obligation of CCS under the Joint Venture Agreement, Partnership Agreement, 
Shareholders Agreement or Credit Agreement, (6) any liability or obligation 
relating to the Retained Assets; and (7) those liabilities listed in EXHIBIT 
1B.

         "SCHEDULED CLOSING DATE" has the meaning given such term in Section
3.01.

         "SECURITIES ACT" has the meaning given such term in Section 5.21.

         "SELLERS" means collectively Grace and CCS.

         "SHAREHOLDERS AGREEMENT" means the Shareholders Agreement dated July
15, 1991, between GN, CCHP, Grace, and Robert L. Bok, Diane C. Bok, Kevin C.
Clark and Michelle F. Clark, as amended and supplemented by the Amendment to
Employment Agreement, Shareholders Agreement and Consulting Agreement dated as
of January 15, 1994, between CCHP and Kevin C. Clark, CCNU, Inc., AAM, Inc.,
Michelle F. Clark, Robert L. Bok, Diane C. Bok, GN and Grace, and the Agreement
dated as of February 9, 1996, between GN, CCHP, Grace, Robert L. Bok, Diane C.
Bok, Kevin C. Clark and Michelle F. Clark.

                                       12



<PAGE>

         "SUBSIDIARIES" of a party means any corporation or other organization,
whether incorporated or unincorporated, of which at least a majority of the
securities or interests having power to elect at least a majority of the board
of directors or other Person performing similar functions, or having power to
manage such organization, is directly or indirectly owned or controlled by such
party and/or one or more of its Subsidiaries.

         "SUPERIOR PROPOSAL" has the meaning given such term in Section 8.05.

         "TAX RETURN" means any return, declaration, report, claim for refund,
or information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.

         "TAXES" means all federal, state, county, local, foreign and other
taxes (including, without limitation, income, profits, premium, estimated,
excise, sales, use, occupancy, gross receipts, franchise, ad valorem, severance,
capital levy, production, transfer, withholding, employment and payroll related
and property taxes, import duties and other governmental charges and
assessments), whether attributable to statutory or nonstatutory rules and
whether or not measured in whole or in part by net income, and including,
without limitation, interest, additions to tax or interest, charges and
penalties with respect thereto.

         "THIRD PARTY CLAIMS" has the meaning given such term in Section 14.01.

         "TRANSACTION DOCUMENTS" means this Agreement and the transfer and
assumption documents to be executed at or before the Closing pursuant to Section
3.03.

         "TRANSFERRED EMPLOYEE" has the meaning given such term in Section
12.01.

         "VALUATION TIME" means 11:59 p.m. local time on the day immediately
preceding the Closing Date.

                                       13


<PAGE>


                                    ARTICLE 2

                                PURCHASE AND SALE

         2.01     SALE OF ASSETS; RETAINED ASSETS.

                  (a) On the Closing Date, CCS shall sell, assign, transfer and
deliver to Buyer, and Buyer shall purchase, acquire and accept from CCS, all
right, title and interest of CCS in and to ALL of the assets, rights and
properties of CCS other than the Retained Assets (collectively, the "ASSETS"),
including, without limitation:

                           (i) all of the machinery, furniture, leasehold 
         improvements and fixtures, and all other tangible assets owned by CCS
         or used in the Business;

                           (ii) the contracts and agreements of CCS (other than
         Other Contracts and contracts which are part of the Retained Assets)
         (the "ASSUMED CONTRACTS");

                           (iii) all of the Intellectual Property of CCS,
         including, without limitation, the items set forth on SCHEDULE 5.13(a)
         and the name "Cross Country Staffing";

                           (iv) the books, records and other data relating to 
         the Business;

                           (v) all of the accounts receivable of CCS;

                           (vi) all deposits and prepaid expenses of CCS as 
         well as CCS's rights under insurance policies covering the Assets or
         the Business (other than those rights under insurance policies listed
         on SCHEDULE 5.09(c));

                           (vii) the CCS Plans;

                           (viii) all right, title and interest of CCS in and to
         any and all Permits to the extent transferable or assignable;


                                       14


<PAGE>


                           (ix) all customer and supplier lists and related
         information of CCS as well as all existing advertising plans of any
         kind, sales literature and related items (including, without
         limitation, all art work and printers' plates presently in the
         possession of CCS' advertising agencies and printers); and

                           (x) all of the goodwill and other intangibles 
         pertaining or relating to the Business.

         2.02 ASSUMPTION OF LIABILITIES. At the Closing, Buyer shall assume 
all obligations and liabilities of CCS, other than the Retained Liabilities 
(the "ASSUMED LIABILITIES"), and no others.

         2.03 OTHER CONTRACTS. Anything contained in this Agreement to the 
contrary notwithstanding, this Agreement shall not constitute an agreement to 
assign or transfer any contract or agreement of CCS or any claim or right to 
any benefit arising thereunder, if an attempted assignment or transfer 
thereof, without the consent to such assignment or transfer by the other 
parties thereto, would constitute a breach thereof (the "OTHER CONTRACTS") . 
In each case in which consent of a third party is required for assignment or 
transfer of such Other Contract to Buyer, Buyer shall use its reasonable 
efforts to obtain, and Sellers agree to cooperate with Buyer in its efforts 
to obtain, such consent. If such consent is not obtained, Sellers and Buyer 
shall cooperate in any reasonable arrangements designed to provide for Buyer 
the benefits and relieve Sellers of the obligations under such Other Contract 
including, without limitation, CCS appointing Buyer as its subcontractor with 
respect to such Other Contract.

                                       15


<PAGE>


         2.04 NO ENCUMBRANCES. Seller hereby covenants that the sale, 
assignment, transfer and delivery of the Assets hereunder shall be made free 
and clear of all Liens, except Permitted Liens (for purposes of this Section 
2.04, Permitted Liens shall not include Liens for those Taxes which are 
included within the Retained Liabilities).

         2.05 CONSIDERATION. In consideration of the aforesaid sale, 
assignment, transfer and delivery of the Assets, Buyer shall at the Closing 
(i) pay to CCS $183,000,000 (the "CASH PURCHASE PRICE") by wire transfer to 
the Account and (ii) issue to CCS 75,396 Buyer Shares (the Cash Purchase 
Price, together with the shares in (ii) shall collectively be referred to as 
the "PURCHASE PRICE"). The Cash Purchase Price shall be subject to adjustment 
as set forth in Article 4. The parties agree that the value of the Buyer 
Shares is $6 million and that they will report consistently with such 
valuation on all Tax Returns.

         2.06 ALLOCATION OF PURCHASE PRICE. Prior to the Closing Date, the
parties hereto shall work together to establish a valuation of Grace's
non-competition agreement set forth in Section 16.02 and those non-competition
agreements assigned to Buyer pursuant to Section 8.07. Buyer shall pay any fees
and expenses of Ernst & Young LLP, retained to assist in establishing a
valuation of the non-competition agreements.

                                    ARTICLE 3

                                     CLOSING

         3.01 SCHEDULED CLOSING DATE. The "SCHEDULED CLOSING DATE" shall be 
July 30, 1999, or such other day as the parties may agree in an amendment to 
this Agreement executed and delivered in accordance with Section 19.05.

                                       16


<PAGE>


         3.02 TIME AND PLACE OF CLOSING, SIMULTANEITY. Subject to fulfillment 
or waiver of the conditions set forth in Articles 10 and 11, the Closing 
shall take place at 10:00 a.m. local time on the Scheduled Closing Date at 
the offices of Proskauer Rose LLP, 1585 Broadway, New York, New York, or as 
the parties otherwise shall mutually agree. All of the actions to be taken 
and documents to be executed and delivered at the Closing shall be deemed to 
be taken, executed and delivered simultaneously, and no such action, 
execution or delivery shall be effective until all actions to be taken and 
executions and deliveries to be effected at the Closing are complete.

         3.03 ACTIONS AT THE CLOSING. At the Closing, on the terms and 
subject to the conditions set forth in this Agreement:

         (a)      CCS will execute and deliver to Buyer bills of sale,
                  instruments of assignment and other instruments of transfer
                  for the Assets, in form reasonably satisfactory to Buyer;

         (b)      Buyer and each of Sellers will deliver to the other party all
                  other documents, instruments and writings required to be
                  delivered at or prior to the Closing Date pursuant to this
                  Agreement;

         (c)      Buyer will pay the Cash Purchase Price contemplated by Section
                  2.05 hereof;

         (d)      Buyer will deliver to CCS a certificate representing 75,396
                  Buyer Shares;

         (e)      Buyer will deliver to CCS an instrument or instruments in form
                  reasonably satisfactory to CCS by which Buyer shall assume the
                  Assumed Liabilities; and

         (f)      Each of Buyer and Sellers will deliver to the other such
                  certificates, opinions and other documents as are required by
                  Articles 10 and 11.


                                       17


<PAGE>


         3.04 FURTHER ASSURANCES. At any time and from time to time after the 
Closing, each of Sellers and Buyer shall execute and deliver, and cause to be 
executed and delivered, such other agreements, instruments and documents to 
effect, confirm or evidence the transactions contemplated by this Agreement 
as any other party hereto shall reasonably request consistent with the terms 
and conditions of this Agreement, and take, or cause to be taken, all such 
other actions, as such other party reasonably deems necessary or desirable to 
perfect, confirm or evidence the transactions contemplated by this Agreement. 
Each document of transfer or assumption executed and delivered pursuant to 
this Agreement shall be reasonably satisfactory in form and substance to 
Sellers and Buyer, but shall contain no terms, conditions, representations, 
warranties, covenants, agreements or indemnities either not provided by, or 
inconsistent with, the terms, conditions, representations, warranties, 
covenants, agreements or indemnities contained in this Agreement.

                                    ARTICLE 4

                             POST-CLOSING ADJUSTMENT

         4.01 CLOSING OF BOOKS. Sellers and Buyer shall cooperate to close 
the books and related accounting records of CCS as of the Valuation Time.

         4.02 COMPUTATION. The Closing Working Capital Amount shall be 
determined (in US dollars) on a going concern basis, in accordance with GAAP, 
applied on a basis consistent to the Financial Statements for 1998. In 
addition, the Closing Working Capital Amount shall be determined using the 
same account classifications, closing procedures and time schedules as those 
used in the preparation of the Financial Statements for 1998. The

                                       18


<PAGE>


parties hereto acknowledge that the use of the closing procedures used in the 
Financial Statements for 1998 shall not prevent the Buyer from objecting to 
the sufficiency of the amounts of accruals and allowances reported in the 
Closing Working Capital Amount. 

         4.03 CLOSING STATEMENT. Within 60 days following the Closing Date, 
Sellers shall deliver to Buyer a statement setting forth their determination 
of the Closing Working Capital Amount, together with a report of PwC (the 
"CLOSING STATEMENT") stating whether or not the Closing Working Capital 
Amount has been determined in accordance with the terms of this Agreement. 
Simultaneously with the delivery of the Closing Statement, Sellers shall 
deliver to Buyer a statement of the Base Working Capital Amount determined in 
accordance with the provisions of SCHEDULE 4.05. Upon and after delivery of 
the Closing Statement and the statement of the Base Working Capital Amount, 
upon Buyer's request, its independent accountants shall be given access to 
PwC's working papers and Grace's working papers to facilitate Buyer's review 
of the Closing Statement and the statement of the Base Working Capital 
Amount, respectively.

         4.04 ACCEPTANCE; NON-ACCEPTANCE; RESOLUTION.

                  (a) Buyer shall have 30 days after receipt of the Closing
Statement and the statement of the Base Working Capital Amount to advise Sellers
that Buyer disputes either of the working capital amounts. If Buyer fails to
provide such notice (which shall describe in reasonable detail the basis of the
objection and Buyer's proposed adjustments), then the Closing Working Capital
Amount shown on the Closing Statement and the Base Working Capital Amount shall
be final and binding on Sellers and Buyer. If Buyer provides notice that it
disputes either of the working capital amounts within such 30-day period, Buyer
and Sellers 

                                       19


<PAGE>


shall promptly endeavor to resolve such dispute through negotiation. If 
written agreement settling all disputes has not been reached through 
negotiation within 45 days after receipt by Sellers of Buyer's notice of 
dispute, then either Sellers or Buyer may, by notice to the other, submit the 
dispute for determination by binding arbitration to KPMG, which shall have 
sole and absolute discretion with respect to the resolution of such dispute 
(subject to the provisions of Section 4.04(c)). KPMG shall settle any 
disputes regarding either the Closing Working Capital Amount or the Base 
Working Capital Amount separately. The working capital amounts, as modified 
by KPMG, shall be final and binding upon the parties, and shall constitute 
the final working capital amounts.

                  (b) The fees and expenses of KPMG for any determination of the
Closing Working Capital Amount shall be shared as follows: Sellers shall bear
that portion thereof equal to the total amount of such fees and expenses
multiplied by a fraction, the denominator of which shall be the difference
between the Closing Working Capital Amount as finally proposed by Buyer and the
Closing Working Capital Amount as finally proposed by Sellers, and the numerator
of which shall be the difference between the Closing Working Capital Amount as
determined by KPMG and the Closing Working Capital Amount as proposed by
Sellers. Buyer shall bear the remainder of such fees and expenses. Buyer and
Sellers (treating the Sellers as a single entity for this purpose) each shall
pay 50% of the fees and expenses of KPMG for any determination of the Base
Working Capital Amount.

                  (c) KPMG shall not be authorized or permitted to (i) determine
any question or matter whatsoever under or in connection with this Agreement,
except the determination of what adjustments, if any, must be made to one or
more of the items reflected in the 

                                       20


<PAGE>


calculation of the Closing Working Capital Amount, (ii) modify the methods 
set forth in SCHEDULE 4.05 to calculate the Base Working Capital Amount, or 
(iii) determine working capital amounts that are not in the range between and 
including the final proposals of Sellers and Buyer. Nothing herein shall be 
construed to require KPMG to follow any rules or procedures of any 
arbitration association.

         4.05 POST-CLOSING ADJUSTMENT.

                  The Cash Purchase Price shall be increased by the amount, if
any, by which the finally determined Closing Working Capital Amount exceeds the
finally determined Base Working Capital Amount. The Cash Purchase Price shall be
decreased by an amount, if any, by which the finally determined Closing Working
Capital Amount is less than the finally determined Base Working Capital Amount.
Such adjusting payment shall be made not later than 15 calendar days after the
final determination of the working capital amounts. If the net amount of the
adjusting payment exceeds $100,000, interest shall accrue on the entire amount
of the net adjusting payment, from the Closing Date to the date of payment, at a
floating rate equal to the U.S. prime rate in effect from time to time during
the period from the Closing Date until the date of payment in full, as reported
by the Eastern Edition of THE WALL STREET JOURNAL.


                                       21


<PAGE>

                                    ARTICLE 5

                     SELLERS' REPRESENTATIONS AND WARRANTIES

         Sellers jointly and severally represent and warrant to Buyer as
follows:

         5.01 CORPORATE STATUS AND AUTHORITY, OWNERSHIP, ETC.


                                       22


<PAGE>

                  (a) STATUS AND AUTHORITY. CCS is a general partnership duly
formed and existing under the laws of the State of Delaware with full
partnership power and authority to own the Assets and to carry on the Business.
CCS is licensed or qualified to transact business and is in good standing as a
foreign entity in each jurisdiction set forth in SCHEDULE 5.01(a). Each of the
Sellers has all requisite power and authority to execute, deliver and perform
its obligations under this Agreement and the Transaction Documents to which it
is or will be a party. A true, correct and complete copy of the Partnership
Agreement has been made available to Buyer; such Partnership Agreement is in
full force and effect and has not been amended either orally or in writing since
the date thereof.

                  (b) CCS, CCHP AND MRA OWNERSHIP. CCHP is the owner of a 64%
partnership interest in CCS and MRA is the owner of a 36% partnership interest
in CCS. Grace indirectly owns at least 90% of the outstanding capital stock of
CCHP and, on the Closing, will own, directly or indirectly, all of the
outstanding capital stock of MRA. CCS owns no equity security or any other
equity interest of any Person.

         5.02 AUTHORIZATION. The execution and delivery by each of the 
Sellers of this Agreement and the Transaction Documents to which it is or 
will be a party, and its performance of its obligations hereunder and 
thereunder have been duly authorized by all required partnership action, in 
the case of CCS, or corporate action, in the case of Grace. No vote of the 
stockholders of Grace or GN is required for the execution, delivery and 
performance by the Sellers of this Agreement.

         5.03 EXECUTION AND DELIVERY. Each of the Sellers has duly and 
validly executed and delivered this Agreement and the Transaction Documents 
to which it is a party and which 

                                       23


<PAGE>


are being executed and delivered simultaneously with this Agreement; and this 
Agreement and such Transaction Documents are valid and binding obligations of 
such Seller, enforceable against such Seller in accordance with their 
respective terms, except as such enforceability may be limited by applicable 
bankruptcy, insolvency, reorganization, moratorium or other similar laws 
affecting the enforcement of creditors' rights generally and general 
principles of equity (whether or not considered in a proceeding at law or in 
equity). The remaining Transaction Documents to which a Seller will be a 
party, when executed and delivered at the Closing, will be duly and validly 
executed and delivered by such Seller, and upon such execution and delivery, 
will be valid and binding obligations of such Seller enforceable against such 
Seller in accordance with their respective terms, except as such 
enforceability may be limited by applicable bankruptcy, insolvency, 
reorganization, moratorium or other similar laws affecting the enforcement of 
creditors' rights generally and general principles of equity (whether or not 
considered in a proceeding at law or in equity).

         5.04 NO CONFLICT. Except as otherwise disclosed in SCHEDULE 5.04, 
the execution and delivery by each of the Sellers of this Agreement and the 
Transaction Documents to which it is or will be a party, and its performance 
of its obligations hereunder and thereunder, does not and will not: (i) 
violate any provision of the certificate of incorporation or by-laws of Grace 
or the Partnership Agreement; (ii) violate, result in a breach of or 
constitute a default (or an event which, with or without notice, lapse of 
time or both, would constitute a default) under or result in the invalidity 
of, or accelerate the performance required by or cause or give rise to any 
right of acceleration or termination of any right or obligation pursuant to 
any material agreement or contract to which either of the Sellers or any CCS 
Entity is a party or by which any of 

                                       24


<PAGE>


them (or any of their respective assets) is subject or bound; (iii) violate, 
or result in the creation of, or give any party the right to create, any Lien 
upon any of the Assets; (iv) violate, result in a breach of or constitute a 
default (or an event which, with or without notice, lapse of time or both, 
would constitute a default) under any judgment, decree, order or process of 
any court or Governmental Authority binding upon either of the Sellers, or 
any of their respective businesses or properties, including the Assets; (v) 
violate any statute, law or regulation applicable to either of the Sellers, 
or any of their respective businesses or properties, including the Assets; 
(vi) terminate or modify, or give any third party the right to terminate or 
modify, the provisions or terms of any Assumed Contract; or (vii) require 
either of the Sellers to obtain any authorization, consent, approval or 
waiver from, or to make any filing with, any Person (other than those 
obtained by Sellers prior to the Closing, which are in full force and effect 
at the Closing), except for such violations, breaches, defaults, Liens, 
modifications, terminations or failures to obtain consents which would not 
reasonably be expected to have a Material Adverse Effect.

         5.05 ASSETS.

                  SCHEDULE 5.05 sets forth a description of the Leased Real
Property, and any rights of third parties to occupy space at the leased
premises. CCS enjoys peaceful possession of all such property. Except as
specified in SCHEDULE 5.05 and except for leases of living quarters for Field
Staff, no real property is used in the Business. CCS does not own any real
property.


                                       25


<PAGE>

         5.06 FINANCIAL STATEMENTS.

                  (a) SCHEDULE 5.06(a) contains the balance sheet and related
statements of income and partners' capital and of cash flows of CCS at and for
the years ended December 31, 1998 and 1997, which have been audited and reported
upon by PwC (collectively, the "FINANCIAL STATEMENTS"). The Financial Statements
present fairly, in all material respects, the financial position of CCS at their
respective dates, and the result of its operation and its cash flows for the
years covered thereby, in conformity with GAAP consistently applied. Revenues of
not less than $58,800,000 have been earned, fairly stated and recorded by CCS
for the four-month period ended April 30, 1999, consistent with past practice
and CCS's policies with respect to revenue recognition.

                  (b) Except as set forth in SCHEDULE 5.06(b), no Seller nor any
officer, director or Affiliate of any Seller or any CCS Entity owns any
controlling interest in any corporation, partnership, firm, association or
business organization, entity or enterprise, which is a competitor, supplier or
customer of CCS and which relationship is material to the Business; owns, in
whole or in part, any property, asset or right used in connection with, and is
material to, the Business; has an interest in any Material Contract; or has any
contractual arrangements with CCS which are Material Contracts. Without limiting
the foregoing, SCHEDULE 5.06(c) sets forth all contracts, licenses, agreements,
commitments or other arrangements between any CCS Parent, member of the Grace
Group and CCS, whether written or oral, and whether express or implied, pursuant
to which such entity provides management, administrative, legal, financial,
accounting, data processing, insurance, technical support, or other services to
CCS which are material to the Business, or the use by CCS of any assets of such
entity, or pursuant 

                                     26


<PAGE>

to which rights, privileges or benefits are accorded to CCS which are 
material to the Business.

                  (c) Except for the Retained Liabilities, CCS has no
liabilities or obligations of any nature, whether absolute, accrued, contingent
or otherwise, except for (i) liabilities included or reflected in the Financial
Statements; (ii) liabilities disclosed in the Schedules to this Agreement; (iii)
liabilities incurred in the ordinary course of business subsequent to December
31, 1998 (the "BALANCE SHEET DATE"); or (iv) liabilities or performance
obligations arising in the ordinary course of business (and not as a result of a
breach or default by CCS) out of or under agreements, contracts, leases,
arrangements or commitments to which CCS is a party. Sellers have no Knowledge
of any basis for the assertion against CCS of any such liability.

         5.07 LITIGATION; INVESTIGATIONS.

                  (a) Except as set forth in SCHEDULE 5.07(a) AND EXCEPT WITH
RESPECT TO RETAINED LIABILITIES, there are no actions, suits or proceedings
Pending (which shall be defined as service of a written summons or complaint on
the Person in question) or, to the Knowledge of Sellers, threatened against CCS,
the CCS Parents, Sellers or the Plans (other than non-material notice claims for
benefits, and appeals of such claims), any trustee or fiduciary of the Plans or
any assets of any trust of the Plans which would reasonably be expected to have
a Material Adverse Effect.

                  (b) Except as set forth in the SCHEDULE 5.07(b) AND EXCEPT
WITH RESPECT TO RETAINED LIABILITIES, there are no Pending or, to the Knowledge
of Sellers, threatened 


                                     27


<PAGE>

governmental investigations of CCS, the CCS Parents, the Business, or the 
Plans which would reasonably be expected to have a Material Adverse Effect.

         5.08 ORDINARY COURSE OF BUSINESS. Except as set forth in SCHEDULE 
5.08 and except for such actions which would not reasonably be expected to 
have a Material Adverse Effect, since the Balance Sheet Date the Business has 
been conducted only in the ordinary and usual course consistent with past 
practice.

         5.09 INSURANCE. SCHEDULE 5.09(a) describes the insurance coverage 
maintained by or on behalf of CCS, the Business or the Assets. Except as set 
forth on SCHEDULE 5.09(b), no member of the Grace Group or any CCS Entity has 
received any written notice from, or on behalf of, any insurance carrier 
issuing to it those insurance policies which are among the Assumed Contracts 
to the effect that: (a) insurance rates will hereafter be substantially 
increased; (b) there will hereafter be no renewal of existing policies; or 
(c) material modification of any aspect of the Business will be required.

         5.10 CONTRACTS. SCHEDULE 5.10 lists all the contracts and agreements of
CCS that (i) (A) have a term of one year or more, (B) cannot be canceled by CCS
without penalty upon notice of one year or less and (C) under which CCS may
reasonably be expected to make expenditures or obtain receipts of $100,000 or
more or (ii) could reasonably be expected to impose a material restriction on
the conduct of the business of CCS (the agreements described in (i) and (ii)
above shall collectively be referred to as the "MATERIAL CONTRACTS"). CCS
heretofore has delivered or made available to Buyer complete copies of all such
Material Contracts as currently in effect. Each Material Contract is valid and
in full force and effect, and CCS is not in default thereunder.

                                     28


<PAGE>

         5.11 LABOR AND EMPLOYMENT. SCHEDULE 5.11(a) lists each collective
bargaining agreement between CCS and a labor union or similar organization
covering any employee of any CCS Entity and each individual employment or
consulting agreement that will remain in effect after the Closing covering any
employee or consultant of a CCS Entity. Except as set forth in SCHEDULE 5.11(b),
there is no labor strike, dispute, slowdown or stoppage actually Pending,
threatened against or affecting any CCS Entity which may have a Material Adverse
Effect; no CCS Entity has, during the twelve (12) month period prior to the date
hereof, experienced any work stoppage or other labor dispute which may have a
Material Adverse Effect.

         5.12 EMPLOYEE BENEFIT PLANS.

                  (a) Except as set forth in SCHEDULE 5.12(a), there are no
Plans, individually, that are expected to have liabilities in excess of $100,000
annually. With respect to each Plan, as applicable, accurate and complete (i)
copies of each written Plan (including all amendments thereto), (ii) copies of
related trust or funding agreements, (iii) copies of written summary plan
descriptions, (iv) copies of written summaries of material modifications, (v)
copies of the most recent annual reports and financial statements, (vi) copies
of the most recent determination letter from the IRS for each Plan intended to
qualify under Code Section 401(a) and (vii) written summary descriptions of each
unwritten Plan set forth in SCHEDULE 5.12(a), have been heretofore delivered or
made available to Buyer.

                  (b) No CCS Entity nor any of their respective predecessors,
has ever contributed to, contributes to, or has ever been required to contribute
to, any plan subject to Section 412 of the Code, Section 302 of ERISA or Title
IV of ERISA, including, without 

                                     29


<PAGE>

limitation, any "multiemployer plan" (within the meaning of Sections (3)(37) 
or 4001(a)(3) of ERISA or Section 414(f) of the Code), or any single employer 
pension plan (within the meaning of Section 4001(a)(15) of ERISA) which is 
subject to Sections 4063 and 4064 of ERISA.

                  (c) With respect to each of the Plans on SCHEDULE 5.12(a),
except as set forth on SCHEDULE 5.12(c) (i) all payments required to be made
prior to Closing by any Plan with respect to all periods through the date of the
Closing shall have been made; (ii) each Plan in form and in operation complies
in all material respects with applicable law, including, without limitation,
ERISA and the Code; (iii) no "prohibited transaction," within the meaning of
Section 4975 of the Code and Section 406 of ERISA which would reasonably be
expected to have a Material Adverse Effect, has occurred with respect to the
Plan (and the consummation of the transactions contemplated by this Agreement
will not constitute or directly or indirectly result in such a "prohibited
transaction"); and (iv) with respect to each Plan that is funded mostly or
partially through an insurance policy, no CCS Entity has any liability in the
nature of retroactive rate adjustment or loss sharing arrangement. The CCHP
401(k) Plan (the "401(k) PLAN") is the only CCS Plan intended to qualify under
Section 401(a) of the Code. The 401(k) Plan is a prototype plan. Nothing has
occurred since the inception of the 401(k) Plan, or is expected to occur through
the Closing Date, that would reasonably be expected to cause the loss of the
401(k) Plan's status as a plan qualified under Section 401 (a) of the Code. The
IRS has issued to the 401(k) Plan's prototype sponsor a favorable determination
letter that has been delivered to the Buyer.

                                     30


<PAGE>

                  (d) The consummation of the transactions specified in this 
Agreement will not give rise to any liability for severance pay, unemployment 
compensation, termination pay, or withdrawal liability, or accelerate the 
time of payment or vesting or increase the amount of compensation or benefits 
due to any employee, director or shareholder of any CCS Entity (whether 
current, former, or retired) or their beneficiaries under any Plan listed in 
SCHEDULE 5.12(a) solely by reason of such transactions. No CCS Entity 
maintains, contributes to, or in any way provides for any benefits of any 
kind whatsoever under an "employee welfare benefit plan" (as defined under 
Section 3(1) of ERISA) to any current or future retiree or terminee, other 
than under Section 4980B of the Code. Except as set forth in SCHEDULE 
5.12(d), no authorized officer, director, partner or employee of Grace, 
Nestor or any CCS Entity has made any promises or commitments to create any 
additional plan, agreement, or arrangement, or to modify or change any 
existing Plan listed on SCHEDULE 5.12(a) that would materially increase the 
liabilities associated with such Plan. Except for the provisions of 
applicable law (including, without limitation, applicable contract law), no 
event, condition, or circumstance exists that would prevent the amendment or 
termination of any Plan set forth in SCHEDULE 5.12(a).

         5.13 INTELLECTUAL PROPERTY. SCHEDULE 5.13(a) sets forth a list of all
patents and patent applications, registered trademarks and trademark
applications, registered service marks and service mark applications and
copyrights and copyright applications owned by CCS and used directly and
primarily in the Business. Except as set forth in SCHEDULE 5.13(b), CCS has not
granted any third party any license to use any of such items. The Intellectual
Property included in the Assets is the only Intellectual Property used directly
and 

                                     31


<PAGE>

primarily in the Business except for such Intellectual Property, the failure 
of which to be included in the Assets would not have a Material Adverse 
Effect. SCHEDULE 5.13(c) lists all Material Contracts under which CCS has a 
license from an unaffiliated Person to use the Intellectual Property in the 
Business. CCS heretofore has delivered or made available to Buyer complete 
copies of such Material Contracts as currently in effect.

         5.14 COMPLIANCE WITH LAWS. Except as set forth in SCHEDULE 5.14, CCS,
the CCS Parents and the Plans are in compliance with all federal, state, county,
local or foreign laws, statutes, ordinances, rules and regulations, the failure
to be in compliance with which would reasonably be expected to have a Material
Adverse Effect.

         5.15 PERMITS. CCS has duly obtained all permits, concessions, grants,
franchises, licenses and other governmental authorizations and approvals
(collectively, "PERMITS") necessary for the conduct of the Business, except for
such Permits the failure of which to have obtained would not reasonably be
expected to have a Material Adverse Effect (the "MATERIAL PERMITS"); each of the
Material Permits is listed in SCHEDULE 5.15 and is in full force and effect;
there are no proceedings Pending or, to the Knowledge of Sellers, threatened
which may result in the revocation, cancellation, suspension or modification of
any Material Permit.

         5.16 TAXES. Except with respect to Taxes which are included within the
Retained Liabilities and except as set forth in SCHEDULE 5.16: (a) each CCS
Entity has filed (or had filed on its behalf) with appropriate tax authorities
all Tax Returns required to be filed by it and has paid (or had paid on its
behalf) all Taxes due for all periods ending on or prior to the Closing Date;
(b) all amounts required to be withheld or collected by any CCS Entity from
customers or from or on behalf of employees for income, social security and
unemployment 

                                     32


<PAGE>

insurance Taxes have been collected or withheld and either paid to the 
appropriate governmental agency or set aside and, to the extent required by 
law, held in accounts for such purpose; (c) there are no Pending or 
threatened actions or proceedings by any applicable taxing authority for the 
assessment, collection, adjustment or deficiency of Taxes against any CCS 
Entity and there are no Pending or threatened Tax audits of any CCS Entity; 
(d) there are no outstanding agreements or waivers extending the statutory 
period of limitation applicable to any assessment of Tax or audit of any Tax 
Return of any CCS Entity for any period; and (e) no CCS Entity is a party to 
any agreement, contract, arrangement or plan that as a result of the 
transactions contemplated by this Agreement would result, separately or in 
the aggregate, in the payment on behalf of any CCS Entity of any "excess 
parachute payments" within the meaning of Section 280G of the Code.

         5.17 CUSTOMERS. Set forth in SCHEDULE 5.17 is a true and complete list
of the top two and fourth through tenth largest customers of CCS in order of
dollar amount of revenues during the last two fiscal years and for the period
from the end of the last fiscal year through April 30, 1999, showing the total
revenues in dollars from each such customer during each such period.

         5.18 YEAR 2000 COMPLIANCE. Based on representations and warranties made
by vendors to the CCS Entities, the computer systems (including all work
stations and other components) of CCS are year 2000 compliant, except for such
failures to be so compliant which would not reasonably be expected to have a
Material Adverse Effect.

         5.19 ENVIRONMENTAL MATTERS. All the operations of CCS comply and have
at all times complied with all applicable Environmental Laws and CCS has not
incurred any 


                                     33


<PAGE>

Environmental Liabilities, except as, singularly or in the aggregate, would 
not have a Material Adverse Effect.

         5.20 QUESTIONABLE PAYMENTS. No CCS Entity or any director, officer, 
agent, employee, or any other Person acting on behalf of a CCS Entity has, 
directly or indirectly, used any corporate funds for unlawful contributions, 
gifts, entertainment, or other unlawful expenses; made any unlawful payment 
to government officials or employees or to political parties or campaigns; 
established or maintained any unlawful fund of corporate monies or other 
assets; made or received any bribe, or any unlawful rebate, payoff, influence 
payment, kickback or other payment; given any favor or gift which is not 
deductible for federal income tax purposes; or made any bribe, kickback, or 
other payment of a similar or comparable nature, to any governmental or 
non-governmental Person, regardless of form, whether in money, property, or 
services, to obtain favorable treatment in securing business or to obtain 
special concessions, or to pay for favorable treatment for business or for 
special concessions secured, which such acts as described above, if 
discovered, would reasonably be expected to have a Material Adverse Effect.

         5.21 INVESTMENT INTENT. CCS represents that it is acquiring the Buyer
Shares for investment purposes and not with a view to the distribution thereof,
provided that the disposition of its property shall at all times be within its
control. Sellers acknowledge that the Buyer Shares have not been registered
under the Securities Act of 1933, as amended (the "SECURITIES ACT") and may be
resold only if registered pursuant to the provisions of the Securities Act or if
an exemption from registration is available, except under circumstances where
neither such registration nor such an exemption is required by law.


                                     34



<PAGE>

                                    ARTICLE 6

                      BUYER REPRESENTATIONS AND WARRANTIES

         Buyer represents and warrants to Sellers as follows:

         6.01 CORPORATE STATUS AND AUTHORITY. Buyer is a corporation duly 
organized and validly existing under the laws of Delaware. Buyer has full 
corporate power to enter into this Agreement and the Transaction Documents to 
which it is or will be a party and perform its obligations hereunder and 
thereunder.

         6.02 AUTHORIZATION. The execution and delivery by Buyer of this 
Agreement and the Transaction Documents to which it is or will be a party, 
and its performance of its obligations hereunder and thereunder, have been 
duly authorized by all required corporate action (including stockholder 
action).

         6.03 CAPITALIZATION. As of the date hereof, the authorized capital 
stock of Buyer consists of 2,000,000 Buyer Shares, of which, as of the 
Closing 1,000,000 shares (which includes those shares issued to CCS) will be 
issued and outstanding. Upon issuance of the Buyer Shares to CCS in 
connection with this Agreement, such Buyer Shares shall be validly issued and 
outstanding, fully paid and nonassessable, free of preemptive rights, and 
free and clear of all Liens, except for Liens resulting from actions of or on 
behalf of Sellers.

         6.04 EXECUTION AND DELIVERY. Buyer has duly and validly executed and 
delivered this Agreement and the Transaction Documents to which it is a party 
and which are being executed and delivered simultaneously with this 
Agreement; and, this Agreement and such Transaction Documents are valid and 
binding obligations of Buyer, enforceable against Buyer in accordance with 
their respective terms, except as such enforceability may be limited by 

                                     35


<PAGE>

applicable bankruptcy, insolvency, reorganization, moratorium or other 
similar laws affecting the enforcement of creditors' rights generally and 
general principles of equity (whether or not considered on a proceeding at 
law or in equity). The remaining Transaction Documents to which Buyer will be 
a party, when executed and delivered at the Closing, will be duly and validly 
executed and delivered by Buyer, and upon such execution and delivery, will 
be valid and binding obligations of Buyer, enforceable against Buyer in 
accordance with their respective terms, except as such enforceability may be 
limited by applicable bankruptcy, insolvency, reorganization, moratorium or 
other similar laws affecting the enforcement of creditors' rights generally 
and general principles of equity (whether or not considered on a proceeding 
at law or in equity).

         6.05 NO CONFLICT. The execution and delivery by Buyer of this 
Agreement and the Transaction Documents to which it is or will be a party, 
and its performance of its obligations hereunder and thereunder, does not and 
will not (a) conflict with its certificate of incorporation or by-laws; or 
(b) result in a breach of any of the provisions of, or constitute a default 
under, any judgment, order, decree, or agreement to which Buyer is bound, 
which breach or default would prevent Buyer from executing and delivering 
this Agreement or any Transaction Document to which it is or will be a party 
or performing its obligations hereunder or thereunder.

         6.06 SUFFICIENT FUNDS. Buyer will have on the Scheduled Closing Date 
sufficient funds to consummate the transactions contemplated by this 
Agreement to be performed by Buyer.

                                     36


<PAGE>


                                    ARTICLE 7

                               INVESTIGATION, ETC.

         7.01 INVESTIGATION, ETC. Buyer hereby acknowledges the following:

                  (a) Buyer has conducted its own investigation and has made its
own evaluation of the CCS Entities and the Business, Assets and Assumed
Liabilities. The scope of such investigation has been determined by Buyer. No
such investigation shall limit any representation or warranty of Sellers
contained herein.

                  (b) As part of its investigation, Buyer is being given certain
forecasts, projections and opinions prepared or furnished by or on behalf of
Sellers with respect to the Business (the "ADDITIONAL FINANCIAL INFORMATION").
Buyer has taken responsibility for evaluating the adequacy of the Additional
Financial Information. There are uncertainties inherent in attempting to make
projections and forecasts and formulate opinions; Buyer is familiar with such
uncertainties, and has taken such uncertainties into account in its evaluation
of the Additional Financial Information. Except for the representations and
warranties contained in Article 5 of this Agreement, neither of Sellers nor any
of their respective Affiliates shall have any liability of any kind to Buyer or
any other Buyer Entity, with respect to any of the Additional Financial
Information.

         7.02 NO ADDITIONAL REPRESENTATIONS. (a) Buyer hereby acknowledges 
that, except for the representations and warranties contained in Article 5 of 
this Agreement, no Seller nor any of its Affiliates is making any 
representation or warranty, express or implied, of any nature whatsoever with 
respect to the Business, Assets and Assumed Liabilities.

                                     37


<PAGE>


                  (b) Sellers hereby acknowledge that, except for the
representations and warranties contained in Article 6 of this Agreement, neither
Buyer nor any of its Affiliates is making any representation or warranty,
express or implied, of any nature whatsoever, in connection with the
transactions contemplated hereby.

                                    ARTICLE 8

                         COVENANTS OF SELLERS AND BUYER

         8.01 ACCESS AND INQUIRY. Between the date of this Agreement and the 
Closing, Sellers shall give Buyer reasonable access to the facilities of the 
CCS Group and Buyer will be permitted to contact and make reasonable inquiry 
of employees and customers of CCS regarding the Business, Assets and Assumed 
Liabilities. Sellers shall make available to Buyer all books, records, and 
other financial data and files of the CCS Entities. Buyer acknowledges that 
the terms of the Confidentiality Agreement shall apply to information 
obtained pursuant to this Section.

         8.02 BULK TRANSFER. The parties agree to waive compliance with any 
bulk transfer law applicable to any of the transactions contemplated hereby.

         8.03 HART-SCOTT-RODINO ACT. As soon as practicable after the date 
hereof, Sellers and Buyer will file or cause to be filed appropriate 
Notification and Report Forms under the HSR Act. Sellers and Buyer shall 
cooperate to coordinate such filings, and to make reasonable efforts to 
respond to any governmental request or inquiry with respect thereto.

         8.04 PERMITS. As soon as reasonably practicable after the date 
hereof, Buyer shall prepare and file or cause to be prepared and filed with 
the appropriate licensing and permitting authorities applications for the 
issuance to Buyer of all those Material Permits on 

                                     38


<PAGE>

SCHEDULE 5.15 that are not assignable or will be revoked, canceled, suspended 
or modified as a result of the transactions contemplated by this Agreement. 
Buyer shall use all reasonable efforts to secure such Material Permits. 
Sellers shall use all reasonable efforts requested by Buyer to assist Buyer 
in the preparation of such applications and the securing of such Material 
Permits.

         8.05 NO SOLICITATION, ETC. Sellers and the Covered Parties (as 
defined in the following sentence) shall immediately cease and terminate any 
existing solicitation, initiation, encouragement, activity, discussion or 
negotiation with any parties conducted heretofore by Sellers or the Covered 
Parties with respect to an Acquisition Proposal (as defined herein). From the 
date hereof, Sellers shall not, and shall not permit any of their respective 
Affiliates (including W.R. Grace & Co.) or any of the CCS Entities or any 
officer, director, employee or representative of any of them (collectively, 
the "COVERED PARTIES"), to directly or indirectly, solicit or initiate any 
inquiries or the making of any proposal which constitutes or may reasonably 
be expected to lead to an Acquisition Proposal from any Person, or engage in 
any discussion or negotiations relating thereto or accept any Acquisition 
Proposal; provided, however, that notwithstanding the foregoing, Sellers may 
at any time prior to the Closing: (i) engage in discussions or negotiations 
with a third party who (without any solicitation or initiation, directly or 
indirectly, by any of the Sellers or the Covered Parties after the date 
hereof) seeks to initiate such discussions or negotiations and may furnish 
such third party information concerning CCS and its business if (A) the third 
party has first made an unsolicited bona fide written Acquisition Proposal 
(so long as such proposal did not result from a breach of this Section 8.05) 
and Grace determines in good faith that to do so has a 

                                     39


<PAGE>

reasonable prospect of leading to an Acquisition Proposal that is superior to 
the transaction contemplated by this Agreement (taking into account all 
legal, financial and regulatory aspects of the proposal and the Person making 
such proposal), has a reasonable likelihood of being consummated and for 
which financing for the Acquisition Proposal has a reasonable prospect to be 
obtained (any such more favorable proposal, a "SUPERIOR PROPOSAL") and (B) 
prior to furnishing such information to or entering into discussions or 
negotiations with such Person, Grace (x) provides prompt notice to Buyer to 
the effect that it is planning to furnish information to or enter into 
discussions or negotiations with such Person and (y) receives or shall have 
received from such Person an executed confidentiality agreement or (ii) 
accept a Superior Proposal from a third party, provided Grace concurrently 
terminates this Agreement pursuant to Section 13.01(c) and immediately pays 
the Break-Up Fee set forth in Section 13.02(a). Sellers and the Covered 
Parties shall notify Buyer orally of the terms and conditions of any Superior 
Proposals and the identity of the Person making it within 24 hours of the 
receipt thereof. As used herein, "ACQUISITION PROPOSAL" shall mean a proposal 
to offer (other than by a member of the Buyer Group) to acquire by merger, 
reorganization, consolidation, purchase or otherwise any equity securities 
of, or partnership interest in, any CCS Entity or 15% or more of the assets 
of any CCS Entity.

         8.06 MRA SHARES. Grace shall acquire, directly or indirectly, from 
Nestor prior to Closing all of the outstanding capital stock of MRA (or such 
other entity as may be the partner of CCS); provided, however, that this 
Section shall be deemed void AB INITIO if this Agreement is terminated 
pursuant to Section 13.01 or because the conditions set forth in Article 11 
shall not have been satisfied.

                                     40


<PAGE>

         8.07 ASSIGNMENT OF NON-COMPETITION AGREEMENTS. Effective as of the 
Closing, each member of the Grace Group hereby assigns to Buyer all its 
rights under all non-competition agreements with respect to the Business to 
which it is a party. Each member of the Grace Group covenants that it shall 
not terminate or modify, or agree to terminate or modify, such agreements.

         8.08 FULFILLMENT OF CONDITIONS. Buyer and Sellers shall use their 
reasonable efforts to cause the conditions to Closing set forth in Articles 
10 and 11 to be fulfilled in a timely manner.

         8.09 NOTICES TO THIRD PARTIES. Buyer and Sellers shall cooperate to 
make all other filings and to give notice to all third parties that may 
reasonably be required to consummate the transactions contemplated by this 
Agreement.

         8.10 REASONABLE EFFORTS. In using reasonable efforts under Sections
8.03, 8.04, and 8.08, neither Grace, CCS, Buyer nor their respective Affiliates
shall be required to make any payment (other than for reasonable legal fees)
that it is not presently legally or contractually required to make, divest any
assets (including but not limited to the Assets), make any change in the conduct
of its business, accept any limitation on the future conduct of its business,
enter into any other agreement or arrangement with any Person that it is not
presently contractually required to enter into, accept any significant
modification in any existing agreement or arrangement, or agree to any of the
foregoing.

         8.11 LETTER REGARDING CONDITIONS. At the opening of business on the day
before the Closing Date, Buyer shall provide Sellers with a letter (a) stating
that as of that time, all the conditions set forth in Article 10 (other than the
conditions in Sections 10.06 and 10.07) have 

                                     41


<PAGE>

been satisfied, and that the forms of certificates and opinion required by 
Sections 10.06 and 10.07 are acceptable, or (b) specifying the conditions set 
forth in Article 10 that have not been satisfied. If, during the period from 
and after the delivery of such letter, Buyer determines that any condition 
set forth in Article 10 is no longer satisfied, Buyer shall not be obligated 
to cause the Closing to occur and shall have no liability to Sellers as a 
result of Buyer's delivery of such letter.

                                    ARTICLE 9

                    CONDUCT OF BUSINESS PRIOR TO THE CLOSING

         Sellers agree that except as otherwise contemplated by this Agreement
or consented to by Buyer, from the date of this Agreement until the Closing:

         9.01 OPERATION IN ORDINARY COURSE. Except as set forth in SCHEDULE 
9.01, the Business shall be conducted only in the ordinary course and 
consistent with past practice. 

         9.02 DISPOSITION OF ASSETS. CCS shall not sell, lease (as lessor), 
transfer, license (as licensor), or otherwise dispose of, any of the Assets 
except the Retained Assets, other than in the ordinary course of business.

         9.03 ASSUMED CONTRACTS. CCS shall not terminate or enter into any 
Material Contract.

         9.04 RELATIONS WITH CUSTOMERS AND SUPPLIERS. CCS shall use all 
reasonable efforts to preserve its relations with customers and suppliers.

                                     42


<PAGE>

                                   ARTICLE 10

                   CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS

         All obligations of Buyer under this Agreement are subject, at Buyer's
option, to the fulfillment prior to or at the Closing, of each of the following
conditions.

         10.01 ACCURACY OF REPRESENTATIONS AND WARRANTIES. Each and every 
representation and warranty of Sellers under this Agreement shall be true and 
accurate in all material respects.

         10.02 PERFORMANCE OF COVENANTS AND AGREEMENTS. Sellers shall have 
performed, in all material respects, all of the covenants and agreements 
required to be performed by them at or prior to the Closing pursuant to this 
Agreement.

         10.03 HART-SCOTT-RODINO ACT. All waiting periods under the HSR Act 
applicable to the transactions contemplated by this Agreement shall have 
expired, by passage of time or by valid termination by the FTC or the DOJ; no 
representative or member of the staff of either the FTC or the DOJ shall be 
taking the position that any such waiting period has not expired for any 
reason; and no representative or member of the staff of either the FTC or the 
DOJ shall have requested a delay of the Closing for a period which has not 
expired, which request has not been withdrawn.

         10.04 PERMITS, CONSENTS, ETC.

                    (a) There shall be no Material Permits, consents, or
declarations to or filings with, any Governmental Authority required in
connection with the transactions contemplated by this Agreement and the
Transaction Documents that have not been accomplished 

                                     43


<PAGE>

or obtained, the failure to have accomplished or obtained would reasonably be 
expected to have a Material Adverse Effect.

                    (b) The non-governmental third party consents set forth on
SCHEDULE 10.04(b) shall have been obtained at or prior to the Closing.

         10.05 LITIGATION. No action, suit or proceeding by any third person 
(including, without limitation, any Governmental Authority) shall have been 
instituted (and remain Pending on the date of the Closing) against Grace, any 
CCS Entity or Buyer Entity that questions, or reasonably could be expected to 
lead to subsequent questioning of, the validity or legality of this Agreement 
or the transactions contemplated by this Agreement or seeks damages against 
any Buyer Entity or CCS Entity or injunctive relief in connection therewith.

         10.06 CERTIFICATES OF SELLERS. (a) Each Seller shall have delivered 
to Buyer its certificate, dated the Closing Date, signed by such Seller or 
its Chief Executive Officer or President or any of its Vice Presidents, 
certifying that: (i) each and every representation and warranty made by it 
under this Agreement is true and accurate in all material respects as of the 
Closing; and (ii) such Seller has performed, in all material respects, at or 
prior to the Closing all of the covenants and agreements required to be 
performed by it at or prior to the Closing pursuant to this Agreement.

                    (b) On or before the Closing Date, Sellers may deliver to
Buyer one or more proposed amendments to the Schedules to reflect any
information not included in the original Schedules. If Buyer accepts in writing
(which acceptance or rejection shall be in Buyer's sole and absolute discretion)
such amendments to the Schedules and/or the certificates described in clause (a)
containing exceptions, and proceeds with the Closing, then 


                                     44


<PAGE>

Buyer shall be deemed to have waived any rights against Sellers with respect 
to any misrepresentation or breach of warranty disclosed in such amendments 
or exceptions.

         10.07 OPINION OF SELLERS' COUNSEL. Sellers shall have delivered to 
Buyer an opinion of Grace's General Counsel, dated the Closing Date, in the 
form of Exhibit 10.07. 

         10.08 MATERIAL ADVERSE CHANGE. No material adverse change shall have 
occurred since the Balance Sheet Date in the business, assets, operations, 
prospects or condition (financial or other) of CCS.

         10.09 LANDLORD CONSENT/ESTOPPEL LETTERS. Sellers shall provide Buyer 
with an estoppel letter reasonably satisfactory to Buyer dated within five 
Business Days of the Closing Date from each of the lessors of Leased Real 
Property confirming the effectiveness of the applicable lease and the absence 
of any default thereunder and, for the property in Boca Raton, FL, consenting 
to the transactions contemplated by this Agreement.

                                   ARTICLE 11

                  CONDITIONS PRECEDENT TO SELLERS' OBLIGATIONS

         All obligations of Sellers under this Agreement are subject to the
fulfillment prior to or at the Closing, of each of the following conditions.

         11.01 ACCURACY OF REPRESENTATIONS AND WARRANTIES. Each and every 
representation and warranty of Buyer under this Agreement shall be true and 
accurate in all material respects as of the Closing.

         11.02 PERFORMANCE OF COVENANTS AND AGREEMENTS. Buyer shall have 
performed, in all material respects, all of the covenants and agreements 
required to be performed by Buyer at or prior to the Closing pursuant to this 
Agreement.

                                     45


<PAGE>


         11.03 HART-SCOTT-RODINO ACT. All waiting periods under the HSR Act 
applicable to the transactions contemplated by this Agreement shall have 
expired, by passage of time or by valid termination by the FTC or the DOJ; no 
representative or member of the staff of either the FTC or the DOJ shall be 
taking the position that any such waiting period has not expired for any 
reason and no representative or member of the staff of either the FTC or the 
DOJ shall have requested a delay of the Closing for a period which has not 
expired, which request has not been withdrawn.

         11.04 LITIGATION. No action, suit or proceeding by any third person 
(including, without limitation, any Governmental Authority) shall have been 
instituted (and remain Pending on the date of the Closing) against Grace or 
any CCS Entity that questions, or reasonably could be expected to lead to 
subsequent questioning of, the validity or legality of this Agreement or the 
transactions contemplated by this Agreement or seeks damages from either 
Seller or its respective Affiliates or injunctive relief in connection 
therewith.

         11.05 CERTIFICATE OF BUYER. Buyer shall have delivered to Sellers a 
certificate of Buyer, dated the Closing Date, signed by its Chief Executive 
Officer or President or any of its Vice Presidents, certifying that: (i) each 
and every representation and warranty made by it under this Agreement is true 
and accurate in all material respects as of the Closing; and (ii) Buyer has 
performed, in all material respects, at or prior to the Closing all of the 
covenants and agreements required to be performed by it at or prior to the 
Closing pursuant to this Agreement.

                                     46


<PAGE>


         11.06 OPINION OF BUYER'S COUNSEL. Buyer shall have delivered to Sellers
an opinion of Proskauer Rose LLP, counsel to Buyer, dated the Closing Date, in
the form of Exhibit 11.06.


                                   ARTICLE 12

                                EMPLOYEE MATTERS

         12.01 EMPLOYMENT. Prior to the Closing Date, Buyer shall make an 
offer of employment to each employee who is actively employed by CCS on the 
Closing Date (each a "TRANSFERRED EMPLOYEE"); provided, however, that any 
such offer of employment shall be contingent on the consummation of the 
Closing. Sellers consent to Buyer contacting such employees with respect to 
the desire of such employees to enter the employ of Buyer. Notwithstanding 
the foregoing, nothing herein shall be construed as to prevent Buyer from 
terminating the employment of any Transferred Employee at any time after the 
Closing Date for any reason (or no reason). Sellers shall deliver to Buyer as 
of the Closing Date all personnel files relating to Transferred Employees.

         12.02 ASSUMED CCS PLANS. On the Closing Date, Buyer shall assume all 
assets and liabilities under each of the CCS Plans and Sellers and Buyer 
shall take all action as may be necessary or appropriate to establish Buyer 
as the successor as to all rights, duties, assets and liabilities under, or 
with respect to, the CCS Plans so assumed. Notwithstanding the foregoing, 
Buyer shall have the right (consistent with applicable law) to continue, 
terminate, merge or make changes or cause changes to be made in any CCS Plan 
or in any compensation, benefits and other terms of employment of any 
Transferred Employee.

                                     47


<PAGE>

                                   ARTICLE 13

                                   TERMINATION

         13.01 RIGHTS TO TERMINATE.

                    (a) This Agreement may be terminated at any time prior to 
the Closing by written agreement of Sellers and Buyer.

                    (b) If for any reason the Closing shall not take place on
the Scheduled Closing Date (as it may be postponed by an amendment to this
Agreement executed in accordance with Section 19.05) or within ten Business Days
thereafter, then either Grace or Buyer may terminate this Agreement at any time
thereafter.

                    (c) This Agreement may be terminated by Sellers at any time
prior to the Closing by written notice to Buyer if Grace determines that an
Acquisition Proposal constitutes a Superior Proposal pursuant to the provisions
of Section 8.05 herein.

                    (d) This Agreement may be terminated at any time prior to
the Closing by Sellers or Buyer if:

                             (i) Nestor shall not have received, by the 
Scheduled Closing Date, the approval of the sale of Nestor's interest in CCS to
Grace from the holders of the ordinary shares of Nestor by a simple majority of
the votes cast at an extraordinary general meeting (the "NESTOR SHAREHOLDERS'
APPROVAL"); or

                             (ii) an action, suit or proceeding by a third 
person (including, without limitation, any Governmental Authority) has been
instituted (and remains Pending on the date of the Closing) against Nestor or
any of its Subsidiaries that questions or reasonably could be expected to lead
to subsequent questioning of, the legality of the sale of Nestor's interest 

                                       48


<PAGE>

in CCS to Grace or seeks damages against Nestor or any of its Subsidiaries or 
injunctive relief in connection therewith.

         13.02 CONSEQUENCES OF TERMINATION.

                    (a) The termination of this Agreement shall not affect a
party's obligation to the other parties hereto (and all related Persons) for any
prior breach of any covenant or agreement contained in this Agreement, except
that upon termination of this Agreement in accordance with: (i) any of the
provisions of Section 13.01, the parties (and all related Persons) shall be
released from any and all liability for breach of any of the representations and
warranties contained in Articles 5 and 6 of this Agreement, (ii) Section
13.01(c), Sellers shall pay to Buyer an aggregate fee of $6 million plus actual
third party expenses of Buyer, not in excess of $900,000, relating to the
transactions contemplated by this Agreement (including, without limitation, fees
and expenses of Buyer's counsel and counsel to Buyer's lenders) (the "BUYER'-
EXPENSES" and together with the $6 million fee, the "BREAK-UP FEE"), and (iii)
Section 13.01(d)(i), Sellers shall pay to Buyer the amount of Buyer's Expenses;
PROVIDED, HOWEVER, that if Sellers accept a Superior Proposal within 12 months
from the date of termination of this Agreement pursuant to Section 13.01(d)(i),
Sellers shall pay to Buyer the Break-Up Fee (less the amount of the Buyer's
Expenses previously paid). Termination of this Agreement pursuant to Section
13.01(c) shall not be effective until the Break-Up Fee has been paid.

         (b) In the event of termination of this Agreement pursuant to Section
13.01 by either Sellers or Buyer, Sections 13.02, 17.01 and 17.02 shall survive
any such termination.

                                       49


<PAGE>

                                   ARTICLE 14

                                 INDEMNIFICATION

         14.01 DEFINITIONS.

                    (a) "Claim" means any claim, demand, suit, action or 
proceeding.

                    (b) "Damages" means any and all penalties, fines, damages,
liabilities, losses, costs or expenses (including reasonable Litigation
Expenses).

                    (c) "Direct Claims" means Claims other than Third Party 
Claims.

                    (d) "Litigation Expenses" means attorneys' fees and other
costs and expenses incident to investigations or proceedings respecting, or the
prosecution or defense of, a Claim.

                    (e) "Third Party Claims" means any and all Claims by any
Person, other than any Grace Entity, CCS Entity or Buyer, which could give rise
to a right of indemnification under this Article.

         14.02 SELLERS' INDEMNIFICATION.

                    (a) Subject to the terms and limitations of this Article,
each of the Sellers shall severally and jointly indemnify Buyer and the other
Buyer Entities against any Damages which are caused by or arise out of: (i) the
failure to perform or fulfill any covenant or agreement to be performed or
fulfilled by the Sellers under this Agreement or any of the Transaction
Documents, (ii) any inaccuracy in any representation or breach of any warranty
made by the Sellers in Article 5, (iii) the failure to comply with any
applicable bulk transfer law, or (iv) the Retained Liabilities.

                                       50


<PAGE>


                    (b) The representations and warranties set forth in Article
5 shall survive the Closing; PROVIDED, HOWEVER, that (i) the representations and
warranties set forth in Sections 5.01 through 5.03 and Sections 5.12 and 5.16
shall expire and be of no further force or effect upon the expiration of the
statute of limitations applicable to the relevant Claim and (ii) the
representations and warranties set forth in Sections 5.04 and subsequent
Sections of Article 5 (other than Sections 5.12 and 5.16) shall expire and be of
no further force and effect 12 months after the Closing Date, except in both
cases, with respect to Claims which Buyer or other Buyer Entities have
previously asserted in writing against Sellers describing the nature of such
Claims with reasonable specificity, such representation or warranty shall not
expire until the Claims are finally resolved.

                    (c) Any indemnification payment under this Section shall 
be treated as a reduction of the Purchase Price.

         14.03 BUYER'S INDEMNIFICATION.

                    (a) Subject to the terms and limitations of this Article,
Buyer shall indemnify Sellers and the other Grace Entities against any Damages
which are caused by or arise out of (i) the failure to perform or fulfill any
covenant or agreement to be performed or fulfilled by Buyer under this Agreement
or any of the Transaction Documents, (ii) any inaccuracy in any representation
or breach of any warranty made by Buyer in Article 6 or (iii) the Assumed
Liabilities.

                    (b) The representations and warranties set forth in Article
6 shall survive the Closing; PROVIDED, HOWEVER, that the representations and
warranties set forth in Sections 6.01 through 6.05 shall expire and be of no
further force or effect upon the expiration of the 

                                       51


<PAGE>

statute of limitations applicable to the relevant Claim, except with respect 
to Claims which Sellers or other Grace Entities have previously asserted in 
writing against Buyer describing the nature of such Claims with reasonable 
specificity, such representation or warranty shall not expire until the 
Claims are finally resolved.

         14.04 LIMITATIONS WITH RESPECT TO CERTAIN CLAIMS.

                    (a) No Buyer Entity may assert any Claim for indemnification
(collectively, "BUYERS' CLAIMS"), with respect to the breach of any
representation or warranty made in Section 5.04 or subsequent Sections of
Article 5, unless (i) Buyers' Claims give rise to Damages, which individually or
together with all other related Buyers' Claims exceed $25,000, and (ii) unless
and until the aggregate amount of such Buyers' Claims assertable under clause
(i) shall exceed $1,000,000, and then only with respect to the excess of such
aggregate Buyers' Claims over said $1,000,000.

                    (b) In no event shall the aggregate amount of the Sellers'
indemnification obligations under Sections 14.02(a)(i) and 14.02(a)(ii) of this
Agreement exceed the Purchase Price. In no event shall the aggregate amount of
Buyer's indemnification obligations under Sections 14.03(a)(i) and 14.03(a)(ii)
of this Agreement exceed the Purchase Price.

                    (c) The dollar thresholds set forth in this Section have
been negotiated for the special purpose of the provision to which they relate,
and are not to be taken as evidence of the level of "materiality" for purposes
of any statutory or common law which may be applicable to the transactions
contemplated by this Agreement under which a level of materiality might be an
issue.

                                       52


<PAGE>


                    (d) The limitations set forth in Sections 14.04(a) and
14.04(b) shall not apply to any other claims for indemnification under this
Agreement.

         14.05 DEFENSE OF THIRD PARTY CLAIMS.

                    (a) If any Person intends to seek indemnification under this
Agreement for a Third Party Claim, or to have a Third Party Claim taken into
account for purposes of the dollar thresholds of Section 14.04, such Person (an
"INDEMNITEE" with respect to such Third Party Claim) shall notify the Persons
from whom it intends to seek such indemnification or request the taking into
account of such Claim (the "INDEMNITORS" with respect to such Third Party Claim)
in writing as soon as reasonably practicable after learning of such Third Party
Claim. It shall be a necessary condition of any Claim by any Indemnitee for
indemnification with respect to any Third Party Claim, or for such Third Party
Claim to be taken into account for purposes of the dollar thresholds under
Section 14.04, that such lndemnitee notify the Indemnitors prior to the time
when the Indemnitors' ability to contest the Third Party Claim would be
materially impaired by lack of notice (the "NOTICE CONDITION"). If the Notice
Condition is not met with respect to a Third Party Claim, then the lndemnitees
shall be deemed to have waived their rights to indemnification or payment with
respect to such Third Party Claim to the extent the Indemnitor's ability to
contest such Third Party Claim has been impaired by such lack of notice.

                    (b) Except as otherwise provided in subsection (c) of this
Section, the lndemnitors may undertake the defense of a Third Party Claim of
which the Indemnitees have notified the Indemnitors, by notice to the
Indemnitees not later than 30 calendar days after receipt by the lndemnitors of
Indemnitees' notice of the claim. Failure on the part of the 

                                       53


<PAGE>

Indemnitors to so notify the lndemnitees that they will undertake such 
defense shall be deemed to be a waiver of the lndemnitors' right to undertake 
such defense. If the Indemnitors undertake the defense of any Third Party 
Claim, they shall control the investigation and defense thereof, except that 
the Indemnitors shall not require any Indemnitee, without its prior written 
consent, to take or refrain from taking any action in connection with such 
Third Party Claim, or make any public statement, which such lndemnitee 
reasonably considers to be against its interest, nor shall the Indemnitors, 
without the prior written consent of the Indemnitees, consent to any 
settlement that does not consist solely of the payment of money by the 
Indemnitors (or by the Indemnitees if the thresholds in Section 14.04 have 
not yet been satisfied) and an unconditional release of the Indemnitees; and 
subject to the Indemnitors' control rights, the Indemnitees may participate 
in such investigation and defense, at their own expense. If the Indemnitors 
do not undertake the defense of a Third Party Claim, then except as otherwise 
provided in subsection (c) of this Section, the lndemnitees shall control 
such investigation and defense, except that the Indemnitees shall not require 
any Indemnitor, without its prior written consent, to take or refrain from 
taking any action in connection with such Third Party Claim, or make any 
public statement, which such lndemnitor reasonably considers to be against 
its interest; with respect to any Third Party Claim for which Indemnitors 
have agreed to assume the liability but have not undertaken the defense, no 
Indemnitee shall consent to any settlement of such Third Party Claim without 
the prior written consent of the Indemnitors which consent will not be 
unreasonably withheld; and subject to the lndemnitees' control rights, the 
Indemnitors may participate in such investigation and defense, at their own 
expense.

                                       54


<PAGE>

                    (c) If there is a material conflict of interest between the
Indemnitors and the Indemnitees with respect to a Third Party Claim, neither
group shall be entitled to assume the defense thereof. In that event the
Indemnitors and the Indemnitees each shall be entitled to conduct their own
respective investigations and defenses, but they shall cooperate to conduct such
investigation and defense as efficiently as possible. If the Indemnitors are
required to indemnify the lndemnitees with respect to such Third Party Claim,
they shall pay the reasonable attorneys' fees and expenses of one individual or
firm representing the Indemnitees and one local counsel in each relevant
jurisdiction with respect thereto.

                    (d) Buyer and Sellers shall make available to each other,
their counsel and other representatives, all information and documents
reasonably available to them which relate to any Third Party Claim or any Tax
liability which is a Retained Liability, and otherwise cooperate as may
reasonably be required in connection with the investigation and defense thereof.
Grace shall have sole authority to conduct the defense on behalf of the CCS
Entities of any IRS audit of the CCS Entities' meals and incidentals program for
all Tax years ending on or prior to Closing. Buyer shall cooperate in providing
reasonable assistance to Grace, at no cost to Buyer, in the defense thereof.
Grace shall retain exclusive authority to settle any such audit on terms and
conditions as Grace may determine.

         14.06 PUNITIVE DAMAGES. No party to this Agreement, nor any other Grace
Entity, CCS Entity or Buyer Entity, shall seek or be entitled to punitive
Damages with respect to any Direct Claim, nor shall it accept payment of any
award or judgment for such Direct Claim to the extent that such award or
judgment includes such punitive Damages.


                                       55


<PAGE>

                                   ARTICLE 15

                         COOPERATION IN VARIOUS MATTERS

         15.01 MUTUAL COOPERATION.

                    After the Closing, Sellers and Buyer shall cooperate with
each other as reasonably requested between them in connection with the
prosecution or defense of any claims or other matters relating to the Business
or the Assets. Such cooperation shall include the furnishing of testimony and
other evidence, permitting access to employees, and providing information
regarding the whereabouts of former employees.

         15.02 PRESERVATION OF SELLERS' FILES AND RECORDS. For a period of 
six years after the Closing, Sellers shall, and shall cause their respective 
Subsidiaries to, preserve all files and records in their possession relating 
directly and primarily to CCS and its business, allow the Buyer Group access 
to such files and records and the right to make copies and extracts therefrom 
at any time during normal business hours, and not dispose of any thereof, 
except that at any time after the Closing, either Seller may, but shall not 
be required to, give Buyer written notice of its intention to dispose of any 
records that are more than six years old, specifying the items to be disposed 
of in reasonable detail. Any Buyer Entity may, within a period of sixty days 
after receipt of any such notice, notify such Seller of the Buyer Group's 
desire to retain one or more of the items to be disposed of. Such Seller 
shall, upon receipt of such a notice from the Buyer Group, deliver such items 
as reasonably requested, at the Buyer Group's expense.

                                       56



<PAGE>

                                   ARTICLE 16

                              POST-CLOSING MATTERS

         16.01 INFORMATION FOR REPORTS. At the reasonable request of Sellers, 
Buyer shall provide to Sellers on a timely basis, in such form as Sellers may 
reasonably request, such information relating to CCS and the Business for 
periods ending on or prior to the Closing Date as Sellers may require in 
order to enable it to prepare financial, Tax and other reports and statements 
for such periods.

         16.02 COVENANT NOT TO COMPETE. Grace agrees with respect to all 
Grace Entities that for a period of three (3) years after the Closing Date, 
no such entity shall engage directly or indirectly, anywhere in the United 
States, in the business of providing health care professionals to hospitals 
and other health care facilities on a temporary or short-term basis; PROVIDED 
that the foregoing shall not apply to provision of such services by a 
business acquired by a Grace Entity after the Closing Date if, in the year 
prior to such acquisition, its net sales of such services were less than 20% 
of the net sales of the entire acquired business. A Grace Entity may also 
acquire a business that exceeds the threshold set forth in the immediately 
preceding sentence; PROVIDED that the entity divests the unit of such 
business providing such services within one year after its acquisition; and 
PROVIDED, FURTHER, that if the entity shall not have effected such 
divestiture within one year after acquisition despite its reasonably diligent 
efforts, Buyer shall grant the entity reasonable extension of the divestiture 
period not to exceed six months. If the entity proposes to sell the unit of 
the acquired business that provides such services, it shall notify Buyer and 
give Buyer the opportunity to participate 

                                       57


<PAGE>

in the bidding or other process for the sale of such unit on a basis 
substantially equal to other interested parties.

         16.03 CONFIDENTIALITY AGREEMENTS. Each of the Sellers hereby agrees 
to assign their respective rights to those certain confidentiality agreements 
with Persons who had been previously solicited to acquire the Business. Such 
confidentiality agreements shall be among the Assumed Contracts. To the 
extent that such agreements may not be assigned to Buyer, Sellers agree to 
take all reasonable actions requested by Buyer to enforce such agreements, 
including the commencement of litigation. Buyer agrees to pay all third party 
costs and expenses incurred by Sellers in enforcing such agreements, and to 
indemnify and hold harmless Sellers against any Damages arising out of such 
enforcement activities.

         16.04 INSURANCE. Buyer shall have no rights under any of the 
insurance policies maintained by any Seller or Grace Entity on behalf of the 
CCS Group or its business or assets with respect to events or occurrences 
after 11:59 p.m. local time on the Closing Date (the "CUT-OFF TIME"), or 
under any of the claims made policies included in such policies with respect 
to claims not made before the Cut-Off Time, and any amounts received with 
respect to such policies shall be promptly paid over to the relevant Person. 
With respect to rights and claims related to events or occurrences prior to 
the Cut-Off Time under such policies or the policies on SCHEDULE 5.09(a), 
Buyer shall be entitled to all rights under such insurance policies. In 
addition, Sellers agree to take all reasonable actions requested by Buyer to 
provide Buyer the rights set forth in the immediately proceeding sentence and 
Buyer shall be responsible for the making and administration of any claims, 
and Sellers shall provide such cooperation as Buyer may reasonably request in 
connection therewith. Any amounts 

                                       58


<PAGE>

received with respect to such policies shall be promptly paid over to Buyer. 
All rights of Buyer with respect to such policies shall be subject to the 
terms and conditions of the policies included therein.

         16.05 USE OF "CROSS COUNTRY" NAME. As soon as practicable after the 
Closing, Sellers shall use their reasonable efforts to change the name of CCS 
to a name that does not include any of the words "Cross Country Staffing."

                                   ARTICLE 17

                                    EXPENSES

         17.01 BUYER'S EXPENSES. Buyer shall pay and indemnify Sellers 
against all expenses incurred by or on behalf of Buyer in connection with the 
preparation, authorization, execution and performance of this Agreement and 
the transactions contemplated hereby, including, but not limited to, all fees 
and expenses of Buyer's brokers, finders, agents, representatives, counsel 
and accountants.

         17.02 SELLERS' EXPENSES. Each Seller shall pay or cause to be paid 
and indemnify Buyer against all expenses incurred by or on behalf of it, or 
by or on behalf of its Affiliate, in connection with the preparation, 
authorization, execution and performance of this Agreement and the 
transactions contemplated hereby, including, but not limited to, all fees and 
expenses of CS First Boston and all fees and expenses of brokers, finders, 
agents, representatives, counsel and accountants of the Sellers and their 
respective Affiliates and CCS.

         17.03 TRANSFER TAXES. Buyer and the Sellers (treating the Sellers as 
a single entity for this purpose) each shall pay 50% of any sales, transfer, 
value added, excise, recording, 


                                       59


<PAGE>

registration or similar Taxes applicable to the transfer of the Assets 
pursuant to this Agreement.

                                   ARTICLE 18

                                     NOTICES

         18.01 NOTICES. All notices, requests, demands and other 
communications required or permitted to be given under this Agreement or any 
of the Transaction Documents shall be deemed to have been duly given if in 
writing and delivered personally, delivered by facsimile transmission (upon 
telephonic confirmation of receipt), or delivered by overnight courier or 
first-class, postage prepaid, registered or certified mail, return receipt 
requested, addressed as follows:

         If to Grace or CCS:

                    W.R. Grace & Co.-Conn.
                    7500 Grace Drive
                    Columbia, MD 12044
                    Attention: Corporate Secretary
                    Fax: (410) 531-4783
                    Confirmation: (410) 531-4773

         If to Buyer:

                    Cross Country Holdings, Inc.
                    c/o Charterhouse Group International, Inc.
                    535 Madison Avenue
                    New York, New York  10022
                    Attention: Thomas C. Dircks
                    Fax: (212) 750-9704
                    Confirmation: (212) 584-3200


                                       60


<PAGE>

         with a copy to:

                    Proskauer Rose LLP
                    1585 Broadway
                    New York, New York 10036
                    Attention: Stephen W. Rubin, Esq.
                    Fax: (212) 969-2900
                    Confirmation: (212) 969-3000

         Any party may change the address to which such communications are to be
directed to it by giving written notice to Sellers in the manner provided above.

                                   ARTICLE 19

                                     GENERAL

         19.01 ENTIRE AGREEMENT. The Transaction Documents set forth the 
entire agreement and understanding of the parties with respect to the subject 
matter hereof and thereof and supersede all prior agreements, arrangements 
and understandings relating thereto. No representation, promise, inducement 
or statement of intention relating to the transactions contemplated by this 
Agreement has been made by any party or any related person which is not set 
forth in the Transaction Documents.

         19.02 GOVERNING LAW. This Agreement shall be governed by and 
construed in accordance with the laws of the State of New York, excluding any 
conflict-of-laws provisions thereof that would otherwise require the 
application of the law of any other jurisdiction.

         19.03 SUBMISSION TO JURISDICTION. Each party to this Agreement 
hereby irrevocably submits in any suit, action or proceeding arising out of 
or relating to this Agreement or any of the Transaction Documents to which it 
is or will be a party, or any of its obligations hereunder or thereunder, to 
the jurisdiction of the United States District Court for the Southern 
District of New York and the jurisdiction of any court of the State of New 
York 


                                       61


<PAGE>

located in New York County, and waives any and all objections to such 
jurisdiction that it may have under the laws of the State of New York or any 
other jurisdiction.

         19.04 SUCCESSORS AND ASSIGNS. This Agreement shall be assignable by 
Buyer only with the prior written consent of Sellers, and by Sellers only 
with the written prior consent of Buyer; PROVIDED, that Buyer may, without 
such consent, assign its rights under this Agreement to any Affiliate of 
Buyer or to any Person providing financing to Buyer. This Agreement shall be 
binding upon and inure to the benefit of the parties hereto and their 
respective successors and permitted assigns.

         19.05 AMENDMENTS AND WAIVERS. This Agreement may be amended, 
superseded or canceled, and any of the terms hereof may be waived, only by a 
written instrument specifically referring to this Agreement and specifically 
stating that it amends, supersedes or cancels this Agreement or waives any of 
its terms, executed by Sellers and Buyer. Failure of any party to insist upon 
strict compliance with any of the terms of this Agreement in one or more 
instances shall not be deemed to be a waiver of its rights to insist upon 
such compliance in the future, or upon compliance with other terms hereof.

         19.06 COUNTERPARTS. This Agreement may be executed in two or more 
counterparts, each of which counterparts may be signed by one or more 
parties. Each such counterpart shall be an original, but all such 
counterparts shall constitute but one agreement.

         19.07 CAPTIONS. The captions used in this Agreement are for 
convenience of reference only and shall not be considered in the 
interpretation of the provisions hereof.


                                       62


<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written. W. R. GRACE & CO.-CONN.


By:      /s/ Bernd  Schulte
         ----------------------------------
         Name:  Bernd A. Schulte
         Title: Vice President


CROSS COUNTRY HOLDINGS, INC.


By:      /s/ Thomas C. Dircks
         ----------------------------------
         Name:  Thomas C. Dircks
         Title: Chairman


CROSS COUNTRY STAFFING


By:      CCHP, INC., ITS GENERAL PARTNER


By:      /s/ Bernd Schulte
         ----------------------------------
         Name:  Bernd A. Schulte
         Title:


By:      MRA STAFFING SYSTEMS, INC.,
           its general partner


By:      /s/ David Lyon
         ----------------------------------
         Name:  David Lyon
         Title: President

                                     63


<PAGE>


The performance by W. R. Grace & Co.-Conn. and Cross Country Staffing of their
respective obligations under the foregoing Asset Purchase Agreement is hereby
guaranteed:

W. R. GRACE & CO.


By:      /s/ Bernd  Schulte
         ------------------------------------
         Name:  Bernd A. Schulte
         Title: Vice President

The performance by Cross Country Holdings, Inc. of its obligations under the
foregoing Asset Purchase Agreement is hereby guaranteed:

CHARTERHOUSE EQUITY PARTNERS III, L.P.
BY CHUSA EQUITY INVESTORS III, L.P., ITS GENERAL PARTNER
BY CHARTERHOUSE EQUITY III, INC., ITS GENERAL PARTNER

By:      /s/ Thomas C. Dircks
         ------------------------------------
         Name:  Thomas C. Dircks
         Title: Managing Director


                                     64




                          AGREEMENT AND PLAN OF MERGER

                                   dated as of

                                October 29, 1999

                                  by and among

                      CROSS COUNTRY STAFFING, INC. ("CCS"),
                             CCTC ACQUISITION, INC.
                     AND CERTAIN OF THE STOCKHOLDERS OF CCS

                                       and

                            TRAVCORPS CORPORATION and
                    the STOCKHOLDERS OF TRAVCORPS CORPORATION


<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>                                                                                                                   <C>
ARTICLE I
            DEFINITIONS................................................................................................2

ARTICLE II
            THE MERGER; CLOSING.......................................................................................11
            2.1        The Merger.....................................................................................11
            2.2        Effective Time; Closing........................................................................11
            2.3        Effect of the Merger...........................................................................11
            2.4        Certificate of Incorporation; By-Laws..........................................................12
            2.5        Directors and Officers.........................................................................12
            2.6        Effect on Capital Stock........................................................................12
            2.7        No Further Ownership Rights in TravCorps Common Stock..........................................13
            2.8        Taking of Necessary Action; Further Action.....................................................14

ARTICLE III
            REPRESENTATIONS AND WARRANTIES
            OF THE TC STOCKHOLDERS....................................................................................14
            3.1        Organization and Qualification.................................................................14
            3.2        Authority; No Breach...........................................................................15
            3.3        Securities and Ownership; Subsidiaries.........................................................17
            3.4        TravCorps Financial Statements.................................................................20
            3.5        Interests of Related Persons...................................................................20
            3.6        Absence of Undisclosed Liabilities.............................................................21
            3.7        Absence of Certain Changes or Events...........................................................21
            3.8        Taxes..........................................................................................23
            3.9        Assets.........................................................................................24
            3.10       Intellectual Property..........................................................................25
            3.11       Accounts Receivable............................................................................28
            3.12       Contracts and Commitments......................................................................28
            3.13       Customers and Suppliers........................................................................29
            3.14       Inventory......................................................................................30
            3.15       Insurance......................................................................................30
            3.16       Litigation, etc................................................................................30
            3.17       Compliance with Law; Necessary Authorizations;
 Securities Matters..............................31
            3.18       Environmental Matters..........................................................................32
            3.19       Labor Matters..................................................................................33
            3.20       Employee Benefit Plans.........................................................................33
            3.21       Questionable Payments..........................................................................36
            3.22       Finders........................................................................................36

ARTICLE IV
            REPRESENTATIONS AND
            WARRANTIES OF THE CCS STOCKHOLDERS........................................................................36
            4.1        Organization and Qualification.................................................................37
            4.2        Authority; No Breach...........................................................................37
            4.3        Securities and Ownership; Subsidiaries.........................................................40
            4.4        CCS Financial Statements.......................................................................42
            4.5        Interests of Related Persons...................................................................42
</TABLE>



<PAGE>


<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>                                                                                                                   <C>
            4.6        Absence of Undisclosed Liabilities.............................................................43
            4.7        Absence of Certain Changes or Events...........................................................43
            4.8        Taxes..........................................................................................45
            4.9        Assets.........................................................................................46
            4.10       Intellectual Property..........................................................................47
            4.11       Accounts Receivable............................................................................50
            4.12       Contracts and Commitments......................................................................50
            4.13       Customers and Suppliers........................................................................51
            4.14       Inventory......................................................................................52
            4.15       Insurance......................................................................................52
            4.16       Litigation, etc................................................................................52
            4.17       Compliance with Law; Necessary Authorizations; Securities Matters..............................53
            4.18       Environmental Matters..........................................................................54
            4.19       Labor Matters..................................................................................54
            4.20       Employee Benefit Plans.........................................................................55
            4.21       Questionable Payments..........................................................................57
            4.22       Finders........................................................................................58

ARTICLE V
            COVENANTS.................................................................................................58
            5.1        Conduct of Business............................................................................58
            5.2        Records........................................................................................59
            5.3        Filings and Authorizations.....................................................................59
            5.4        Discussions with Others........................................................................59
            5.5        Further Assurances.............................................................................60
            5.6        Tax Matters....................................................................................60
            5.7        Indemnification; Directors' and Officers' Insurance............................................60
            5.8        Notification of Certain Matters................................................................62
            5.9        Employee Matters...............................................................................62
            5.10       Obligations of Merger Subsidiary...............................................................63
            5.11       Confidentiality................................................................................63
            5.12       Termination of Certain Agreements..............................................................64
            5.13       PreClosing Payments............................................................................64

ARTICLE VI
            CONDITIONS TO CLOSING.....................................................................................64
            6.1        Conditions Precedent to Obligations of CCS and the CCS Stockholders............................64
            (a)        Representations and Warranties Accurate........................................................65
            (b)        Performance by TC Stockholders and TravCorps...................................................65
            (c)        Consents.......................................................................................65
            (d)        No Legal Prohibition...........................................................................65
            (e)        Certificate....................................................................................65
            (f)        Opinion of Counsel for TravCorps...............................................................66
            (g)        No Material Adverse Change.....................................................................66
            (h)        HSR Act........................................................................................66
            (i)        Stockholders Agreement.........................................................................66
            (j)        Registration Rights Agreement..................................................................66
            (k)        Cancellation of Stock Options..................................................................66
            6.2        Conditions Precedent to Obligations of TC Stockholders and TravCorps and 
                       the TC Stockholders............................................................................66
            (a)        Representations and Warranties Accurate........................................................67
            (b)        Performance by CCS.............................................................................67
            (c)        Consents.......................................................................................67
</TABLE>



<PAGE>


<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>                                                                                                                   <C>
            (d)        No Legal Prohibition...........................................................................67
            (e)        Certificate....................................................................................67
            (f)        Opinion of Counsel for CCS.....................................................................68
            (g)        No Material Adverse Change.....................................................................68
            (h)        HSR Act........................................................................................68
            (i)        Stockholders Agreement.........................................................................68
            (j)        Registration Rights Agreement..................................................................68
            (k)        Amendment of Certificate of Incorporation and By Laws..........................................68
            (l)        Stock Option Plan..............................................................................68
            (m)        Tax Opinion....................................................................................68
            (n)        Closing Working Capital........................................................................69
            (o)        Ashley One Issues..............................................................................69

ARTICLE VII
            SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION...............................................69
            7.1        Survival of Representations and Warranties.....................................................69
            7.2        Indemnification by CCS.........................................................................69

ARTICLE VIII
            MISCELLANEOUS.............................................................................................70
            8.1        Termination....................................................................................70
            8.2        Effect of Termination..........................................................................71
            8.3        Expenses.......................................................................................71
            8.4        Amendment......................................................................................71
            8.5        Entire Agreement...............................................................................72
            8.6        Waivers........................................................................................72
            8.7        Notices........................................................................................72
            8.8        Counterparts...................................................................................74
            8.9        Governing Law..................................................................................74
            8.10       Binding Effect; Third Party Beneficiaries; Assignment..........................................74
            8.11       Severability...................................................................................75
            8.12       Headings.......................................................................................75
            8.13       No Agency......................................................................................75
            8.14       Representative.................................................................................75
            8.15       Public Announcements...........................................................................76
            8.16       Knowledge Qualifications; Accounting Terms.....................................................76
            8.17       Interpretation.................................................................................76
</TABLE>



<PAGE>

                          AGREEMENT AND PLAN OF MERGER

            AGREEMENT AND PLAN OF MERGER, dated as of October 29, 1999 by and
among Cross Country Staffing, Inc., a Delaware corporation ("CCS"), CCTC
Acquisition, Inc., a Delaware corporation and a direct wholly-owned subsidiary
of CCS ("Merger Sub"), certain of the stockholders of CCS (which Persons are
listed on Exhibit 1 hereto and are individually referred to as a "CCS
Stockholder" and collectively as the "CCS Stockholders") and TravCorps
Corporation, a Delaware corporation ("TravCorps"), and each of the stockholders
of TravCorps (which Persons are listed on Exhibit 2 hereto and are individually
referred to as a "TC Stockholder" and collectively as the "TC Stockholders").

            WHEREAS, the TC Stockholders own all of the issued and outstanding
shares of capital stock of TravCorps;

            WHEREAS, the CCS Stockholders own all of the issued and outstanding
shares of capital stock of CCS;

            WHEREAS, upon the terms and subject to the conditions of this
Agreement and in accordance with the General Corporation Law of the State of
Delaware ("Delaware Law"), CCS, Merger Sub, the CCS Stockholders, TravCorps and
the TC Stockholders intend to enter into a business combination transaction;

            WHEREAS, the parties hereto intend that the Merger (as defined
herein) qualify as a "reorganization" within the meaning of Section 368(a) of
the Code (as defined herein);

            NOW, THEREFORE, in consideration of the foregoing, of the
representations, warranties, covenants and mutual agreements hereinafter
contained, and of other good and valuable consideration, receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:

<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

            The terms defined in this Article I, whenever used herein (including
without limitation the Exhibits and Schedules hereto), shall have the following
meanings for all purposes of this Agreement:

            "Affiliate" of a Person means any other Person that directly or
indirectly through one or more intermediaries controls, is controlled by, or is
under common control with such Person.

            "Agreement" means this agreement among the parties set forth on the
first page hereof, including, without limitation, all Exhibits and Schedules
hereto, as the same may be amended from time to time.

            "Balance Sheet Date" means July 31, 1999 in the case of CCS, and
July 24, 1999 in the case of TravCorps.

            "Business Day" means any day other than a Saturday, Sunday or other
day on which commercial banks in New York City are required or authorized by law
to be closed.

            "CCS" has the meaning given to it in the caption hereto.

            "CCS APA" has the meaning set forth in Section 6.2(n).

            "CCS Common Stock" has the meaning set forth in Section 2.6(a).

            "CCS Environmental Liabilities" means any claims, judgments, damages
(including punitive damages), losses, penalties, fines, liabilities,
encumbrances, liens, violations, costs and expenses (including attorneys' and
consultants' fees) of investigation, assessment, remediation or defense of any
matter relating to human health, safety or the Environment of whatever kind or
nature by any Person or Governmental Entity, (A) which are incurred as a result


                                       2

<PAGE>

of (i) the existence of Hazardous Substances in, on, under, at or emanating from
any Real Property, (ii) the off-site transportation, treatment, storage or
disposal of Hazardous Substances generated by CCS or its Subsidiaries, or (iii)
the violation of any Environmental Laws, or (B) which arise under the
Environmental Laws.

            "CCS ERISA Affiliate" means any entity that would be deemed a
"single employer" with CCS under Section 414(b),(c),(m) or (o) of the Code or
Section 4001 of ERISA.

            "CCS Financial Statements" means the unaudited balance sheet of CCS
as of July 31, 1999 and the related pro forma consolidated statements of
operations, and cash flows of CCS and Cross Country Staffing, a general
partnership, for the 12-month period ended on July 31, 1999, including the
related notes thereto.

            "CCS Material Adverse Effect" means any material adverse effect on
the business, operations, financial condition or results of operations of CCS
and its Subsidiaries taken as whole.

            "CCS Plan" means any Employee Benefit Plan established, maintained,
sponsored, or contributed to by CCS or any Subsidiary or an ERISA Affiliate on
behalf of any employee, director or stockholder (whether current, former or
retired) or their beneficiaries, or with respect to which CCS or any Subsidiary
or any ERISA Affiliate has or has had any obligation on behalf of such person.

            "CCS Stockholders" has the meaning given to it in the caption
hereto.

            "Closing" has the meaning set forth in Section 2.2(b).

            "Closing Date" has the meaning set forth in Section 2.2(b).

            "Code" means the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations promulgated thereunder.


                                       3

<PAGE>

            "Consent" means any consent, approval, authorization, license or
order of, registration, declaration or filing with, or notice to, or waiver
from, any federal, state, local, foreign or other Governmental Entity or any
Person, including, without limitation, any security holder or creditor which is
necessary to be obtained, made or given in connection with the execution and
delivery of this Agreement and/or any Operative Document, the performance by a
Person of its obligations hereunder and/or thereunder and the consummation of
the transactions contemplated hereby and/or thereby.

            "Delaware Law" has the meaning given to it in the recitals hereto.

            "Designated Amount" has the meaning set forth in Section 5.13.

            "Directly or Indirectly" means as an individual, partner,
shareholder, member, creditor, director, officer, principal, agent, employee,
trustee, consultant, advisor or in any other relationship or capacity.

            "Effective Time" has the meaning set forth in Section 2.2(a).

            "Employee Benefit Plan" means any "employee benefit plan" (as
defined under Section 3(3) of ERISA) or any other bonus, deferred compensation,
pension, profit-sharing, retirement, stock purchase, stock option, stock
appreciation, other forms of incentive compensation, excess benefit,
supplemental pension insurance, disability, medical, supplemental unemployment,
vacation benefits, payroll practice, fringe benefit, scholarship, sickness,
accident, severance, or post-retirement compensation or benefit, welfare or any
other employee benefit plan, policy, arrangement or practice, whether written or
oral.

            "Encumbrance" means any security interests, liens, pledges, levies,
escrows, encumbrances, options, rights of first refusal, transfer restrictions,
conditional sale contracts, title retention contracts, mortgages,
hypothecations, indentures or security agreements whether written or oral.


                                       4

<PAGE>

            "Environment" means any surface or subsurface physical medium or
natural resource, including, air, land, soil, surface waters, ground waters,
stream and river sediments.

            "Environmental Action" means any complaint, summons, citation,
notice, directive, order, claim, litigation, investigation, proceeding,
judgment, letter or other communication from any Federal, state, local or
municipal agency, department, bureau, office or other authority or any third
party involving a Hazardous Discharge or any violation of any Permit or
Environmental Laws.

            "Environmental Laws" means any federal, state, local or common law,
rule, regulation, ordinance, code, order or judgment (including the common law
and any judicial or administrative interpretations, guidances, directives,
policy statements or opinions) relating to the injury to, or the pollution or
protection of, human health and safety or the Environment.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended, and the rules and regulations promulgated thereunder.

            "GAAP" means United States generally accepted accounting principles,
applied on a consistent basis.

            "Governmental Entity" means any federal, state, local or foreign
government, political subdivision, legislature, court, agency, department,
bureau, commission or other governmental regulatory authority, body or
instrumentality.

            "Grace Entity" means Cross Country Staffing, a Delaware general
partnership, CCHP, Inc., a Delaware corporation ("CCHP"), MRA Staffing Systems,
Inc., a Delaware corporation ("MRA"), and each entity which was as of July 29,
1999 a direct or indirect shareholder of CCHP or MRA.


                                       5

<PAGE>

            "Hazardous Discharge" means any releasing, spilling, leaking,
pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching, disposing or dumping of Hazardous Substances, whether on or off the
premises of CCS or TravCorps and their respective Subsidiaries, as the case may
be.

            "Hazardous Substance" means petroleum, petroleum products,
petroleum-derived substances, radioactive materials, hazardous wastes,
polychlorinated biphenyls, lead based paint, radon, urea formaldehyde, asbestos
or any materials containing asbestos, and any materials or substances regulated
or defined as or included in the definition of "hazardous substances,"
"hazardous materials," "hazardous constituents," "toxic substances,"
"pollutants," "contaminants" or any similar denomination intended to classify or
regulate substances by reason of toxicity, carcinogenicity, ignitability,
corrosivity or reactivity under any Environmental Law.

            "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the rules and regulations promulgated thereunder.

            "Indebtedness" means, with respect to any Person, all obligations of
such Person (i) for borrowed money, (ii) evidenced by notes, bonds, debentures
or similar instruments, (iii) under conditional sale or other title retention
agreements relating to property or assets purchased by such Person, (iv) issued
or assumed as the deferred purchase price of property or services (other than
trade accounts payable), (v) under capital leases, (vi) in respect of interest
rate protection agreements, foreign currency exchange agreements or other
interest or exchange rate hedging arrangements, (vii) as an account party in
respect of letters of credit and bankers' acceptances, (viii) with respect to
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise to be secured by) any
Encumbrances on property owned or acquired by such Person, (ix) in the nature of
guarantees of Indebtedness of others, and (x) for all accrued interest, premiums
and penalties upon prepayment of any of the foregoing. Indebtedness with respect
to any Person shall not include obligations of


                                       6

<PAGE>

such Person for operating leases (including real property leases) so long as the
payments under such leases in accordance with GAAP are reflected as expenses on
such Person's statement of operations.

            "Indemnified Parties" has the meaning set forth in Section 5.7.

            "Indemnified Party" has the meaning set forth in Section 5.7.

            "IRS" means the Internal Revenue Service.

            "Licensed Service Provider" has the meaning set forth in Section
3.17(c).

            "Merger" has the meaning set forth in Section 2.1.

            "Merger Sub" has the meaning given to it in the caption hereto.

            "Operative Document" means any agreement, instrument or other
document set forth on Exhibit 3 hereto.

            "PBGC" means the Pension Benefit Guaranty Corporation.

            "Pension Plan" means any "employee pension benefit plan" within the
meaning of Section 3(2) of ERISA maintained or contributed to by or on behalf of
CCS or TravCorps or any of their respective Subsidiaries, as the case may be.

            "Person" means an individual, corporation, partnership, limited
liability company, firm, joint venture, association, joint stock company, trust,
unincorporated organization or other entity, or any Governmental Entity or
quasi-governmental body or regulatory authority.


                                       7

<PAGE>

            "Permits" means all licenses, certificates of authority, permits,
registrations, local siting approvals, authorizations, qualifications and
similar filings under any federal, state or local laws or with any Governmental
Entities.

            "Property" (or "Properties" when the context requires) means any
Real Property and any personal or mixed property, whether tangible or
intangible.

            "Real Property" means any real property presently owned, used,
leased, occupied, managed or operated by CCS or TravCorps or their respective
Subsidiaries, as the case may be.

            "Release" means release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration into
the Environment or into or out of any property, including the movement of
Hazardous Substances through or in the air, soil, surface water, groundwater or
real property or other property, whether owned or leased.

            "Representative" has the meaning given to it in Section 8.14.

            "Subsidiary," or "Subsidiaries" with respect to any Person (the
"Owner"), means any corporation, partnership, limited liability company or other
entity in which the Owner, directly or indirectly, owns or controls 50% or more
of the voting stock or other ownership interests.

            "Surviving Corporation" has the meaning set forth in Section 2.1.

            "Tax Return" means each and every report, return, declaration,
information return, statement or other information required to be supplied to a
taxing or governmental authority with respect to any Tax or Taxes, including
without limitation any combined or consolidated return for any group of entities
including CCS or TravCorps or any of their respective Subsidiaries, as the case
may be.


                                       8

<PAGE>

            "Taxes" (or "Tax" where the context requires) shall mean all
federal, state, county, provincial, local, foreign and other taxes (including,
without limitation, income, profits, premium, estimated, excise, sales, use,
occupancy, gross receipts, franchise, ad valorem, severance, capital levy,
production, transfer, withholding, employment and payroll related and property
taxes and other governmental charges and assessments), whether attributable to
statutory or nonstatutory rules and whether or not measured in whole or in part
by net income, and including without limitation interest, additions to tax or
interest, charges and penalties with respect thereto, and expenses associated
with contesting any proposed adjustment related to any of the foregoing.

            "TC Stockholders" has the meaning given to it in the caption hereto.

            "Trade Secrets" means any information which (i) is used in a
business, (ii) is not generally known to the public or to Persons who can obtain
economic value from its disclosure, and (iii) is subject to reasonable efforts
to maintain its secrecy or confidentiality; the term may include but is not
limited to inventions, processes, know-how, formulas, computer software, and
mask works which are not patented and are not protected by registration (e.g.,
under copyright or mask work laws); lists of customers, suppliers, and
employees, and data related thereto; business plans and analyses; and financial
data.

            "TravCorps" has the meaning given to it in the caption hereto.

            "TravCorps Common Stock" has the meaning set forth in Section
2.6(a).

            "TravCorps Environmental Liabilities" means any claims, judgments,
damages (including punitive damages), losses, penalties, fines, liabilities,
encumbrances, liens, violations, costs and expenses (including attorneys' and
consultants' fees) of investigation, assessment, remediation or defense of any
matter relating to human health, safety or the Environment of whatever kind or
nature by any Person or Governmental Entity, (A) which are


                                       9

<PAGE>

incurred as a result of (i) the existence of Hazardous Substances in, on, under,
at or emanating from any Real Property, (ii) the off-site transportation,
treatment, storage or disposal of Hazardous Substances generated by TravCorps or
its Subsidiaries, or (iii) the violation of any Environmental Laws, or (B) which
arise under the Environmental Laws.

            "TravCorps ERISA Affiliate" means any entity that would be deemed a
"single employer" with TravCorps under Section 414(b),(c),(m) or (o) of the Code
or Section 4001 of ERISA.

            "TravCorps Financial Statements" means the unaudited consolidated
balance sheet of TravCorps and its Subsidiaries as of July 24, 1999 and the
related consolidated statement of operations, stockholders equity and cash flow
of TravCorps and its Subsidiaries for the 12-month period ended July 24, 1999,
including the notes thereto.

            "TravCorps Material Adverse Effect" means any material adverse
effect on the business operations, financial condition or results of operations
of TravCorps and its Subsidiaries taken as whole.

            "TravCorps Permitted Encumbrances" has the meaning set forth in
Section 3.9.

            "TravCorps Plan" means any Employee Benefit Plan established,
maintained, sponsored, or contributed to by TravCorps or any Subsidiary or an
ERISA Affiliate on behalf of any employee, director or stockholder (whether
current, former or retired) or their beneficiaries, or with respect to which
TravCorps or any Subsidiary or any ERISA Affiliate has or has had any obligation
on behalf of such Person.


                                       10

<PAGE>

                                   ARTICLE II

                               THE MERGER; CLOSING

            2.1 The Merger. At the Effective Time and subject to and upon the
terms and conditions of this Agreement and the applicable provisions of Delaware
Law, Merger Sub shall be merged with and into TravCorps (the "Merger"), the
separate corporate existence of Merger Sub shall cease, and TravCorps shall
continue as the surviving corporation. TravCorps as the surviving corporation
after the Merger is hereinafter sometimes referred to as the "Surviving
Corporation."

            2.2 Effective Time; Closing.

                  (a) On the Closing Date, the parties hereto shall cause the
Merger to be consummated by filing a certificate of merger with the Secretary of
State of the State of Delaware, in such form as required by, and executed in
accordance with the relevant provisions of, Delaware Law. When used in this
Agreement, the term "Effective Time" shall mean the date and time at which the
Merger shall become effective under Delaware Law.

                  (b) The closing of the transactions contemplated by this
Agreement (the "Closing") shall be held at the offices of Proskauer Rose LLP,
1585 Broadway, New York, New York 10036, at a time and date to be specified by
the parties, which shall be no later than the second Business Day after the
satisfaction or waiver, as the case may be, of the conditions set forth in
Article VI, or at such other time, date and location as the parties hereto agree
in writing (the "Closing Date").

            2.3 Effect of the Merger. At the Effective Time, the effect of the
Merger shall be as provided in this Agreement and the applicable provisions of
Delaware Law. Without limiting the generality of the foregoing, and subject
thereto, at the Effective Time all the rights, privileges, powers, franchises
and property of Merger Sub and TravCorps shall vest in the Surviving
Corporation, and all restrictions, disabilities, duties, debts and liabilities
of Merger Sub


                                       11

<PAGE>

and TravCorps shall become the restrictions, disabilities, duties, debts and
liabilities of the Surviving Corporation.

            2.4 Certificate of Incorporation; By-Laws.

                  (a) At the Effective Time, the Certificate of Incorporation of
Merger Sub, in the form attached hereto as Exhibit 4, shall be the Certificate
of Incorporation of the Surviving Corporation, and shall continue in full force
and effect until thereafter amended; provided, however, that at the Effective
Time Article I of the Certificate of Incorporation of the Surviving Corporation
shall be amended to read: "The name of the corporation is TravCorps
Corporation."

                  (b) At the Effective Time, the Bylaws of Merger Sub, in the
form attached hereto as Exhibit 5, shall be the Bylaws of the Surviving
Corporation and shall continue in full force and effect until thereafter
amended.

            2.5 Directors and Officers. The directors and officers set forth on
Schedule 2.5 hereto shall be the initial directors and officers of the Surviving
Corporation, in each case until their respective successors are duly elected or
appointed and qualified.

            2.6 Effect on Capital Stock. At the Effective Time, by virtue of the
Merger and without any action on the part of any party:

                  (a) Conversion of TravCorps Common Stock. The shares of common
stock, par value $0.01 per share, of TravCorps ("TravCorps Common Stock") issued
and outstanding immediately prior to the Effective Time, other than any shares
of TravCorps Common Stock to be canceled pursuant to Section 2.6(b), will be
canceled and extinguished and automatically converted into the right to receive,
in the aggregate, 1,520,000 shares of validly issued, fully paid and
non-assessable Class A common stock, par value $0.01 per share, of CCS


                                       12

<PAGE>

("CCS Common Stock") upon surrender of the certificates representing such shares
of TravCorps Common Stock at the Closing.

                  (b) Cancellation of Parent-Owned Stock. Each share of
TravCorps Common Stock held by TravCorps or owned by Merger Sub, CCS or any
direct or indirect wholly-owned subsidiary of TravCorps or of CCS immediately
prior to the Effective Time shall be canceled and extinguished without any
conversion thereof.

                  (c) Capital Stock of Merger Sub. Each share of common stock,
par value $0.01 per share, of Merger Sub issued and outstanding immediately
prior to the Effective Time shall be exchanged for and converted into one
validly issued, fully paid and non-assessable share of common stock, par value
$0.01 per share, of the Surviving Corporation. Each stock certificate of Merger
Sub evidencing ownership of any such shares shall evidence ownership of such
shares of capital stock of the Surviving Corporation.

                  (d) All Other Capital Stock of TravCorps. All other capital
stock of TravCorps shall be canceled and retired and shall cease to exist, and
no consideration shall be issued or delivered in exchange therefor.

            2.7 No Further Ownership Rights in TravCorps Common Stock. All
shares of CCS Common Stock issued in accordance with the terms hereof shall be
deemed to have been issued in full satisfaction of all rights pertaining to such
shares of TravCorps Common Stock and, after the Effective Time, there shall be
no further registration of transfers on the records of the Surviving Corporation
of shares of TravCorps Common Stock that were outstanding immediately prior to
the Effective Time. If, after the Effective Time, certificates which immediately
prior to the Effective Time represented outstanding shares of TravCorps Common
Stock are presented to the Surviving Corporation for any reason, they shall be
canceled and exchanged as provided in this Article II.


                                       13

<PAGE>

            2.8 Taking of Necessary Action; Further Action. If, at any time
after the Effective Time, any such further action is necessary or desirable to
carry out the purposes of this Agreement and to vest the Surviving Corporation
with full right, title and possession to all assets, property, rights,
privileges, powers and franchises of TravCorps or Merger Sub, the officers and
directors of TravCorps and Merger Sub are fully authorized in the name of their
respective corporations or otherwise to take, and will take, all such lawful and
necessary action. CCS shall cause Merger Sub to perform all of its obligations
relating to this Agreement and the transactions contemplated hereby.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

                             OF THE TC STOCKHOLDERS

            Each of the TC Stockholders, on a basis that is several and not
joint, hereby represents and warrants to CCS and the CCS Stockholders as follows
(all such representations and warranties are qualified by the TravCorps
Disclosure Schedule attached to this Agreement as Exhibit III):

            3.1 Organization and Qualification. TravCorps is a corporation duly
organized, validly existing and in good standing in the State of Delaware, with
corporate power and authority to own, lease and operate its assets and
Properties and carry on its business as presently owned or conducted. TravCorps
is licensed or qualified to transact business and is in good standing as a
foreign corporation in each jurisdiction in which the ownership, use or leasing
of its assets or Properties, or the conduct or nature of its business makes such
licensing or qualification necessary and in which the failure to be so licensed
or qualified and in good standing would reasonably be expected to have a
TravCorps Material Adverse Effect. Each such jurisdiction is set forth in
Schedule 3.1 of the TravCorps Disclosure Schedule. The name of each director and
officer of TravCorps on the date hereof, and the position held by each such
individual with TravCorps, is set forth on Schedule 3.1 of the TravCorps
Disclosure Schedule.


                                       14

<PAGE>

The copies of the certificate of incorporation, including all amendments
thereto, and by-laws of TravCorps delivered to CCS prior to the date hereof are
complete and accurate copies of such instruments as currently in effect.

            3.2 Authority; No Breach. (a) Each of the TC Stockholders has all
requisite power and authority to execute and deliver this Agreement and the
Operative Documents to which it is or shall, pursuant to this Agreement, be a
party, and to perform, carry out and consummate the transactions contemplated
hereby and thereby. The execution, delivery and performance of this Agreement
and the Operative Documents to which he or it is or shall, pursuant to this
Agreement, be a party have been duly and validly authorized by all necessary
limited partnership or other action on the part of such TC Stockholder. This
Agreement and the Operative Documents to which he or it is, or will be a party,
have been, or will be, duly executed and delivered by such TC Stockholder and
(assuming the due authorization, execution and delivery by the other parties
hereto and thereto) constitute the legal, valid and binding obligations of such
TC Stockholder.

                  (b) TravCorps has all requisite corporate power and authority
to execute and deliver this Agreement and the Operative Documents to which it is
or shall, pursuant to this Agreement, be a party, and to perform, carry out and
consummate the transactions contemplated hereby and thereby. The execution,
delivery and performance of this Agreement and the Operative Documents to which
TravCorps is or shall, pursuant to this Agreement, be a party have been duly and
validly authorized by all necessary corporate action on the part of TravCorps.
This Agreement and the Operative Documents to which TravCorps is, or will be a
party, has been, or will be, duly executed and delivered by TravCorps and
(assuming the due authorization, execution and delivery by the other parties
hereto and thereto) constitute the legal, valid and binding obligations of
TravCorps.


                                       15

<PAGE>

                  (c) Except as set forth in Schedule 3.2(c) of the TravCorps
Disclosure Schedule, neither the execution and delivery of this Agreement or any
Operative Document by any of the TC Stockholders nor the consummation of any of
the transactions contemplated herein or therein, nor the full performance by
each of the TC Stockholders of their obligations hereunder or thereunder do or
will: (i) if applicable, violate any provision of the limited partnership
agreement of such TC Stockholder; (ii) conflict with, result in a breach or
violation of, or constitute a default under (or an event which, with or without
notice, lapse of time or both, would constitute a default) or result in the
invalidity of, or accelerate the performance required by or cause or give rise
to any right of acceleration or termination of any right or obligation pursuant
to any agreement or commitment to which any of the TC Stockholders is a party or
by which any of the TC Stockholders (or any of their respective assets or
Properties) is subject or bound; (iii) result in the creation of, or give any
third party the right to create, any Encumbrance upon any assets or Properties
of any TC Stockholder; (iv) conflict with, violate, result in a breach of or
constitute a default under any writ, injunction, statute, law, ordinance, rule,
regulation, judgment, award, Permit, decree, order, or process of any
Governmental Entity to which any TC Stockholder or any assets or Properties of
any TC Stockholder are subject; (v) terminate or modify, or give any third party
the right to terminate or modify, the provisions or terms of any contract or
agreement to which any TC Stockholder is a party or by which any of the TC
Stockholders (or any of their respective assets or Properties) is subject or
bound which in the case of clauses (ii) through (v) would reasonably be expected
to have a material adverse effect on the validity or enforceability of this
Agreement or on the ability of such TC Stockholder to perform its obligations
hereunder.

                  (d) Except as set forth in Schedule 3.2(d) of the TravCorps
Disclosure Schedule, neither the execution and delivery of this Agreement or any
Operative Document by TravCorps nor the consummation of any of the transactions
contemplated herein or therein, nor the full performance by TravCorps of its
obligations hereunder or thereunder do or will:


                                       16

<PAGE>

(i) violate any provision of the certificate of incorporation or bylaws of
TravCorps or any of its Subsidiaries; (ii) conflict with, result in a breach or
violation of, or constitute a default under (or an event which, with or without
notice, lapse of time or both, would constitute a default) or result in the
invalidity of, or accelerate the performance required by or cause or give rise
to any right of acceleration or termination of any right or obligation pursuant
to any agreement or commitment to which TravCorps or any of its Subsidiaries is
a party or by which any of them (or any of their respective assets or
Properties) is subject or bound; (iii) result in the creation of, or give any
third party the right to create, any Encumbrance upon any assets or Properties
of TravCorps or any of its Subsidiaries; (iv) conflict with, violate, result in
a breach of or constitute a default under any writ, injunction, statute, law,
ordinance, rule, regulation, judgment, award, Permit, decree, order, or process
of any Governmental Entity to which TravCorps, any of its Subsidiaries or any
assets or Properties of any of the foregoing are subject, (v) terminate or
modify, or give any third party the right to terminate or modify, the provisions
or terms of any contract or agreement to which TravCorps or any of its
Subsidiaries is a party or by which any of the foregoing (or any of their
respective assets or Properties) is subject or bound; or (vi) result in or give
to any Person any additional rights or entitlement to increased, additional,
accelerated or guaranteed payments under any contract or agreement to which
TravCorps or any of its Subsidiaries is a party or by which any of their
respective assets or Properties is subject or bound; which, in the case of
clauses (ii) through (vi), would reasonably be expected to have a TravCorps
Material Adverse Effect.

            3.3 Securities and Ownership; Subsidiaries. (a) The total number of
shares of capital stock, and the classes and par values thereof, which TravCorps
is authorized to issue, the designation, par value and number of such shares
which are issued and outstanding and the identity of and number of such
outstanding shares owned (of record) by each holder thereof are as set forth in
Schedule 3.3(a) of the TravCorps Disclosure Schedule.


                                       17

<PAGE>

                  (b) TravCorps has not issued any securities in violation of
any preemptive or similar rights. Except as set forth in Schedule 3.3(b) of the
TravCorps Disclosure Schedule, there are no outstanding (i) securities
convertible into or exchangeable for any shares of capital stock or other
securities of TravCorps; (ii) subscriptions, options, "phantom" stock rights,
warrants, calls, commitments, preemptive rights or other rights of any kind
(absolute, contingent or otherwise) entitling any party to acquire or otherwise
receive from TravCorps any shares of capital stock or other securities or
receive or exercise any benefits or rights similar to any rights enjoyed by or
enuring to the holder of capital stock of TravCorps; (iii) contracts,
commitments, agreements, understandings or arrangements of any kind relating to
the issuance of any capital stock, convertible or exchangeable securities, or
any subscriptions, options, warrants or similar rights of TravCorps or granting
to any Person any right to participate in the equity or income of TravCorps or
to participate in or direct the election of any director or officer of TravCorps
or the manner in which any shares of TravCorps' capital stock are voted. There
are no shares of stock or other securities of TravCorps reserved for issuance
for any purpose, other than pursuant to option plans described on Schedule
3.3(b) .

                  (c) All of the outstanding shares of capital stock of
TravCorps are duly authorized, validly issued, fully paid and nonassessable.

                  (d) Schedule 3.3(d) of the TravCorps Disclosure Schedule sets
forth the names of each Subsidiary of TravCorps and shows for each Subsidiary of
TravCorps: (i) its jurisdiction of organization; (ii) the authorized and
outstanding capital stock or other ownership interests of each Subsidiary of
TravCorps; and (iii) the identity of and number of shares of such capital stock
owned (of record and beneficially) by each holder thereof.

                  (e) Each Subsidiary of TravCorps is duly organized, validly
existing and in good standing in the state of its organization, with full
corporate power and authority to own, lease and operate its assets and
Properties and carry on its business as presently owned or con-


                                       18

<PAGE>

ducted. Each Subsidiary of TravCorps is licensed or qualified to transact
business and is in good standing as a foreign corporation in each of the
jurisdictions indicated in Schedule 3.3(e) of the TravCorps Disclosure Schedule,
which are the only jurisdictions in which the ownership, use or leasing of its
assets or Properties, or the conduct or nature of its business makes such
licensing or qualification necessary, except where the failure to be so
qualified or in good standing would not, individually or in the aggregate, have
a TravCorps Material Adverse Effect.

                  (f) All shares of capital stock of each Subsidiary of
TravCorps issued and outstanding are duly authorized, validly issued, fully paid
and nonassessable.

                  (g) Except as set forth in Schedule 3.3(g) of the TravCorps
Disclosure Schedule, there are no outstanding (i) securities convertible into or
exchangeable for any shares of capital stock or other securities of any
Subsidiary of TravCorps; (ii) subscriptions, options, warrants, calls,
commitments, preemptive rights or other rights of any kind (absolute, contingent
or otherwise) entitling any party to acquire or otherwise receive from any
Subsidiary of TravCorps any shares of capital stock or other securities; (iii)
contracts, preemptive rights, commitments, agreements, understandings or
arrangements of any kind relating to the issuance of any capital stock,
convertible or exchangeable securities, or any subscriptions, options, warrants
or similar rights of any Subsidiary of TravCorps; or (iv) rights of any Person
to be paid as if he, she or it were a holder of equity interests in any
Subsidiary of TravCorps or securities convertible into or exchangeable for
equity interests in any Subsidiary of TravCorps, including, without limitation,
phantom stock and stock appreciation rights. Except as set forth in Schedule
3.3(g) of the TravCorps Disclosure Schedule, there are no shares of stock or
other securities of any Subsidiary of TravCorps reserved for issuance for any
purpose and no Subsidiary of TravCorps is a party to any voting agreements,
voting trusts, proxies or other agreements, instruments or understandings with
respect to the voting of any shares of the capital stock of such Subsidiary, or
any agreement with respect to the transferability, purchase or redemption of any
shares of capital stock of such Subsidiary.


                                       19

<PAGE>

                  (h) Except for the Subsidiaries of TravCorps set forth on
Schedule 3.3(d) of the TravCorps Disclosure Schedule, and as set forth in
Schedule 3.3(h) of the TravCorps Disclosure Schedule, TravCorps does not own,
Directly or Indirectly, any economic, voting or other ownership interest in any
Person.

            3.4 TravCorps Financial Statements. TravCorps has heretofore
delivered to CCS true and correct copies of the TravCorps Financial Statements.
The TravCorps Financial Statements have been prepared from the books and records
of TravCorps and its Subsidiaries, and present fairly (i) the consolidated
unaudited financial position of TravCorps and its Subsidiaries at the date
thereof and (ii) the consolidated unaudited results of operations of TravCorps
and its Subsidiaries for the period then ended, in each case in accordance with
GAAP (subject to normal year-end adjustments and except for the absence of
footnotes).

            3.5 Interests of Related Persons. Except as set forth in Schedule
3.5 of the TravCorps Disclosure Schedule, no officer or director of TravCorps or
any of its Subsidiaries and none of the TC Stockholders nor any relative of any
of the TC Stockholders that is an individual:

            (i) owns any interest in any Person which is a competitor, supplier
or customer of TravCorps or any of its Subsidiaries or serves as an officer,
director, employee or consultant for any such Person;

            (ii) owns, in whole or in part, any Property, asset or right, used
in connection with the business of TravCorps or any of its Subsidiaries;

            (iii) has an interest in any contract or agreement with TravCorps or
any of its Subsidiaries; or

            (iv) has any contractual arrangements with TravCorps or any of its
Subsidiaries.


                                       20

<PAGE>

            3.6 Absence of Undisclosed Liabilities. Except as set forth in
Schedule 3.6 of the TravCorps Disclosure Schedule, neither TravCorps nor any of
its Subsidiaries has any material liabilities, losses or obligations of any
nature (whether absolute, known or unknown, accrued, fixed, contingent,
liquidated, unliquidated, due or to become due, or otherwise), except for (i)
liabilities included or reflected in the TravCorps Financial Statements and
adequately reflected or reserved against therein, or (ii) liabilities or
performance obligations arising in the ordinary course of business (and not as a
result of a breach or default by TravCorps or any of its Subsidiaries). Neither
TravCorps nor any of its Subsidiaries nor any TC Stockholder knows of any basis
for the assertion against TravCorps of any such material liability.

            3.7 Absence of Certain Changes or Events. Except as set forth in
Schedule 3.7 of the TravCorps Disclosure Schedule, since the Balance Sheet Date
the business of TravCorps and its Subsidiaries has been conducted only in the
ordinary and usual course. Without limiting the generality of the foregoing,
except as set forth in Schedule 3.7 of the TravCorps Disclosure Schedule, since
the Balance Sheet Date neither TravCorps nor any of its Subsidiaries has:

            (a) suffered any TravCorps Material Adverse Effect;

            (b) suffered any material damage, destruction or casualty loss
(whether or not covered by insurance) or condemnation taking or other proceeding
which would reasonably be expected to have a TravCorps Material Adverse Effect;

            (c) except for increases in salary in the ordinary course of
business, entered into or amended any employment or consulting contract or
commitment (whether oral or written) or compensation arrangement or employee
benefit plan, or changed or committed to change (including any change pursuant
to any bonus, pension, profit-sharing or other plan, commitment, policy or
arrangement) the compensation payable or to become payable to any of its
officers, directors, key employees, agents or consultants, or made any pension,
retirement, profit-sharing,


                                       21

<PAGE>

bonus or other employee welfare or benefit payment or contribution other than
payments or contributions required by the governing documents of the foregoing,
copies of which have been delivered or made available to CCS;

            (d) made or proposed any change in its accounting or tax methods,
principles or practices, except for such changes which are required by GAAP or
by law;

            (e) authorized, declared, set aside or paid any dividend or other
distribution in respect of its capital stock;

            (f) Directly or Indirectly redeemed, purchased or otherwise acquired
any of its shares of capital stock or authorized any stock split,
reclassification or recapitalization or otherwise changed the terms or
provisions of any of its capital stock;

            (g) incurred any material Indebtedness or made any loan, advance or
capital contribution to any person except in the ordinary course of business;

            (h) paid, discharged or satisfied any material claim, liability or
obligation other than the payment, discharge or satisfaction of liabilities and
obligations incurred in the ordinary course of business;

            (i) (i) prepaid any material obligation having a fixed maturity of
more than 90 days from the date such obligation was issued or incurred, or (ii)
not paid, within a reasonable date of when due, any account payable, or sought
the extension of the payment date of any such account payable;

            (j) permitted or allowed any material portion of its Property or
assets to be subjected to any Encumbrance, except for liens for current Taxes
not yet due;

            (k) sold, transferred, or otherwise disposed of any material portion
of its Properties or assets, except in the ordinary course of business;


                                       22

<PAGE>

            (l) made any capital expenditures or commitments in excess of
$200,000 in the aggregate for repairs or additions to property, plant, equipment
or tangible capital assets; or

            (m) agreed, whether in writing or otherwise, to take any action
described in this Section 3.7.

            3.8 Taxes.

            (a) Each of TravCorps and its Subsidiaries has duly, timely and
properly filed when due, all federal, state, local, foreign and other Tax
Returns required to be filed by it with respect to its sales, income, business
or operations (including without limitation any consolidated or combined Tax
Returns in which it is included) and such Tax Returns are true, complete and
accurate in all material respects. Except as may otherwise have been
communicated to CCS prior to the date hereof in a writing referring to this
Section, each of TravCorps and its Subsidiaries has duly paid all Taxes due from
TravCorps or any of its Subsidiaries as shown on such Tax Returns.

            (b) Except as set forth on Schedule 3.8(b), all amounts required to
be withheld by TravCorps or any of its Subsidiaries from customers or from or on
behalf of employees for income, payroll, social security and unemployment
insurance taxes have been collected or withheld and either paid to the
appropriate Governmental Entity or set aside and, to the extent required by law,
held in accounts for such purpose.

            (c) Except as set forth in Schedule 3.8(c) of the TravCorps
Disclosure Schedule, (i) there currently are no pending or, to the knowledge of
TravCorps or any of its Subsidiaries, threatened actions or proceedings
(including, without limitation, audit proceedings) by any applicable taxing
authority for the assessment, collection, adjustment or deficiency of Taxes
against TravCorps or any of its Subsidiaries, and (ii) neither TravCorps nor any
of its Subsidiaries has received any notice of deficiency or assessment from any
federal, state, local or


                                       23

<PAGE>

foreign taxing authority with respect to liabilities for any material Taxes of
TravCorps or any of its Subsidiaries. Except as set forth in Schedule 3.8(c) of
the TravCorps Disclosure Schedule, there are no outstanding agreements or
waivers extending the statutory period of limitation applicable to any
assessment or audit of any Tax or Tax Return of TravCorps or any of its
Subsidiaries for any period.

            (d) To the knowledge of TravCorps, there is no existing fact or
circumstance that will cause the Merger to fail to qualify as a "reorganization"
within the meaning of Section 368 of the Code.

            3.9 Assets.

            (a) Each of TravCorps and its Subsidiaries has good title to all the
material items of personal property assets (tangible and intangible) which
TravCorps or any of its Subsidiaries purports to own on the date hereof,
including without limitation, those reflected in the TravCorps Financial
Statements at the Balance Sheet Date, free and clear of all Encumbrances, except
for (i) liens for current Taxes not yet due and payable; (ii) Encumbrances set
forth in Schedule 3.9(a) of the TravCorps Disclosure Schedule or reflected on
the TravCorps Financial Statements; and (iii) Encumbrances which do not
materially detract from the value or materially interfere with any present use
of such assets (clauses (i) through (iii) collectively, the "TravCorps Permitted
Encumbrances").

            (b) Schedule 3.9(b) of the TravCorps Disclosure Schedule contains a
complete and correct list of all Real Property owned by TravCorps and each of
its Subsidiaries as well as a list of any contracts or options to acquire any
Real Property. Each of TravCorps and its Subsidiaries has good and marketable
title to all such owned Real Property, free and clear of all Encumbrances except
for TravCorps Permitted Encumbrances.


                                       24

<PAGE>

            (c) Schedule 3.9(c) of the TravCorps Disclosure Schedule contains a
complete and correct list of all material items of personal property and all
Real Property leased by TravCorps and each of its Subsidiaries except for Real
Property leased in the ordinary course of business for temporary housing of
employees. TravCorps has previously delivered or made available to CCS true,
complete and correct copies of all lease documents relating to such property.
All lease documents are valid, binding and enforceable in accordance with their
terms and are in full force and effect. No event has occurred which constitutes
or, with the passing of time or giving of notice, or both, would constitute, a
material default by TravCorps under any such lease document.

            3.10 Intellectual Property.

            (a) Except as disclosed in Schedule 3.10(a) of the TravCorps
Disclosure Schedule, each of TravCorps and its Subsidiaries is the exclusive
owner of all right, title and interest in and to each of the following that are
being used in the business of TravCorps or any of its Subsidiaries as currently
conducted, and/or have been or are being developed or acquired for potential use
in the business of TravCorps or any of its Subsidiaries:

                  (i) all material computer programs and databases and their
associated system and user documentation (collectively, the "Software Products")
set forth in Schedule 3.10(a)(i) of the TravCorps Disclosure Schedule;

                  (ii) all material copyrights and copyright registrations set
forth in Schedule 3.10(a)(ii) of the TravCorps Disclosure Schedule;

                  (iii) all material patents and applications set forth in
Schedule 3.10(a)(iii) of the TravCorps Disclosure Schedule;

                  (iv) all material trademarks, service marks and tradenames
(collectively the "Marks"), and the registrations of, and/or applications to
register, any one or more of Marks


                                       25

<PAGE>

in federal, state or foreign jurisdictions set forth in Schedule 3.10(a)(iv) of
the TravCorps Disclosure Schedule; and

                  (v) all material Trade Secrets and other proprietary rights.

            The items referred to in subparagraphs (i) through (v) of this
Section 3.10(a), subject to the exclusions to ownership expressly set forth
therein, are herein referred to collectively as the "TravCorps Intellectual
Property Rights." The TravCorps Intellectual Property Rights constitute all such
rights necessary to operate the business of TravCorps and its Subsidiaries in
all material respects as it is currently conducted.

            (b) Schedule 3.10(b) of the TravCorps Disclosure Schedule sets forth
a list of all material license and similar agreements between TravCorps any of
its Subsidiaries and third parties, under which TravCorps or any of its
Subsidiaries is granted rights to the use, reproduction, distribution,
manufacture, sale or licensing of items embodying the patent, copyright, Trade
Secret, trademark or other proprietary rights of such third parties
(collectively, the "TravCorps License Rights"). Except as set forth in Schedule
3.10(b) of the TravCorps Disclosure Schedule, no Person is entitled to any
material royalty, fee and/or other payment or other consideration of whatever
nature with respect to the TravCorps License Rights or TravCorps Intellectual
Property Rights. The TravCorps License Rights and the TravCorps Intellectual
Property Rights are sometimes collectively referred to as the "TravCorps
Rights".

            (c) Schedule 3.10(c) of the TravCorps Disclosure Schedule sets forth
a list of all agreements under which TravCorps, any of its Subsidiaries, any TC
Stockholder or any of their respective Affiliates has granted any material
rights to third parties of, to or under the TravCorps Rights. All such rights
granted have been and are non-exclusive. True, correct and complete copies of
all such agreements have been delivered or made available to CCS.


                                       26

<PAGE>

            (d) No material claims with respect to the TravCorps Rights have
been asserted or, to the knowledge of TravCorps or any of its Subsidiaries, are
threatened by any Person. To the knowledge of TravCorps or any of its
Subsidiaries, as of the date hereof, there has not been and there is not any
material infringement, misappropriation or any other unauthorized use of any of
the TravCorps Rights by any third party, employee, consultant or former employee
or consultant of TravCorps or any of its Subsidiaries.

            (e) Whenever used in this Agreement: (i) "TravCorps Computer
Systems" means all the computer systems of TravCorps and its Subsidiaries
including, without limitation, all mainframes, PC's and other work stations,
peripherals and other components, and the Software Products; (ii) "TravCorps
Licensed Software Products" means any software products licensed by third
parties to TravCorps or its Subsidiaries, including, without limitation, the
software products disclosed on Schedule 3.10(a)(i) or Schedule 3.10(b); (iii)
"TravCorps Licensed Computer Systems" means all mainframes, PC's and other work
stations, peripherals and other components, and the TravCorps Licensed Software
Products; and (iv) "TravCorps Comprehensive Computer Systems" collectively
refers to the TravCorps Computer Systems and TravCorps Licensed Computer
Systems.

            (f) Except as disclosed in Schedule 3.10(f) of the TravCorps
Disclosure Schedule or as will not, individually or in the aggregate, have a
TravCorps Material Adverse Effect, the TravCorps Comprehensive Computer Systems:
(i) are capable of recognizing, processing, managing, representing,
interpreting, and manipulating correctly date-related data for dates earlier and
later than January 1, 2000, including, without limitation, calculating,
comparing, sorting (including without limitation, sorting by accurate ascending
or descending sequence), storing, tagging, and sequencing, without resulting in
or causing local or mathematical errors or inconsistencies in any user-interface
functionalities, data storage, data fields, calculations, reports, processing,
or any other input or output; (ii) have the ability to provide date recognition
for any data element represented without a date, or whose year is


                                       27

<PAGE>

represented by only two digits and the ability to automatically function into
and beyond the year 2000 without human intervention; (iii) correctly interpret
data, dates and time into and beyond the year 2000, including, without
limitation, any and all leap years; (iv) have the ability not to produce
noncompliance in existing information, nor otherwise corrupt such data; and (v)
have the ability to successfully interface with internal and external
applications or systems that have not yet achieved year 2000 compliance during
the time in which the systems and such applications and systems co-exist.

            3.11 Accounts Receivable. Except as set forth in Schedule 3.11 of
the TravCorps Disclosure Schedule, all of the accounts, notes and other
receivables of TravCorps and its Subsidiaries (i) reflected on the TravCorps
Financial Statements as of the Balance Sheet Date and (ii) as of the date
hereof, represent sales actually made in the ordinary course of business
consistent with past practice for goods or services delivered or rendered in
bona fide arm's-length transactions.

            3.12 Contracts and Commitments. Except as set forth in Schedule 3.12
of the TravCorps Disclosure Schedule:

            (a) Neither TravCorps nor any of its Subsidiaries has any
agreements, contracts, or commitments, written or oral, which involve (i) the
performance of services by TravCorps or its Subsidiaries in excess of $150,000
anticipated for fiscal year 1999 or (ii) the performance of services or delivery
of goods to TravCorps or its Subsidiaries in excess of $150,000 anticipated for
fiscal year 1999;

            (b) Neither TravCorps nor any of its Subsidiaries has any collective
bargaining or union contracts or agreements;


                                       28

<PAGE>

            (c) Neither TravCorps nor any of its Subsidiaries is restricted by
any agreement or other commitment from carrying on its business as currently
conducted anywhere in the world;

            (d) Neither TravCorps nor any of its Subsidiaries has any material
obligations for Indebtedness;

            (e) Neither TravCorps nor any of its Subsidiaries is a party to any
partnership or joint venture agreement whether or not a separate legal entity is
created thereby or any contract or agreement relating to the acquisition or
disposition of any portion of its business;

            (f) Neither TravCorps nor any of its Subsidiaries is in material
breach or default, under any contract referred to in Schedule 3.12, and there
exists no event or condition (other than the entering into of this Agreement and
the consummation of the transactions contemplated hereby) which (whether with or
without notice, lapse of time, or both) would constitute a material default by
TravCorps or any Subsidiary thereunder, give rise to a right to accelerate,
modify or terminate any material provision thereof or give rise to any material
Encumbrance on their respective material Properties or assets or a right to any
material, additional or guaranteed payments; and to the knowledge of TravCorps
or any of its Subsidiaries, no other party to any such contract or agreement is
in material breach or default thereof;

            (g) each contract and agreement referred to in Schedule 3.12 and
each contract and agreement relating to a TravCorps License Right is valid and
in full force and effect and constitutes a legal, valid and binding obligation
of TravCorps or any of its Subsidiaries, and, to the knowledge of TravCorps or
any of its Subsidiaries, the other parties thereto, enforceable in accordance
with its terms, accurate and complete copies thereof, together with all
amendments thereto, have been heretofore delivered or made available to CCS.


                                       29

<PAGE>

            3.13 Customers and Suppliers.

            (a) Schedule 3.13(a) of the TravCorps Disclosure Schedule contains a
true and complete list of the ten largest customers of TravCorps and its
Subsidiaries in order of dollar volume of sales during the period from July 26,
1998 through the Balance Sheet Date showing the total sales in dollars to each
such customer during such period.

            (b) Except as set forth on Schedule 3.13(b) of the TravCorps
Disclosure Schedule, neither TravCorps nor any of its Subsidiaries is engaged in
any material disputes with any material customers or suppliers. In addition,
neither TravCorps nor any of its Subsidiaries has any knowledge that any
material customer or group of customers of TravCorps or any of its Subsidiaries
is materially dissatisfied with its services.

            3.14 Inventory. Except as set forth in Schedule 3.14 of the
TravCorps Disclosure Schedule neither TravCorps or any of its Subsidiaries
maintains any material inventory.

            3.15 Insurance. True and complete copies of all insurance policies
or summaries of such policies (including, but not limited to, liability,
property and casualty, workers compensation, directors and officers liability,
surety bonds, key man or corporate owned life insurance, vehicular and other
insurance policies and contracts) covering TravCorps or any of its Subsidiaries
or otherwise held by or on behalf of it, or any aspect of its assets or business
have been delivered or made available to CCS. Except as set forth on Schedule
3.15, there are no pending material claims under any of the foregoing. To the
knowledge of TravCorps or any of its Subsidiaries, no party to any such
insurance policy is in material default with respect thereto, nor does any
condition exist (other than the transactions contemplated by this Agreement)
that with notice or lapse of time or both would constitute such a material
default by any party thereunder. All such insurance policies are sufficient in
all material respects for


                                       30

<PAGE>

compliance with all requirements under all material agreements or contracts to
which TravCorps or any of its Subsidiaries is a party or otherwise bound.

            3.16 Litigation, etc. Except as set forth in Schedule 3.16 of the
TravCorps Disclosure Schedule, there is no material claim, action, suit or
proceeding that is pending or, to TravCorps' knowledge, threatened on the date
hereof and to the knowledge of TravCorps there is no inquiry or investigation
pending on the date hereof, of any kind or nature whatsoever, by or before any
court or Governmental Entity against TravCorps or any of its Subsidiaries, or
which questions or challenges the validity of this Agreement or any action taken
or to be taken by any TC Stockholder pursuant to this Agreement or in connection
with the transactions contemplated hereby; and, to the knowledge of TravCorps or
any of its Subsidiaries, there is no valid basis for any such material claim,
action, suit, inquiry, proceeding or investigation. Neither TravCorps nor any of
its Subsidiaries is subject to any material judgment, order or decree.

            3.17 Compliance with Law; Necessary Authorizations; Securities
Matters.

            (a) Each of TravCorps and its Subsidiaries is duly complying and has
duly complied, in all material respects, in respect of its business, operations
and Properties, with all applicable laws, rules, regulations, orders, building
and other codes, zoning and other ordinances, Permits, authorizations, judgments
and decrees of all Governmental Entities.

            (b) Except as set forth in Schedule 3.17(b), each of TravCorps and
its Sub sidiaries has duly obtained all material Permits and Consents necessary
for the conduct of its business; each of the foregoing is set forth in Schedule
3.17(b) of the TravCorps Disclosure Schedule and is in full force and effect;
each of TravCorps and its Subsidiaries is in compliance with all material terms
of all the foregoing; there are no material proceedings pending or, to the
knowledge of TravCorps or any of its Subsidiaries, threatened which are
reasonably likely to result in the revocation, cancellation, suspension or
modification thereof, and neither TravCorps nor any of its Subsidiaries has any
knowledge of any basis therefor; and the consummation of the


                                       31

<PAGE>

transactions contemplated hereby will not result in any such revocation,
cancellation, suspension or modification nor require TravCorps or any of its
Subsidiaries or CCS to make any filing or take any action in order to maintain
the validity of any item listed on Schedule 3.17(b).

            (c) Each person or entity employed or engaged by TravCorps or any of
its Subsidiaries to provide services on behalf of TravCorps or any of its
Subsidiaries ("Licensed Service Provider") has obtained (and maintains) all
necessary licensure or certification to provide such services in compliance in
all material respects with any applicable law.

            3.18 Environmental Matters. To the knowledge of TravCorps and each
of its Subsidiaries:

            (a) All of the operations of TravCorps and each of its Subsidiaries
comply and have at all times complied, in all material respects, with all
applicable Environmental Laws, and neither TravCorps nor any of its Subsidiaries
is subject to any material TravCorps Environmental Liabilities. Neither
TravCorps nor any of its Subsidiaries nor any other Person, has engaged in,
authorized, allowed or suffered any operations or activities upon any of the
Real Property of TravCorps or its Subsidiaries for the purpose of or in any way
involving the handling, manufacture, treatment, processing, storage, use,
generation, release, discharge, emission, dumping or disposal of any Hazardous
Substances at, on or under the Real Property of TravCorps or its Subsidiaries,
except in compliance in all material respects with all applicable Environmental
Laws.

            (b) None of the Real Property or any assets of TravCorps or any of
its Subsidiaries contain any Hazardous Substances in, on, over, under or at it
in concentrations or amounts which would materially violate Environmental Laws
or impose material liability or obligations on the present or former owner,
manager, or operator of the Real Property under the Environmental Laws for any
assessment, investigation, corrective action, remediation or monitoring of
Hazardous Substances. None of such Real Property is listed or proposed for


                                       32

<PAGE>

listing on the National Priorities List pursuant to the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. ss. 9601 et
seq., ("CERCLA") or any similar inventory of sites requiring investigation or
remediation maintained by any state. Neither TravCorps nor any of its
Subsidiaries has received any notice, whether oral or written, from any
Governmental Entity or third party of any actual or threatened material
TravCorps Environmental Liabilities with respect to the Real Property of
TravCorps or any of its Subsidiaries, any assets of TravCorps or any of its
Subsidiaries or the conduct of the business of TravCorps or any of its
Subsidiaries.

            3.19 Labor Matters. (a) Except to the extent set forth in Schedule
3.19 of the TravCorps Disclosure Schedule:

            (i) there is no labor strike, or material dispute, grievance,
arbitration proceeding, slowdown or stoppage, or charge of unfair labor practice
actually pending, threatened against or affecting the operation of the business
of TravCorps or any of its Subsidiaries, other than routine individual
grievances;

            (ii) no unions or other collective bargaining units have been
certified or recognized by TravCorps or any of its Subsidiaries as representing
any of its employees and, to the knowledge of TravCorps, there are no existing
union organizing efforts or representation questions with respect to any of the
employees of TravCorps or any of its Subsidiaries.

            3.20 Employee Benefit Plans. (a) Except as set forth in Schedule
3.20 of the TravCorps Disclosure Schedule, there are no Plans. With respect to
each Plan, as applicable, accurate and complete (i) copies of each written Plan
(including all amendments thereto), (ii) written descriptions of each oral Plan,
(iii) copies of related trust or funding agreements, (iv) summary plan
descriptions, (v) summaries of material modifications, (vi) copies of the most
recent annual reports and actuarial valuations and (vii) copies of the most
recent determination


                                       33

<PAGE>

letter from the IRS for each Plan intended to qualify under Code Section 401(a)
have been heretofore delivered or made available to CCS.

            (b) None of TravCorps, any of its Subsidiaries, its TravCorps ERISA
Affiliates, or any of their respective predecessors has ever contributed to,
contributes to, has ever been required to contribute to, or otherwise
participated in or participates in or in any way, directly or indirectly, has
any liability with respect to any Employee Benefit Plan which is subject to
Title IV of ERISA.

            (c) With respect to each of the Plans on Schedule 3.20, except as
set forth on Schedule 3.20:

                  (i) each Plan intended to qualify under Section 401(a) of the
Code has received a determination letter from the IRS to the effect that the
Plan is qualified under Section 401 of the Code and any trust maintained
pursuant thereto is exempt from federal income taxation under Section 501 of the
Code and nothing has occurred (since the date of the determination letter) or is
expected to occur through the date of the Closing (including, without
limitation, the transactions contemplated by this Agreement) that caused or
could cause the loss of such qualification or exemption or the imposition of any
material penalty or tax liability;

                  (ii) all material payments required by any Plan, any
agreement, or by law (including, without limitation, all contributions,
insurance premiums, or intercompany charges) have been made;

                  (iii) no material claim, lawsuit, arbitration or other action
has been threatened, asserted, instituted, or anticipated against the Plans, any
trustee or fiduciaries thereof, TravCorps, any of its Subsidiaries, any
TravCorps ERISA Affiliate, any director, officer, or employee thereof, or any of
the assets of any trust of the Plans;


                                       34

<PAGE>

                  (iv) the Plan complies and has been maintained and operated in
all material respects in accordance with its terms and applicable law,
including, without limitation, ERISA and the Code;

                  (v) no "prohibited transaction," within the meaning of Section
4975 of the Code and Section 406 of ERISA, has occurred or is expected to occur
with respect to the Plan (and the consummation of the transactions contemplated
by this Agreement will not constitute or directly or indirectly result in such a
"prohibited transaction");

                  (vi) with respect to each Plan that is funded mostly or
partially through an insurance policy, neither TravCorps nor any of its
Subsidiaries nor any TravCorps ERISA Affiliate has any material liability in the
nature of retroactive rate adjustment, loss sharing arrangement or other actual
or contingent liability arising wholly or partially out of events occurring on
or before the Closing.

            (d) Except to the extent set forth in Schedule 3.20(d), the
consummation of the transactions contemplated by this Agreement will not give
rise to any material liability, including, without limitation, material
liability for severance pay, unemployment compensation, termination pay, or
withdrawal liability, or materially accelerate the time of payment or vesting or
materially increase the amount of compensation or benefits due to any employee,
director or stockholder of TravCorps or any of its Subsidiaries (whether
current, former, or retired) or their beneficiaries solely by reason of such
transactions. No material amounts payable under any Plan will fail to be
deductible for federal income tax purposes by virtue of Sections 280G or 162(m)
of the Code.

            (e) Neither TravCorps, any of its Subsidiaries nor any TravCorps
ERISA Affiliate maintains, contributes to, or in any way provides for any
benefits of any kind whatsoever (other than under Section 4980B of the Code, the
Federal Social Security Act, or a plan qualified under Section 401(a) of the
Code) to any current or future retiree or terminee.


                                       35

<PAGE>

            (f) Neither TravCorps, any of its Subsidiaries nor any TravCorps
ERISA Affiliate, or any officer or employee thereof, has made any promises or
commitments, whether legally binding or not, to create any material additional
plan, agreement, or arrangement, or to materially modify or change any existing
Plan.

            3.21 Questionable Payments. Neither the TC Stockholders nor any
director, officer, agent, employee, or any other Person acting on behalf of the
TC Stockholders, or TravCorps or any of its Subsidiaries, has, directly or
indirectly, used any corporate funds for unlawful contributions, gifts,
entertainment, or other unlawful expenses; made any unlawful payment to
government officials or employees or to political parties or campaigns;
established or maintained any unlawful fund of corporate monies or other assets;
made or received any bribe, or any unlawful rebate, payoff, influence payment,
kickback or other payment; given any favor or gift which is not deductible for
federal income tax purposes; or made any bribe, kickback, or other payment of a
similar or comparable nature, to any governmental or non-governmental Person,
regardless of form, whether in money, property, or services, to obtain favorable
treatment in securing business or to obtain special concessions, or to pay for
favorable treatment for business or for special concessions secured.

            3.22 Finders. No TC Stockholder and none of TravCorps' or its
Subsidiaries' directors or officers, have taken any action that, directly or
indirectly, would obligate CCS, TravCorps or any of its Subsidiaries, to anyone
acting as broker, finder, financial advisor or in any similar capacity in
connection with this Agreement or any of the transactions contemplated hereby.


                                       36

<PAGE>

                                   ARTICLE IV

                               REPRESENTATIONS AND

                       WARRANTIES OF THE CCS STOCKHOLDERS


                                       37

<PAGE>

            Each of the CCS Stockholders, on a basis that is several and not
joint, hereby represents and warrants to TravCorps and the TC Stockholders as
follows (all such representations and warranties are qualified by the CCS
Disclosure Schedule attached to this Agreement as Exhibit IV):

            4.1 Organization and Qualification. CCS is a corporation duly
organized, validly existing and in good standing in the State of Delaware, with
corporate power and authority to own, lease and operate its assets and
Properties and carry on its business as presently owned or conducted. CCS is
licensed or qualified to transact business and is in good standing as a foreign
corporation in each jurisdiction in which the ownership, use or leasing of its
assets or Properties, or the conduct or nature of its business makes such
licensing or qualification necessary and in which the failure to be so licensed
or qualified and in good standing would reasonably be expected to have a CCS
Material Adverse Effect. Each such jurisdiction is set forth in Schedule 4.1 of
the CCS Disclosure Schedule. The name of each director and officer of CCS on the
date hereof, and the position held by each such individual with CCS, is set
forth on Schedule 4.1 of the CCS Disclosure Schedule. The copies of the
certificate of incorporation, including all amendments thereto, and by-laws of
CCS delivered to TravCorps prior to the date hereof are complete and accurate
copies of such instruments as currently in effect. Since the date of its
incorporation, Merger Subsidiary has not engaged in any activities other than in
connection with or as contemplated by this Agreement.

            4.2 Authority; No Breach. (a) Each of the CCS Stockholders has all
requisite power and authority to execute and deliver this Agreement and the
Operative Documents to which it is or shall, pursuant to this Agreement, be a
party, and to perform, carry out and consummate the transactions contemplated
hereby and thereby. The execution, delivery and performance of this Agreement
and the Operative Documents to which he or it is or shall, pursuant to this
Agreement, be a party have been duly and validly authorized by all necessary
limited partnership or other action on the part of such CCS Stockholder. This
Agreement and the


                                       38

<PAGE>

Operative Documents to which he or it is, or will be a party, have been, or will
be, duly executed and delivered by such CCS Stockholder and (assuming the due
authorization, execution and delivery by the other parties hereto and thereto)
constitute the legal, valid and binding obligations of such CCS Stockholder.

            (b) CCS has all requisite corporate power and authority to execute
and deliver this Agreement and the Operative Documents to which it is or shall,
pursuant to this Agreement, be a party, and to perform, carry out and consummate
the transactions contemplated hereby and thereby. The execution, delivery and
performance of this Agreement and the Operative Documents to which CCS is or
shall, pursuant to this Agreement, be a party have been duly and validly
authorized by all necessary corporate action on the part of CCS. This Agreement
and the Operative Documents to which CCS is, or will be a party, has been, or
will be, duly executed and delivered by CCS and (assuming the due authorization,
execution and delivery by the other parties hereto and thereto) constitutes the
legal, valid and binding obligation of CCS.

            (c) Except as set forth in Schedule 4.2(c) of the CCS Disclosure
Schedule, neither the execution and delivery of this Agreement or any Operative
Document by any of the CCS Stockholders nor the consummation of any of the
transactions contemplated herein or therein, nor the full performance by each of
the CCS Stockholders of their obligations hereunder or thereunder do or will:
(i) if applicable, violate any provision of the limited partnership agreement of
such CCS Stockholder; (ii) conflict with, result in a breach or violation of, or
constitute a default under (or an event which, with or without notice, lapse of
time or both, would constitute a default) or result in the invalidity of, or
accelerate the performance required by or cause or give rise to any right of
acceleration or termination of any right or obligation pursuant to any agreement
or commitment to which any of the CCS Stockholders is a party or by which any of
the CCS Stockholders (or any of their respective assets or Properties) is
subject or bound; (iii) result in the creation of, or give any third party the
right to create, any Encumbrance upon any assets or Properties of any CCS
Stockholder; (iv) conflict with, violate, result in a breach of


                                       39

<PAGE>

or constitute a default under any writ, injunction, statute, law, ordinance,
rule, regulation, judgment, award, Permit, decree, order, or process of any
Governmental Entity to which any CCS Stockholder or any assets or Properties of
any CCS Stockholder are subject; (v) terminate or modify, or give any third
party the right to terminate or modify, the provisions or terms of any contract
or agreement to which any CCS Stockholder is a party or by which any of the CCS
Stockholders (or any of their respective assets or Properties) is subject or
bound; which in the case of clauses (ii) through (v) would reasonably be
expected to have a material adverse effect on the validity or enforceability of
this Agreement or on the ability of such CCS Stockholder to perform its
obligations hereunder.

            (d) Except as set forth in Schedule 4.2(d) of the CCS Disclosure
Schedule, neither the execution and delivery of this Agreement or any Operative
Document by CCS nor the consummation of any of the transactions contemplated
herein or therein, nor the full performance by CCS of its obligations hereunder
or thereunder do or will: (i) violate any provision of the certificate of
incorporation or bylaws of CCS or any of its Subsidiaries; (ii) conflict with,
result in a breach or violation of, or constitute a default under (or an event
which, with or without notice, lapse of time or both, would constitute a
default) or result in the invalidity of, or accelerate the performance required
by or cause or give rise to any right of acceleration or termination of any
right or obligation pursuant to any agreement or commitment to which CCS or any
of its Subsidiaries is a party or by which any of them (or any of their
respective assets or Properties) is subject or bound; (iii) result in the
creation of, or give any third party the right to create, any Encumbrance upon
any assets or Properties of CCS or any of its Subsidiaries; (iv) conflict with,
violate, result in a breach of or constitute a default under any writ,
injunction, statute, law, ordinance, rule, regulation, judgment, award, Permit,
decree, order, or process of any Governmental Entity to which CCS, any of its
Subsidiaries or any assets or Properties of any of the foregoing are subject,
(v) terminate or modify, or give any third party the right to terminate or
modify, the provisions or terms of any contract or agreement to which CCS or any
of its


                                       40

<PAGE>

Subsidiaries is a party or by which any of the foregoing (or any of their
respective assets or Properties) is subject or bound; or (vi) result in or give
to any Person any additional rights or entitlement to increased, additional,
accelerated or guaranteed payments under any contract or agreement to which CCS
or any of its Subsidiaries is a party or by which any of their respective assets
or Properties is subject or bound; which, in the case of clauses (ii) through
(vi), would reasonably be expected to have a CCS Material Adverse Effect.

            4.3 Securities and Ownership; Subsidiaries. (a) The total number of
shares of capital stock, and the classes and par values thereof, which CCS is
authorized to issue, the designation, par value and number of such shares which
are issued and outstanding and the identity of and number of such outstanding
shares owned (of record) by each holder thereof are as set forth in Schedule
4.3(a) of the CCS Disclosure Schedule.

            (b) CCS has not issued any securities in violation of any preemptive
or similar rights. Except as set forth in Schedule 4.3(b) of the CCS Disclosure
Schedule, there are no outstanding (i) securities convertible into or
exchangeable for any shares of capital stock or other securities of CCS; (ii)
subscriptions, options, "phantom" stock rights, warrants, calls, commitments,
preemptive rights or other rights of any kind (absolute, contingent or
otherwise) entitling any party to acquire or otherwise receive from CCS any
shares of capital stock or other securities or receive or exercise any benefits
or rights similar to any rights enjoyed by or enuring to the holder of capital
stock of CCS; (iii) contracts, commitments, agreements, understandings or
arrangements of any kind relating to the issuance of any capital stock,
convertible or exchangeable securities, or any subscriptions, options, warrants
or similar rights of CCS or granting to any Person any right to participate in
the equity or income of CCS or to participate in or direct the election of any
director or officer of CCS or the manner in which any shares of CCS's capital
stock are voted. There are no shares of stock or other securities of CCS
reserved for issuance for any purpose other than pursuant to option plans
described in Schedule 4.3(b).


                                       41

<PAGE>

            (c) All of the outstanding shares of CCS Common Stock are duly
authorized, validly issued, fully paid and nonassessable.

            (d) Schedule 4.3(d) of the CCS Disclosure Schedule sets forth the
names of each Subsidiary of CCS and shows for each Subsidiary of CCS: (i) its
jurisdiction of organization; (ii) the authorized and outstanding capital stock
or other ownership interests of each Subsidiary of CCS; and (iii) the identity
of and number of shares of such capital stock owned (of record and beneficially)
by each holder thereof.

            (e) Each Subsidiary of CCS is duly organized, validly existing and
in good standing in the state of its organization, with full corporate power and
authority to own, lease and operate its assets and Properties and carry on its
business as presently owned or conducted. Each Subsidiary of CCS is licensed or
qualified to transact business and is in good standing as a foreign corporation
in each of the jurisdictions indicated in Schedule 4.3(e) of the CCS Disclosure
Schedule, which are the only jurisdictions in which the ownership, use or
leasing of its assets or Properties, or the conduct or nature of its business
makes such licensing or qualification necessary, except where the failure to be
so qualified or in good standing would not, individually or in the aggregate,
have a CCS Material Adverse Effect.

            (f) All shares of capital stock of each Subsidiary of CCS issued and
outstanding are duly authorized, validly issued, fully paid and nonassessable.

            (g) Except as set forth in Schedule 4.3(g) of the CCS Disclosure
Schedule, there are no outstanding (i) securities convertible into or
exchangeable for any shares of capital stock or other securities of any
Subsidiary of CCS; (ii) subscriptions, options, warrants, calls, commitments,
preemptive rights or other rights of any kind (absolute, contingent or
otherwise) entitling any party to acquire or otherwise receive from any
Subsidiary of CCS any shares of capital stock or other securities; (iii)
contracts, preemptive rights, commitments, agreements, understandings or
arrangements of any kind relating to the issuance of any capital stock,


                                       42

<PAGE>

convertible or exchangeable securities, or any subscriptions, options, warrants
or similar rights of any Subsidiary of CCS; or (iv) rights of any Person to be
paid as if he, she or it were a holder of equity interests in any Subsidiary of
CCS or securities convertible into or exchangeable for equity interests in any
Subsidiary of CCS, including, without limitation, phantom stock and stock
appreciation rights. Except as set forth in Schedule 4.3(g) of the CCS
Disclosure Schedule, there are no shares of stock or other securities of any
Subsidiary of CCS reserved for issuance for any purpose and no Subsidiary of CCS
is a party to any voting agreements, voting trusts, proxies or other agreements,
instruments or understandings with respect to the voting of any shares of the
capital stock of such Subsidiary, or any agreement with respect to the
transferability, purchase or redemption of any shares of capital stock of such
Subsidiary.

            (h) Except for the Subsidiaries of CCS set forth in Schedule 4.3(d)
of the CCS Disclosure Schedule, and as set forth in Schedule 4.3(h) of the CCS
Disclosure Schedule, CCS does not own, Directly or Indirectly, any economic,
voting or other ownership interest in any Person.

            4.4 CCS Financial Statements. CCS has heretofore delivered to
TravCorps true and correct copies of the CCS Financial Statements. The CCS
Financial Statements have been prepared from the books and records of CCS and
Cross Country Staffing, its predecessor entity, and present fairly (i) the
consolidated unaudited financial position of CCS and its Subsidiary at the date
thereof and (ii) the pro-forma consolidated unaudited results of operations of
CCS and its predecessor for the period then ended, in each case in accordance
with GAAP (subject to normal year-end adjustments and except for the absence of
footnotes).

            4.5 Interests of Related Persons. Except as set forth in Schedule
4.5 of the CCS Disclosure Schedule, no officer or director of TravCorps or any
of its Subsidiaries and none of the CCS Stockholders nor any relative of any of
the CCS Stockholders that is an individual:


                                       43

<PAGE>

            (i) owns any interest in any Person which is a competitor, supplier
or customer of CCS or any of its Subsidiaries or serves as an officer, director,
employee or consultant for any such Person;

            (ii) owns, in whole or in part, any Property, asset or right, used
in connection with the business of CCS or any of its Subsidiaries;

            (iii) has an interest in any contract or agreement with CCS or any
of its Subsidiaries; or

            (iv) has any contractual arrangements with CCS or any of its
Subsidiaries.

            4.6 Absence of Undisclosed Liabilities. Except as set forth in
Schedule 4.6 of the CCS Disclosure Schedule, neither CCS nor any of its
Subsidiaries has any material liabilities, losses or obligations of any nature
(whether absolute, known or unknown, accrued, fixed, contingent, liquidated,
unliquidated, due or to become due, or otherwise), except for (i) liabilities
included or reflected in the CCS Financial Statements and adequately reflected
or reserved against therein, or (ii) liabilities or performance obligations
arising in the ordinary course of business (and not as a result of a breach or
default by CCS or any of its Subsidiaries). Neither CCS nor any of its
Subsidiaries nor any CCS Stockholder knows of any basis for the assertion
against CCS of any such material liability.

            4.7 Absence of Certain Changes or Events. Except as set forth in
Schedule 4.7 of the CCS Disclosure Schedule, since the Balance Sheet Date the
business of CCS and its Subsidiaries has been conducted only in the ordinary and
usual course. Without limiting the generality of the foregoing, except as set
forth in Schedule 4.7 of the CCS Disclosure Schedule, since the Balance Sheet
Date neither CCS nor any of its Subsidiaries has:

            (a) suffered any CCS Material Adverse Effect;


                                       44

<PAGE>

            (b) suffered any material damage, destruction or casualty loss
(whether or not covered by insurance) or condemnation taking or other proceeding
which would reasonably be expected to have a CCS Material Adverse Effect;

            (c) except for increases in salary in the ordinary course of
business, entered into or amended any employment or consulting contract or
commitment (whether oral or written) or compensation arrangement or employee
benefit plan, or changed or committed to change (including any change pursuant
to any bonus, pension, profit-sharing or other plan, commitment, policy or
arrangement) the compensation payable or to become payable to any of its
officers, directors, key employees, agents or consultants, or made any pension,
retirement, profit-sharing, bonus or other employee welfare or benefit payment
or contribution other than payments or contributions required by the governing
documents of the foregoing, copies of which have been delivered or made
available to TravCorps;

            (d) made or proposed any change in its accounting or tax methods,
principles or practices, except for such changes which are required by GAAP or
by law;

            (e) authorized, declared, set aside or paid any dividend or other
distribution with respect of its capital stock;

            (f) Directly or Indirectly redeemed, purchased or otherwise acquired
any of its shares of capital stock or authorized any stock split,
reclassification or recapitalization or otherwise changed the terms or
provisions of any of its capital stock;

            (g) incurred any material Indebtedness or made any loan, advance or
capital contribution to any person except in the ordinary course of business;

            (h) paid, discharged or satisfied any material claim, liability or
obligation other than the payment, discharge or satisfaction of liabilities and
obligations incurred in the ordinary course of business;


                                       45

<PAGE>

            (i) (i) prepaid any material obligation having a fixed maturity of
more than 90 days from the date such obligation was issued or incurred, or (ii)
not paid, within a reasonable date of when due, any account payable, or sought
the extension of the payment date of any such account payable;

            (j) permitted or allowed any material portion of its Property or
assets to be subjected to any Encumbrance, except for liens for current Taxes
not yet due;

            (k) sold, transferred, or otherwise disposed of any material portion
of its Properties or assets, except in the ordinary course of business;

            (l) made any capital expenditures or commitments in excess of
$200,000 in the aggregate for repairs or additions to property, plant, equipment
or tangible capital assets; or

            (m) agreed, whether in writing or otherwise, to take any action
described in this Section 4.7.

            4.8 Taxes.

            (a) Each of CCS and its Subsidiaries has duly, timely and properly
filed when due, all federal, state, local, foreign and other Tax Returns
required to be filed by it with respect to its sales, income, business or
operations (including without limitation any consolidated or combined Tax
Returns in which it is included) and such Tax Returns are true, complete and
accurate in all material respects. Except as may otherwise have been
communicated to TravCorps prior to the date hereof in a writing referring to
this Section, each of CCS and its Subsidiaries has duly paid all Taxes due from
CCS or any of its Subsidiaries as shown on such Tax Returns.

            (b) Except as set forth in Schedule 4.8(b), all amounts required to
be withheld by CCS or any of its Subsidiaries from customers or from or on
behalf of employees for income,


                                       46

<PAGE>

payroll, social security and unemployment insurance taxes have been collected or
withheld and either paid to the appropriate Governmental Entity or set aside
and, to the extent required by law, held in accounts for such purpose.

            (c) Except as set forth in Schedule 4.8(c) of the CCS Disclosure
Schedule, (i) there currently are no pending or, to the knowledge of CCS or any
of its Subsidiaries, threatened actions or proceedings (including, without
limitation, audit proceedings) by any applicable taxing authority for the
assessment, collection, adjustment or deficiency of Taxes against CCS or any of
its Subsidiaries, and (ii) neither CCS nor any of its Subsidiaries has received
any notice of deficiency or assessment from any federal, state, local or foreign
taxing authority with respect to liabilities for any material Taxes of CCS or
any of its Subsidiaries. Except as set forth in Schedule 4.8(c) of the CCS
Disclosure Schedule, there are no outstanding agreements or waivers extending
the statutory period of limitation applicable to any assessment or audit of any
Tax or Tax Return of CCS or any of its Subsidiaries for any period.

            (d) To the knowledge of CCS and each of its Subsidiaries, there is
no existing fact or circumstance that will cause the Merger to fail to qualify
as a "reorganization" within the meaning of Section 368 of the Code.

            (e) CCS is not liable as successor or transferee for any liability
or obligation of any Grace Entity pertaining to Taxes (including, without
limitation, withholding Taxes caused by or arising from any Grace Entity's
practices with regard to meal and incidental expense payments, lodging
allowances or in-kind lodging).

            4.9 Assets.

            (a) Each of CCS and its Subsidiaries has good title to all the
material items of personal property assets (tangible and intangible) which CCS
or any of its Subsidiaries purports to own on the date hereof, including without
limitation, those reflected in the CCS Financial


                                       47

<PAGE>

Statements at the Balance Sheet Date, free and clear of all Encumbrances, except
for (i) liens for current Taxes not yet due and payable; (ii) Encumbrances set
forth in Schedule 4.9(a) of the CCS Disclosure Schedule or reflected on the CCS
Financial Statements; and (iii) Encumbrances which do not materially detract
from the value or materially interfere with any present use of such assets.
Neither CCS nor any of its Subsidiaries owns any Real Property.

            (b) Schedule 4.9(b) of the CCS Disclosure Schedule contains a
complete and correct list of all material items of personal property and all
Real Property leased by CCS and each of its Subsidiaries except for Real
Property leased in the ordinary course of business for temporary housing of
employees. CCS has previously delivered or made available to TravCorps true,
complete and correct copies of all lease documents relating to such property.
All lease documents are valid, binding and enforceable in accordance with their
terms and are in full force and effect. No event has occurred which constitutes
or, with the passing of time or giving of notice, or both, would constitute, a
material default by CCS under any such lease document.

            4.10 Intellectual Property.

            (a) Except as disclosed in Schedule 4.10(a) of the CCS Disclosure
Schedule, each of CCS and its Subsidiaries is the exclusive owner of all right,
title and interest in and to each of the following that are being used in the
business of CCS or any of its Subsidiaries as currently conducted, and/or have
been or are being developed or acquired for potential use in the business of CCS
or any of its Subsidiaries:

                  (i) all material computer programs and databases and their
associated system and user documentation (collectively, the "Software Products")
set forth in Schedule 4.10(a)(i) of the CCS Disclosure Schedule;

                  (ii) all material copyrights and copyright registrations set
forth in Schedule 4.10(a)(ii) of the CCS Disclosure Schedule;


                                       48

<PAGE>

                  (iii) All material trademarks, service marks and trade names
(collectively the "Marks"), and the registrations of, and/or applications to
register, any one or more of Marks in federal, state or foreign jurisdictions
set forth in Schedule 4.10(a)(iv) of the CCS Disclosure Schedule; and

                  (iv) all material Trade Secrets and other proprietary rights.

            The items referred to in subparagraphs (i) through (iv) of this
Section 4.10(a), subject to the exclusions to ownership expressly set forth
therein, are herein referred to collectively as the "CCS Intellectual Property
Rights." The CCS Intellectual Property Rights constitute all such rights
necessary to operate the business of CCS and its Subsidiaries in all material
respects as it is currently conducted.

            (b) Schedule 4.10(b) of the CCS Disclosure Schedule sets forth a
list of all material license and similar agreements between CCS any of its
Subsidiaries and third parties, under which CCS or any of its Subsidiaries is
granted rights to the use, reproduction, distribution, manufacture, sale or
licensing of items embodying the copyright, Trade Secret, trademark or other
proprietary rights of such third parties (collectively, the "CCS License
Rights"). Except as set forth in Schedule 4.10(b) of the CCS Disclosure
Schedule, no Person is entitled to any material royalty, fee and/or other
payment or other consideration of whatever nature with respect to the CCS
License Rights or CCS Intellectual Property Rights. The CCS License Rights and
the CCS Intellectual Property Rights are sometimes collectively referred to as
the "CCS Rights".

            (c) Schedule 4.10(c) of the CCS Disclosure Schedule sets forth a
list of all agreements under which CCS or any of its Subsidiaries or any CCS
Stockholder of any of their respective Affiliates, has granted any material
rights to third parties of, to or under the CCS Rights. All such rights granted
have been and are non-exclusive. True, correct and complete copies of all such
agreements have been delivered or made available to TravCorps.


                                       49

<PAGE>

            (d) No material claims with respect to the CCS Rights have been
asserted or, to the knowledge of CCS or any of its Subsidiaries, are threatened
by any Person. To the knowledge of CCS or any of its Subsidiaries, as of the
date hereof, there has not been and there is not any material infringement,
misappropriation or any other unauthorized use of any of the CCS Rights by any
third party, employee, consultant or former employee or consultant of CCS or any
of its Subsidiaries.

            (e) Whenever used in this Agreement: (i) "CCS Computer Systems"
means all the computer systems of CCS and its Subsidiaries including, without
limitation, all mainframes, PC's and other work stations, peripherals and other
components, and the Software Products; (ii) "CCS Licensed Software Products"
means any software products licensed by third parties to CCS or its
Subsidiaries, including, without limitation, the software products disclosed on
Schedule 4.10(a)(i) or Schedule 4.10(b); (iii) "CCS Licensed Computer Systems"
means all mainframes, PC's and other work stations, peripherals and other
components, and the CCS Licensed Software Products; and (iv) "CCS Comprehensive
Computer Systems" collectively refers to the CCS Computer Systems and CCS
Licensed Computer Systems.

            (f) Except as disclosed in Schedule 4.10(f) of the CCS Disclosure
Schedule, or as will not, individually or in the aggregate, have a CCS Material
Adverse Effect, the CCS Comprehensive Computer Systems: (i) are capable of
recognizing, processing, managing, representing, interpreting, and manipulating
correctly date-related data for dates earlier and later than January 1, 2000,
including, without limitation, calculating, comparing, sorting (including
without limitation, sorting by accurate ascending or descending sequence),
storing, tagging, and sequencing, without resulting in or causing local or
mathematical errors or inconsistencies in any user-interface functionalities,
data storage, data fields, calculations, reports, processing, or any other input
or output; (ii) have the ability to provide date recognition for any data
element represented without a date, or whose year is represented by only two
digits and the ability to automatically function into and beyond the year 2000
without human intervention; (iii) correctly


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<PAGE>

interpret data, dates and time into and beyond the year 2000, including, without
limitation, any and all leap years; (iv) have the ability not to produce
noncompliance in existing information, nor otherwise corrupt such data; and (v)
have the ability to successfully interface with internal and external
applications or systems that have not yet achieved year 2000 compliance during
the time in which the systems and such applications and systems co-exist.

            4.11 Accounts Receivable. Except as set forth in Schedule 4.11 of
the CCS Disclosure Schedule, all of the accounts, notes and other receivables of
CCS and its Subsidiaries (i) reflected on the CCS Financial Statements as of the
Balance Sheet Date and (ii) as of the date hereof, represent sales actually made
in the ordinary course of business consistent with past practice for goods or
services delivered or rendered in bona fide arm's-length transactions.

            4.12 Contracts and Commitments. Except as set forth in Schedule 4.12
of the CCS Disclosure Schedule:

            (a) Neither CCS nor any of its Subsidiaries has any agreements,
contracts, or commitments, written or oral, which involve (i) the performance of
services by CCS or its Subsidiaries in excess of $150,000 anticipated for fiscal
year 1999 or (ii) the performance of services or delivery of goods to CCS or its
Subsidiaries in excess of $150,000 anticipated for fiscal year 1999.

            (b) Neither CCS nor any of its Subsidiaries has any collective
bargaining or union contracts or agreements;

            (c) Neither CCS nor any of its Subsidiaries is restricted by any
agreement or other commitment from carrying on its business as currently
conducted anywhere in the world;

            (d) Neither CCS nor any of its Subsidiaries has any material
obligations for Indebtedness;


                                       51

<PAGE>

            (e) Neither CCS nor any of its Subsidiaries is a party to any
partnership or joint venture agreement whether or not a separate legal entity is
created thereby or any contract or agreement relating to the acquisition or
disposition of any portion of its business;

            (f) Neither CCS nor any of its Subsidiaries is in material breach or
default, under any contract referred to in Schedule 4.12, and there exists no
event or condition (other than the entering into of this Agreement and the
consummation of the transactions contemplated thereby) which (whether with or
without notice, lapse of time, or both) would constitute a material default by
CCS or any Subsidiary thereunder, give rise to a right to accelerate, modify or
terminate any material provision thereof or give rise to any material
Encumbrance on their respective material Properties or assets or a right to any
material, additional or guaranteed payments; and to the knowledge of CCS or any
of its Subsidiaries, no other party to any such contract or agreement is in
material breach or default thereof;

            (g) each contract and agreement referred to in Schedule 4.12 and
each contract and agreement relating to a CCS License Right is valid and in full
force and effect and constitutes a legal, valid and binding obligation of CCS or
any of its Subsidiaries, and, to the knowledge of CCS or any of its
Subsidiaries, the other parties thereto, enforceable in accordance with its
terms, accurate and complete copies thereof, together with all amendments
thereto, have been heretofore delivered or made available to TravCorps.

            4.13 Customers and Suppliers.

            (a) Schedule 4.13(a) of the CCS Disclosure Schedule contains a true
and complete list of the ten largest customers of CCS and its Subsidiaries in
order of dollar volume of sales during the period from July 31, 1998 through the
Balance Sheet Date showing the total sales in dollars to each such customer
during such period.


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<PAGE>

            (b) Except as set forth on Schedule 4.13(b) of the CCS Disclosure
Schedule neither CCS nor any of its Subsidiaries is engaged in any material
disputes with any material customers or suppliers. In addition, neither CCS nor
any of its Subsidiaries has any knowledge that any material customer or group of
customers of CCS or any of its Subsidiaries is materially dissatisfied with its
services.

            4.14 Inventory. Except as set forth in Schedule 4.14 of the CCS
Disclosure Schedule, neither CCS nor any of its Subsidiaries maintains any
material inventory.

            4.15 Insurance. True and complete copies of all insurance policies
or summaries of such policies (including, but not limited to, liability,
property and casualty, workers compensation, directors and officers liability,
surety bonds, key man or corporate owned life insurance, vehicular and other
insurance policies and contracts) covering CCS or any of its Subsidiaries or
otherwise held by or on behalf of it, or any aspect of its assets or business
have been delivered or made available to TravCorps. Except as set forth on
Schedule 4.15, there are no pending material claims under any of the foregoing.
To the knowledge of CCS or any of its Subsidiaries, no party to any such
insurance policy is in material default with respect thereto, nor does any
condition exist that with notice or lapse of time or both would constitute such
a material default by any party thereunder. All such insurance policies are
sufficient in all material respects for compliance with all requirements under
all material agreements or contracts to which CCS or any of its Subsidiaries is
a party or otherwise bound.

            4.16 Litigation, etc. Except as set forth in Schedule 4.16 of the
CCS Disclosure Schedule, there is no material claim, action, suit, or proceeding
that is pending or to CCS's knowledge, threatened on the date hereof, and to the
knowledge of CCS there is no inquiry or investigation pending on the date
hereof, of any kind or nature whatsoever, by or before any court or Governmental
Entity against CCS or any of its Subsidiaries, or which questions or challenges
the validity of this Agreement or any action taken or to be taken by CCS


                                       53

<PAGE>

or any CCS Stockholders pursuant to this Agreement or in connection with the
transactions contemplated hereby; and, to the knowledge of CCS or any of its
Subsidiaries, there is no valid basis for any such material claim, action, suit,
inquiry, proceeding or investigation. Neither CCS nor any of its Subsidiaries is
subject to any material judgment, order or decree.

            4.17 Compliance with Law; Necessary Authorizations; Securities
Matters.

            (a) Each of CCS and its Subsidiaries is duly complying and has duly
complied, in all material respects, in respect of its business, operations and
Properties, with all applicable laws, rules, regulations, orders, building and
other codes, zoning and other ordinances, Permits, authorizations, judgments and
decrees of all Governmental Entities.

            (b) Each of CCS and its Subsidiaries has duly obtained all material
Permits and Consents necessary for the conduct of its business; each of the
foregoing is set forth in Schedule 4.17(b) of the CCS Disclosure Schedule and is
in full force and effect; each of CCS and its Subsidiaries is in compliance with
all material terms of all the foregoing; there are no material proceedings
pending or, to the knowledge of CCS or any of its Subsidiaries, threatened which
are reasonably likely to result in the revocation, cancellation, suspension or
modification thereof, and neither CCS nor any of its Subsidiaries has any
knowledge of any basis therefor; and the consummation of the transactions
contemplated hereby will not result in any such revocation, cancellation,
suspension or modification nor require CCS or any of its Subsidiaries or
TravCorps to make any filing or take any action in order to maintain the
validity of any item listed on Schedule 4.17(b).

            (c) Each Licensed Service Provider employed or engaged by CCS or any
of its Subsidiaries to provide services on behalf of CCS or any of its
Subsidiaries has obtained (and maintains) all necessary licensure or
certification to provide such services in compliance in all material respects
with any applicable law.


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<PAGE>

            4.18 Environmental Matters. To the knowledge of CCS and each of its
Subsidiaries:

            (a) All of the operations of CCS and each of its Subsidiaries comply
and have at all times complied, in all material respects, with all applicable
Environmental Laws, and neither CCS nor any of its Subsidiaries is subject to
any material CCS Environmental Liabilities. Neither CCS nor any of its
Subsidiaries nor, any other Person, has engaged in, authorized, allowed or
suffered any operations or activities upon any of the Real Property of CCS or
its Subsidiaries for the purpose of or in any way involving the handling,
manufacture, treatment, processing, storage, use, generation, release,
discharge, emission, dumping or disposal of any Hazardous Substances at, on or
under the Real Property of CCS or its Subsidiaries, except in compliance in all
material respects with all applicable Environmental Laws.

            (b) None of the Real Property or any assets of CCS or any of its
Subsidiaries contain any Hazardous Substances in, on, over, under or at it in
concentrations or amounts which would materially violate Environmental Laws or
impose material liability or obligations on the present or former owner,
manager, or operator of the Real Property under the Environmental Laws for any
assessment, investigation, corrective action, remediation or monitoring of
Hazardous Substances. None of such Real Property of CCS or its Subsidiaries is
listed or proposed for listing on the National Priorities List pursuant to
CERCLA, or any similar inventory of sites requiring investigation or remediation
maintained by any state. Neither CCS nor any of its Subsidiaries has received
any notice, whether oral or written, from any Governmental Entity or third party
of any actual or threatened material CCS Environmental Liabilities with respect
to the Real Property of CCS or its Subsidiaries, any assets of CCS or any of its
Subsidiaries or the conduct of the business of CCS or any of its Subsidiaries.

            4.19 Labor Matters. (a) Except to the extent set forth in Schedule
4.19 of the CCS Disclosure Schedule:


                                       55

<PAGE>

            (i) there is no labor strike, or material dispute, grievance,
arbitration proceeding, slowdown or stoppage, or charge of unfair labor practice
actually pending, threatened against or affecting the operation of the business
of CCS or any of its Subsidiaries, other than routine individual grievances;

            (ii) no unions or other collective bargaining units have been
certified or recognized by CCS or any of its Subsidiaries as representing any of
its employees and, to the knowledge of CCS, there are no existing union
organizing efforts or representation questions with respect to any of the
employees of CCS or any of its Subsidiaries.

            4.20 Employee Benefit Plans. (a) Except as set forth in Schedule
4.20 of the CCS Disclosure Schedule, there are no Plans. With respect to each
Plan, as applicable, accurate and complete (i) copies of each written Plan
(including all amendments thereto), (ii) written descriptions of each oral Plan,
(iii) copies of related trust or funding agreements, (iv) summary plan
descriptions, (v) summaries of material modifications, (vi) copies of the most
recent annual reports and actuarial valuations and (vii) copies of the most
recent determination letter from the IRS for each Plan intended to qualify under
Code Section 401(a) have been heretofore delivered or made available to
TravCorps.

            (b) None of CCS, any of its Subsidiaries, its CCS ERISA Affiliates,
or any of their respective predecessors has ever contributed to, contributes to,
has ever been required to contribute to, or otherwise participated in or
participates in or in any way, directly or indirectly, has any liability with
respect to any Employee Benefit Plan which is subject to Title IV of ERISA.

            (c) With respect to each of the Plans on Schedule 4.20, except as
set forth on Schedule 4.20:


                                       56

<PAGE>

                  (i) each Plan intended to qualify under Section 401(a) of the
Code has received a determination letter from the IRS to the effect that the
Plan is qualified under Section 401 of the Code and any trust maintained
pursuant thereto is exempt from federal income taxation under Section 501 of the
Code and nothing has occurred (since the date of the determination letter) or is
expected to occur through the date of the Closing (including, without
limitation, the transactions contemplated by this Agreement) that caused or
could cause the loss of such qualification or exemption or the imposition of any
penalty or tax liability;

                  (ii) all material payments required by any Plan, any
agreement, or by law (including, without limitation, all contributions,
insurance premiums, or intercompany charges) have been made;

                  (iii) no material claim, lawsuit, arbitration or other action
has been threatened, asserted, instituted, or anticipated against the Plans, any
trustee or fiduciaries thereof, CCS, any of its Subsidiaries, any CCS ERISA
Affiliate, any director, officer, or employee thereof, or any of the assets of
any trust of the Plans;

                  (iv) the Plan complies and has been maintained and operated in
all material respects in accordance with its terms and applicable law,
including, without limitation, ERISA and the Code;

                  (v) no "prohibited transaction," within the meaning of Section
4975 of the Code and Section 406 of ERISA, has occurred or is expected to occur
with respect to the Plan (and the consummation of the transactions contemplated
by this Agreement will not constitute or directly or indirectly result in such a
"prohibited transaction");

                  (vi) with respect to each Plan that is funded mostly or
partially through an insurance policy, neither CCS nor any of its Subsidiaries
nor any CCS ERISA Affiliate has any material liability in the nature of
retroactive rate adjustment, loss sharing arrangement or


                                       57

<PAGE>

other actual or contingent liability arising wholly or partially out of events
occurring on or before the Closing.

            (d) Except to the extent set forth in Schedule 4.20(d) the
consummation of the transactions contemplated by this Agreement will not give
rise to any material liability, including, without limitation, material
liability for severance pay, unemployment compensation, termination pay, or
withdrawal liability, or materially accelerate the time of payment or vesting or
materially increase the amount of compensation or benefits due to any employee,
director or stockholder of CCS or any of its Subsidiaries (whether current,
former, or retired) or their beneficiaries solely by reason of such
transactions. No material amounts payable under any Plan will fail to be
deductible for federal income tax purposes by virtue of Sections 280G or 162(m)
of the Code.

            (e) Neither CCS, any of its Subsidiaries nor any CCS ERISA Affiliate
maintains, contributes to, or in any way provides for any benefits of any kind
whatsoever (other than under Section 4980B of the Code, the Federal Social
Security Act, or a plan qualified under Section 401(a) of the Code) to any
current or future retiree or terminee.

            (f) Neither CCS, any of its Subsidiaries nor any CCS ERISA
Affiliate, or any officer or employee thereof, has made any promises or
commitments, whether legally binding or not, to create any material additional
plan, agreement, or arrangement, or to materially modify or change any existing
Plan.

            4.21 Questionable Payments. Neither the CCS Stockholders nor any
director, officer, agent, employee, or any other Person acting on behalf of the
CCS Stockholders, or CCS or any of its Subsidiaries, has, directly or
indirectly, used any corporate funds for unlawful contributions, gifts,
entertainment, or other unlawful expenses; made any unlawful payment to
government officials or employees or to political parties or campaigns;
established or maintained any unlawful fund of corporate monies or other assets;
made or received any bribe, or any


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<PAGE>

unlawful rebate, payoff, influence payment, kickback or other payment; given any
favor or gift which is not deductible for federal income tax purposes; or made
any bribe, kickback, or other payment of a similar or comparable nature, to any
governmental or non-governmental Person, regardless of form, whether in money,
property, or services, to obtain favorable treatment in securing business or to
obtain special concessions, or to pay for favorable treatment for business or
for special concessions secured.

            4.22 Finders. No CCS Stockholder and none of CCS's or its
Subsidiaries' directors or officers, have taken any action that, directly or
indirectly, would obligate CCS, TravCorps or any of its Subsidiaries, to anyone
acting as broker, finder, financial advisor or in any similar capacity in
connection with this Agreement or any of the transactions contemplated hereby.

                                    ARTICLE V

                                    COVENANTS

            5.1 Conduct of Business. From the date hereof and until the Closing
Date, except as contemplated by this Agreement or expressly consented to by an
instrument in writing signed by the other parties, TravCorps, on the one hand,
and CCS, on the other hand, will each use its commercially reasonable best
efforts to: (i) conduct its business and operations only in the ordinary course,
consistent with past practice, (ii) maintain and preserve its Properties in good
repair, order and condition, (iii) preserve its business operations and
organizations intact, (iv) keep available the services of its current officers
and satisfactorily performing employees, (v) preserve its current advantageous
business relationships, including without limitation the goodwill of its
customers and suppliers and others having business relationships with it; and
(vi) not, Directly or Indirectly, redeem, purchase or otherwise acquire any of
its shares of capital stock or, except as set forth on Schedule 5.1, authorize
any stock split or recapitalization or issue any shares of capital stock (other
than in connection with exercise of options outstanding on the date hereof) or
grant options.


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<PAGE>

            5.2 Records. Prior to the Closing Date, each of TravCorps and CCS
shall and shall cause each of its Subsidiaries to afford the other party, its
attorneys, accountants and representatives, free and full access to its
business, books, records and employees, and shall provide such additional
financial and operating data and other information as the other party, shall
from time to time reasonably request.

            5.3 Filings and Authorizations. Each of the parties, as promptly as
practicable, (i) shall make, or cause to be made, all such filings and
submissions under laws, rules and regulations applicable to him, her or it or
his, her or its Affiliates, as may be required to consummate the Merger in
accordance with the terms of this Agreement, (ii) shall use all commercially
reasonable efforts to obtain, or cause to be obtained, all Consents necessary to
be obtained by him, her or it or his, her or its Affiliates, in order to
consummate the Merger, and (iii) shall use all commercially reasonable efforts
to take, or cause to be taken, all other actions necessary, proper or advisable
in order for him, her or it to fulfill his, her or its obligations hereunder.
The parties shall coordinate and cooperate with one another in exchanging such
information and supplying such reasonable assistance as may be reasonably
requested by each in connection with the foregoing.

            5.4 Discussions with Others. From the date hereof until the Closing
Date the TC Stockholders, on the one hand, and the CCS Stockholders on the other
hand, shall cause each of TravCorps and CCS and their respective officers,
directors, employees or representatives not to, solicit or enter into
negotiations with any party or encourage, facilitate or initiate any discussions
with any party, with regard to a purchase and sale of any portion of the capital
stock of either TravCorps or CCS, any material portion of the assets of either
TravCorps or CCS or any merger or consolidation of either TravCorps or CCS with
any third party.


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<PAGE>

            5.5 Further Assurances. The parties hereto shall from time to time
after the Closing Date execute and deliver such additional instruments and
documents, as any party hereto may reasonably request to consummate the
transfers and other transactions contemplated hereby.

            5.6 Tax Matters. Each of TravCorps and CCS will not take any action
that is reasonably likely to cause the Merger to fail to qualify as a
"reorganization" within the meaning of Section 368 of the Code, and shall use
its reasonable best efforts (including the provision of customary
representations) to permit counsel to render the opinion described in Section
6.2(n). Neither TravCorps nor CCS shall take or cause to be taken any action
which would cause to be untrue (or fail to take or cause not to be taken any
action which would cause to be untrue) any of the representations set forth in
certificates delivered to such counsel.

            5.7 Indemnification; Directors' and Officers' Insurance. (a) From
and after the Effective Time, to the fullest extent permitted by applicable law,
the Surviving Corporation shall, and CCS shall cause the Surviving Corporation
to, indemnify, defend and hold harmless each Person who is now, or has been at
any time prior to the date hereof, or who becomes prior to the Effective Time, a
director, officer or employee of the TravCorps or any of its Subsidiaries (each
an "Indemnified Party" and, collectively, the "Indemnified Parties") against all
losses, expenses (including reasonable attorneys' fees and expenses), claims,
damages, liabilities or amounts paid in settlement arising out of actions or
omissions occurring at or prior to the Effective Time and whether asserted or
claimed prior to, at or after the Effective Time that are in whole or in part
(i) based on or arising out of the fact that such Person is or was a director,
officer or employee of TravCorps or one of its Subsidiaries or (ii) based on,
arising out of or pertaining to the transactions contemplated by this Agreement.
In the event of any such loss, expense, claim, damage or liability (whether or
not arising before the Effective Time), (i) the Surviving Corporation shall pay
the reasonable fees and expenses of counsel selected by the Indemnified Parties
promptly after statements therefor are received and otherwise advance to such
Indemnified Party upon request reimbursement of documented expenses reasonably
incurred, in


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<PAGE>

either case to the extent not prohibited by Delaware Law upon receipt of any
affirmation and undertaking required by Delaware Law, (ii) the Surviving
Corporation will cooperate in the defense of any such matter and (iii) any
determination required to be made with respect to whether an Indemnified Party's
conduct complies with the standards set forth under Delaware Law and the
Surviving Corporation's certificate of incorporation or bylaws shall be made by
independent counsel mutually acceptable to the Surviving Corporation and the
Indemnified Party; provided, however, that the Surviving Corporation shall not
be liable for any settlement effected without its written consent (which consent
shall not be unreasonably withheld). In addition to the indemnification provided
above, to the fullest extent permitted by law, from and after the Effective
Time, all rights to indemnification now existing in favor of the employees,
agents, directors or officers of TravCorps and its Subsidiaries with respect to
their activities as such prior to the Effective Time, as provided in TravCorp's
certificate of incorporation or bylaws, in effect on the date hereof, shall
survive the Merger and shall continue in full force and effect for a period of
not less than six years from the Effective Time.

            (b) For a period of 6 years after the Effective Time, CCS shall
cause to be maintained in effect the policies of directors' and officers'
liability insurance maintained by TravCorps for the benefit of those Persons who
are covered by such policies at the Effective Time (or CCS may substitute
therefor policies of at least the same coverage with respect to matters
occurring prior to the Effective Time).

            (c) In the event CCS or the Surviving Corporation or any of their
successors or assigns consolidates with or merges into any other Person and
shall not be the continuing or surviving corporation or entity of such
consolidation or merger or transfers all or substantially all of their
properties and assets to any Person, then and in either such case, proper
provision shall be made so that the successors and assigns of CCS or the
Surviving Corporation, as the case may be, shall assume the obligations set
forth in this Section.


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<PAGE>

            (d) The provisions of this Section 5.7 are intended to be for the
benefit of, and shall be enforceable by, each Indemnified Party, his or her
heirs and his or her representatives.

            Section 5.8 Notification of Certain Matters. Each party hereto shall
give prompt notice to each other party hereto of (i) the occurrence or
nonoccurrence of any event the occurrence or nonoccurrence of which would be
likely to cause any representation or warranty contained in this Agreement,
which is qualified as to materiality, to be untrue or inaccurate, or any
representation or warranty not so qualified, to be untrue or inaccurate in any
material respect at or prior to the Effective Time, (ii) any material failure of
any party hereto to comply with or satisfy any covenant, condition or agreement
to be complied with or satisfied by it hereunder, (iii) any notice of, or other
communication relating to, a default or event which, with notice or lapse of
time or both, would become a default, received by such party or any of its
Subsidiaries subsequent to the date of this Agreement and prior to the Effective
Time under any contract or agreement to which it or any of its Subsidiaries is a
party or is subject material to the financial condition, business or results of
operations of it and its Subsidiaries, taken as a whole or (iv) any notice or
other communication from any third party alleging that the consent of such third
party is or may be required in connection with the transactions contemplated by
this Agreement; provided, however, that the delivery of any notice pursuant to
this Section 5.8 shall not cure such breach or non-compliance or limit or
otherwise affect the remedies available hereunder to the party receiving such
notice.

            Section 5.9 Employee Matters. CCS shall cause the Surviving
Corporation to honor the obligations of TravCorps or any of its Subsidiaries
under the provisions of all employment, consulting, termination, severance,
change in control and indemnification agreements between and among TravCorps or
any of its Subsidiaries and any current or former officer, director, consultant
or employee of TravCorps or any of its Subsidiaries. For a period of one year
following the Effective Time, CCS agrees that it will maintain, or will cause
the Surviving Corporation and its Subsidiaries to maintain, for the benefit of
the employees of


                                       63

<PAGE>

TravCorps and any of its Subsidiaries following the Effective Time, compensation
and benefit plans, programs, arrangements and policies as will provide
compensation and benefits which in the aggregate are not materially less
favorable than those provided to such employees as of the date hereof under the
TravCorps employee benefit plans set forth on Schedule 5.9 attached hereto in
accordance with their written terms and without regard to formal or informal
discretionary provisions.

            Section 5.10 Obligations of Merger Subsidiary. CCS will take all
action necessary to cause Merger Sub to perform its obligations under this
Agreement and to consummate the Merger on the terms and conditions set forth in
this Agreement.

            Section 5.11 Confidentiality. Prior to the Effective Time and after
any termination of this Agreement, each party to this Agreement will hold, and
each of TravCorps and CCS will use its best efforts to cause its officers,
directors, employees, accountants, counsel, consultants, advisors and agents to
hold, in confidence, unless compelled to disclose by judicial or administrative
process or by other requirements of law, all confidential documents and
information concerning the other parties furnished to it or its Affiliates in
connection with the transactions contemplated by this Agreement, except to the
extent that such information can be shown to have been (i) previously known by
such party, (ii) in the public domain through no fault of such party or (iii)
later lawfully acquired by such party from sources other than the other parties;
provided that each party may disclose such information to its officers,
directors, employees, accountants, counsel, consultants, advisors and agents in
connection with the transactions contemplated by this Agreement so long as such
party informs such Persons of the confidential nature of such information and
directs them to treat it confidentially. Each party shall satisfy its obligation
to hold any such information in confidence if it exercises the same care with
respect to such information as it would take to preserve the confidentiality of
its own similar information. If this Agreement is terminated, each party will,
and will use its best efforts to cause its officers, directors, employees,
accountants, counsel, consultants, advisors and agents to,


                                       64

<PAGE>

destroy or deliver to the other parties, upon request, all documents and other
materials, and all copies thereof, that it or its Affiliates obtained, or that
were obtained on their behalf, from the other parties in connection with this
Agreement and that are subject to such confidence.

            5.12 Termination of Certain Agreements. Effective as of the Closing,
each of the agreements set forth on Schedule 5.12 shall terminate in full, be of
no further force or effect, and no party shall have any further liability with
respect thereto.

            5.13 PreClosing Payments. TravCorps shall have the right, prior to
the Effective Time, to pay up to an aggregate of $1,127,733 to its option
holders in connection with the cancellation of all TravCorps stock options. CCS
shall have the right, prior to the Effective Time, to distribute or pay to such
parties as, and in such proportions as the Board of Directors of CCS may
determine, an amount (the "Designated Amount") (if a positive number) determined
on an after tax basis equal to the product of (x) 1.632 and (y) the amount
actually paid by TravCorps pursuant to the first sentence of this Section 5.13
determined on an after tax basis and adjusted for any limitations on the use of
TravCorps' net operating losses following the Merger. Without giving effect to
the tax adjustments provided in the immediately preceding sentence, the
aggregate amount to be distributed or paid by CCS pursuant to this Section 5.13
(which amount shall include all special bonus payments made to employees of CCS
and all payment made to stockholders or their affiliates following the date
hereof and prior to the Effective Time) shall not exceed the Designated Amount.

            5.14 Permits. Each of CCS and TravCorps shall use its commercially
reasonable efforts to secure all permits material to their respective
businesses.


                                       65

<PAGE>

                                   ARTICLE VI

                              CONDITIONS TO CLOSING

            6.1 Conditions Precedent to Obligations of CCS and the CCS
Stockholders. The obligation of CCS and the CCS Stockholders under this
Agreement to consummate the Merger on the Closing Date shall be subject to the
satisfaction, at or prior to the Closing Date, of all of the following
conditions, any one or more of which may be waived by CCS and the CCS
Stockholders:

            (a) Representations and Warranties Accurate. The representations and
warranties of the TC Stockholders contained in this Agreement which are
qualified as to materiality shall be true and correct in all respects, and those
not so qualified shall be true and correct in all material respects, as of the
date of this Agreement and as of the Closing Date with the same force and effect
as though made on and as of the Closing Date.

            (b) Performance by TC Stockholders and TravCorps. Each of the TC
Stockholders and TravCorps shall have performed and complied in all material
respects with all covenants and agreements required to be performed or complied
with by such Person hereunder on or prior to the Closing Date.

            (c) Consents. The Consents set forth on Exhibit 6.1(c) hereto shall
have been duly obtained, made or given and shall be in full force and effect,
without the imposition upon CCS or TravCorps of any material condition,
restriction or required undertaking.

            (d) No Legal Prohibition. No suit, action, investigation, inquiry or
other proceeding by any Governmental Entity shall have been instituted or
threatened which arises out of or relates to this Agreement or the transactions
contemplated hereby and no injunction, order, decree or judgment shall have been
issued and be in effect or threatened to be issued by any Governmental Entity of
competent jurisdiction, and no statute, rule or regulation shall have been


                                       66

<PAGE>

enacted or promulgated by any Governmental Entity and be in effect, which in
each case restrains or prohibits the consummation of the Merger.

            (e) Certificate. CCS shall have received a certificate, dated the
Closing Date, signed by the Representative of the TC Stockholders and TravCorps,
to the effect that the conditions set forth in Sections 6.1(a) and 6.1(b) have
been satisfied.

            (f) Opinion of Counsel for TravCorps. CCS and the CCS Stockholders
shall have received an opinion, dated the Closing Date, from Davis Polk &
Wardwell, counsel to TravCorps, in form and substance reasonably acceptable to
CCS.

            (g) No Material Adverse Change. No event, loss, damage, condition or
state of facts of any kind shall exist which has had a TravCorps Material
Adverse Effect or which may reasonably be expected to have a TravCorps Material
Adverse Effect.

            (h) HSR Act. The required waiting period under the HSR Act shall
have expired or been earlier terminated.

            (i) Stockholders Agreement. The Stockholders Agreement in the form
annexed hereto as Exhibit 6.1(i) shall have been executed and delivered by the
parties thereto and the individual set forth on Schedule 6.1(i)(1) shall have
executed that certain side letter set forth on Exhibit 6.1(i)(2).

            (j) Registration Rights Agreement. The Registration Rights Agreement
in the form annexed hereto as Exhibit 6.1(j) shall have been executed and
delivered by the parties thereto.

            (k) Cancellation of Stock Options. All options to purchase shares of
capital stock of TravCorps shall have been terminated.


                                       67

<PAGE>

            6.2 Conditions Precedent to Obligations of TC Stockholders and
TravCorps and the TC Stockholders. The obligations of the TC Stockholders under
this Agreement to consummate the Merger on the Closing Date shall be subject to
the satisfaction, at or prior to the Closing Date, of all of the following
conditions, any one or more of which may be waived by TravCorps and the TC
Stockholders:

            (a) Representations and Warranties Accurate. The representations and
warranties of the CCS Stockholders contained in this Agreement which are
qualified as to materiality shall be true and correct in all respects, and those
not so qualified shall be true and correct in all material respects, as of the
date of this Agreement and as of the Closing Date with the same force and effect
as though made on and as of the Closing Date.

            (b) Performance by CCS and the CCS Stockholders. Each of CCS and the
CCS Stockholders shall have performed and complied in all material respects with
all covenants and agreements required to be performed or complied with by such
Person hereunder on or prior to the Closing Date.

            (c) Consents. The Consents set forth on Exhibit 6.1(c) hereto shall
have been duly obtained, made or given and shall be in full force and effect,
without the imposition upon CCS or TravCorps of any material condition,
restriction or required undertaking.

            (d) No Legal Prohibition. No suit, action, investigation, inquiry or
other proceeding by any Governmental Entity shall have been instituted or
threatened which arises out of or relates to this Agreement or the transactions
contemplated hereby and no injunction, order, decree or judgment shall have been
issued and be in effect or threatened to be issued by any Governmental Entity of
competent jurisdiction, and no statute, rule or regulation shall have been
enacted or promulgated by any Governmental Entity and be in effect, which in
each case restrains or prohibits the consummation of the Merger.


                                       68

<PAGE>

            (e) Certificate. The Representative of the TC Stockholders shall
have received a certificate, dated the Closing Date, signed by the
Representative of the CCS Stockholders and CCS to the effect that the conditions
set forth in Sections 6.2(a) and 6.2(b) have been satisfied.

            (f) Opinion of Counsel for CCS. The TC Stockholders shall have
received an opinion, dated the Closing Date, from Proskauer Rose LLP, counsel to
CCS, in form and substance reasonably acceptable to the TC Stockholders.

            (g) No Material Adverse Change. No event, loss, damage, condition or
state of facts of any kind shall exist which has had a CCS Material Adverse
Effect or which may reasonably be expected to have a CCS Material Adverse
Effect.

            (h) HSR Act. The required waiting period under the HSR Act shall
have expired or been earlier terminated.

            (i) Stockholders Agreement. The Stockholders Agreement in the form
annexed hereto as Exhibit 6.1(i) shall have been executed and delivered by the
parties thereto.

            (j) Registration Rights Agreement. The Registration Rights Agreement
in the form annexed hereto as Exhibit 6.1(j) shall have been executed and
delivered by the parties thereto.

            (k) Amendment of Certificate of Incorporation and By Laws. The
Certificate of Incorporation of CCS and the By-laws of CCS shall have been
amended as set forth in Exhibit 6.2(k)(1), and Exhibit 6.2(k)(2), respectively.

            (l) Stock Option Plans. CCS shall have adopted the stock option
plans having terms substantially the same as those set forth on the summary
attached hereto as Exhibit 6.2(l), which plans shall be in forms reasonably
acceptable to TravCorps.


                                       69

<PAGE>

            (m) Tax Opinion. TravCorps shall have received an opinion of Davis
Polk & Wardwell in form and substance reasonably satisfactory to TravCorps, on
the basis of certain facts, representations and assumptions set forth in such
opinion, dated the Effective Time, to the effect that the Merger will be treated
for federal income tax purposes as a reorganization qualifying under the
provisions of Section 368(a) of the Code, and that each of CCS, Merger Sub and
TravCorps will be a party to the reorganization within the meaning of Section
368(b) of the Code. In rendering such opinion, such counsel shall be entitled to
rely upon certain representations of officers of CCS and TravCorps.

            (n) Closing Working Capital. The Closing Working Capital Amount (as
defined in the Asset Purchase Agreement dated June 24, 1999 among W.R. Grace &
Co.-Conn., CCS and the other parties thereto (the "CCS APA")) shall have been
finally determined and the Cash Purchase Price (as defined in the CCS APA) shall
not have been increased pursuant to Section 4.5 of the CCS APA by more than
$1,600,000.

            (o) Ashley One Issues. The investments by certain of the parties to
the Agreement in Ashley One, Inc. shall have been consummated on substantially
the terms set forth on Exhibit 6.2(o), with definitive documentation reasonably
satisfactory to the TC Stockholders.

                                   ARTICLE VII

           SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

            7.1 Survival of Representations and Warranties. None of the
representations and warranties contained in Articles III and IV shall survive
the Closing

            7.2 Indemnification by CCS. From and after the Closing, CCS shall
indemnify and hold (i) the CCS Stockholders, their Affiliates and their
respective directors, officers, employees, stockholders, members, partners,
agents, successors and assigns and (ii) the TC Stockholders, their Affiliates
and their respective directors, officers, employees, stockholders, members,
partners, agents, successors and assigns harmless from and defend each


                                       70

<PAGE>

of them from and against any and all demands, claims, actions, liabilities,
losses, costs, damages or expenses whatsoever (including, without limitation,
reasonable attorneys' fees and expenses) asserted against, imposed upon or
incurred by them resulting from or arising out of any breach following the
Closing of any covenant or obligation of CCS contained herein and to be
performed after the Closing.

                                  ARTICLE VIII

                                  MISCELLANEOUS

            8.1 Termination. This Agreement may be terminated, and the
transactions contemplated herein may be abandoned:

            (a) any time before the Closing, by mutual written agreement of CCS
and TravCorps;

            (b) any time before the Closing, by CCS and the CCS Stockholders, on
the one hand, or TravCorps and the TC Stockholders on the other hand, (i) in the
event of a material breach of any covenant contained herein by any
non-terminating party if such non-terminating party fails to cure such breach
within five Business Days following notification thereof by the terminating
party or (ii) upon notification to the non-terminating party by the terminating
party that the satisfaction of any condition to the terminating party's
obligations under this Agreement becomes impossible or impracticable with the
use of commercially reasonable efforts if the failure of such condition to be
satisfied is not caused by a breach hereof by the terminating party; or

            (c) any time after January 30, 2000 by CCS and the CCS Stockholders,
on the one hand, or TravCorps and the TC Stockholders, on the other hand, upon
notification to the non-terminating party by the terminating party if the
Closing shall not have occurred on or before such date and such failure to
consummate is not caused by a breach of this Agreement by the terminating party.


                                       71

<PAGE>

            8.2 Effect of Termination. If this Agreement is validly terminated
pursuant to Section 8.1, this Agreement will forthwith become null and void, and
there will be no liability or obligation on the part of any party (or any of
their respective officers, directors, employees, partners, agents or other
representatives or Affiliates), except as provided in the next succeeding
sentence and except that the provisions with respect to confidentiality in
Section 5.11, expenses in Section 8.3 and public announcements in Section 8.15
will continue to apply following any such termination. Notwithstanding any other
provision in this Agreement to the contrary, upon termination of this Agreement
pursuant to Section 8.1(b) or (c), the TC Stockholders will remain liable to CCS
and the CCS Stockholders for any willful and deliberate breach of this Agreement
by the TC Stockholders existing at the time of such termination, TravCorps will
remain liable to CCS and the CCS Stockholders for any willful and deliberate
breach of this Agreement by TravCorps and its Subsidiaries existing at the time
of such termination, CCS will remain liable to TravCorps and the TC Stockholders
for any willful and deliberate breach of this Agreement by CCS existing at the
time of such termination, and the CCS Stockholders will remain liable to
TravCorps and the TC Stockholders for any willful and deliberate breach of this
Agreement by the CCS Stockholders existing at the time of such termination and
may seek such remedies, including damages against the other with respect to any
such breach as are provided in this Agreement or as are otherwise available at
law or in equity.

            8.3 Expenses. Each party hereto shall pay its own expenses incurred
in connection with this Agreement and the transactions contemplated hereby;
provided, however, that if the Merger is consummated, CCS will pay the
reasonable costs and expenses incurred by each of the parties.

            8.4 Amendment. This Agreement may not be modified, amended, altered
or supplemented except by a written agreement executed by each party.


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<PAGE>

            8.5 Entire Agreement. This Agreement, together with the Exhibits and
Schedules hereto, the Operative Documents and the instruments and other
documents delivered pursuant to this Agreement, contain the entire agreement of
the parties relating to the subject matter hereof and thereof, and supersede all
prior agreements, understandings, representations, warranties and covenants of
any kind between the parties with respect to the matters hereof and thereof.

            8.6 Waivers. Waiver by any party of any breach of or failure to
comply with any provision of this Agreement by the other parties shall not be
construed as, or constitute, a continuing waiver of such provision, or a waiver
of any other breach of, or failure to comply with, any other provision of this
Agreement. No waiver of any such breach or failure or of any term or condition
of this Agreement shall be effective unless in a written notice signed by the
waiving party and delivered, in the manner required for notices generally, to
each affected party.

            8.7 Notices. All notices and other communications hereunder shall be
validly given or made if in writing, (i) when delivered personally (by courier
service or otherwise), (ii) when sent by telecopy, or (iii) when actually
received if mailed by first-class certified or registered United States mail or
recognized overnight courier service, postage-prepaid and return receipt
requested, and all legal process with regard hereto shall be validly served when
served in accordance with applicable law, in each case to the address of the
party to receive such notice or other communication set forth below, or at such
other address as any party hereto may from time to time advise the other parties
pursuant to this Subsection:


                                       73

<PAGE>

               If to the TC Stockholders:

                       Morgan Stanley Dean Witter Capital
                         Partners IV
                       1221 Avenue of the Americas
                       New York, New York  10020
                       Telephone:  (212) 762-4000
                       Telecopier: (212) 762-8282
                       Attention:  Karen H. Bechtel,
                                   Managing Director

               If to TravCorps:
                       TravCorps Corporation
                       40 Eastern Avenue
                       Malden, Massachusetts  02148
                       Telephone:  (800) 343-3270
                       Telecopier: (781) 322-1611
                       Attention:  Bruce Cerullo,
                                   President

               in either case with a copy to:

                       Davis Polk & Wardwell
                       450 Lexington Avenue
                       New York, New York  10017
                       Telephone:  (212) 450-4000
                       Fax:        (212) 450-4800
                       Attention:  Carole Schiffman, Esq.

               If to the CCS Stockholders:

                       Charterhouse Equity Partners III, L.P.,
                       as Representative
                       c/o Charterhouse Group International, Inc.
                       535 Madison Avenue
                       New York, New York  10022
                       Telephone:  (212) 584-3200
                       Telecopier: (212) 750-9704
                       Attention:  Thomas C. Dircks,
                                   Managing Director


                                       74

<PAGE>

               If to CCS:

                       Cross Country Staffing, Inc.
                       6551 Park of Commerce Blvd., N.W.
                       Suite 200
                       Boca Raton, Florida  33487
                       Telephone:  (800) 998-5174
                       Telecopier: (561) 395-5693
                       Attention:  Joseph A. Boshart,
                                   President

               in either case with a copy to:

                       Proskauer Rose LLP
                       1585 Broadway
                       New York, New York  10036
                       Telephone:  (212) 969-3000
                       Telecopier: (212) 969-2900
                       Attention:  Stephen W. Rubin, Esq.

            8.8 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same document.

            8.9 Governing Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York (without regard to
its conflicts of law rules).

            8.10 Binding Effect; Third Party Beneficiaries; Assignment. This
Agreement shall be binding upon, inure to the benefit of, and be enforceable by,
the parties hereto and their respective legal representatives, successors and
permitted assigns. Except as set forth in Section 5.7, nothing expressed or
referred to in this Agreement is intended or shall by construed to give any
Person other than the parties to this Agreement, or their respective legal
representatives, successors and permitted assigns, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision contained
herein. Neither party may assign this


                                       75

<PAGE>

Agreement nor any of its rights hereunder, other than any right to payment of a
liquidated sum, nor delegate any of its obligations hereunder, without the prior
written consent of the other.

            8.11 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall not invalidate the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction, and any such provision, to the extent invalid or
unenforceable, shall be replaced by a valid and enforceable provision which
comes closest to the intention of the parties underlying such invalid or
unenforceable provision.

            8.12 Headings. The headings contained in this Agreement are for
reference purposes only and shall not modify define, limit, expand or otherwise
affect in any way the meaning or interpretation of this Agreement.

            8.13 No Agency. Except as provided in Section 8.14 hereof, no party
hereto shall be deemed hereunder to be an agent of, or partner or joint venturer
with, any other party hereto.

            8.14 Representative. Each TC Stockholder (other than any such
Stockholder that is an Affiliate of Morgan Stanley Dean Witter Capital Partners
IV, L.P.) does hereby irrevocably appoint Bruce Cerullo and each CCS Stockholder
does hereby irrevocably appoint Charterhouse Equity Partners III, L.P. (each
herein called a "Representative") as his true and lawful attorney-in-fact and
agent, with full power of substitution or resubstitution, to act solely and
exclusively on behalf of such TC Stockholder or CCS Stockholder, as the case may
be, with respect to any matters relating to this Agreement and any document,
certificate or other agreement to be executed and delivered by or on behalf of
such TC Stockholder or CCS Stockholder pursuant hereto, with the full power,
without the consent of such party, to exercise all of the powers which any such
TC Stockholder or CCS Stockholder could exercise under the provisions of this
Agreement or any document, certificate or other agreement to be executed and


                                       76

<PAGE>

delivered by or on behalf of any such TC Stockholder or CCS Stockholder pursuant
hereto, including, without limitation, to (i) accept and give notices hereunder,
(ii) consent to any modification or amendment hereof or (iii) give any waiver or
consent hereunder. Each Representative does hereby accept such appointment. CCS
and the CCS Stockholders, on the one hand, and TravCorps and such TC
Stockholders, on the other hand, shall be entitled to rely exclusively upon such
notices, waivers, consents, amendments, modifications and other acts of the
Representative as being the binding acts of such TC Stockholders or the CCS
Stockholders.

            8.15 Public Announcements. None of the parties hereto will issue or
cause the publication of any press release or otherwise make any public
statement with respect to the transactions contemplated hereby without the prior
written consent of the parties hereto, provided, that any party hereto may (i)
make a public announcement to the extent required by law, judicial process or
the rules, regulations or interpretations of the Securities and Exchange
Commission or any national securities exchange or (ii) communicate with its
investors in the ordinary course of business with respect to the performance of
its investment in CCS.

            8.16 Knowledge Qualifications; Accounting Terms. (a) Whenever any
party makes any representation, warranty or other statement to such party's
knowledge, such party will be deemed to have made reasonable inquiry into the
subject matter of such representation, warranty or other statement, including
reasonable inquiry of each executive officer and director of such party.

            (b) Any accounting terms used in this Agreement shall, unless
otherwise defined in this Agreement, have the meaning ascribed thereto by GAAP.

            8.17 Interpretation. In this Agreement, unless a contrary intention
appears, (i) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section or other subdivision, and to any


                                       77

<PAGE>

certificates delivered pursuant hereto; and (ii) reference to any Article or
Section means such Article or Section hereof.

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

                            TravCorps Corporation

                            By: /s/ Bruce A. Cerullo
                                ---------------------------------------
                                Name:
                                Title:


                            Cross Country Staffing, Inc.

                            By: /s/ Thomas C. Dircks
                                ---------------------------------------
                                Name:
                                Title:


                            CCTC Acquisition, Inc.

                            By: /s/ Thomas C. Dircks
                                ---------------------------------------
                                Name:
                                Title:


          TC Stockholders:

                           MORGAN STANLEY DEAN WITTER
                           CAPITAL PARTNERS IV, L.P.

                           By: MSDW Capital Partners IV, LLC,
                               as general partner


                                       78

<PAGE>

                           By: MSDW Capital Partners IV, Inc.,
                               as member

                           By: /s/ Karen H. Bechtel
                                ---------------------------------------
                                Name:
                                Title:
                                Address: 1221 Avenue of the Americas
                                         33rd Floor
                                         New York, New York 10020
                                         Telephone: (212) 762-6000
                                         Telecopy:  (212) 762-7986


                           MSDW IV 892 INVESTORS, L.P.

                           By: MSDW Capital Partners IV, LLC,
                           as general partner

                           By: MSDW Capital Partners IV, Inc.,
                               as member

                           By: /s/ Karen H. Bechtel
                                ---------------------------------------
                                Name:
                                Title:
                                Address: 1221 Avenue of the Americas
                                         33rd Floor
                                         New York, New York  10020
                                Telephone: (212) 762-6000
                                Telecopy:  (212) 762-7986


                           MORGAN STANLEY DEAN WITTER
                           CAPITAL INVESTORS IV, L.P.

                           By: MSDW Capital Partners IV, LLC,
                               as general partner


                                       79

<PAGE>

                           By: MSDW Capital Partners IV, Inc.,
                               as member

                           By: /s/ Karen H. Bechtel
                               ---------------------------------------
                               Name:
                               Title:
                               Address: 1221 Avenue of the Americas
                                        33rd Floor
                                        New York, New York  10020
                                        Telephone: (212) 762-6000
                                        Telecopy:  (212) 762-7986


                           MORGAN STANLEY VENTURE PARTNERS III, L.P.

                           By: Morgan Stanley Venture Partners III, L.L.C.,
                               its General Partner

                           By: Morgan Stanley Venture Capital III, Inc.,
                               its Institutional Managing Member

                           By: Fazle Husain
                               ---------------------------------------
                               Name:
                               Title:
                               Address: 1221 Avenue of the Americas
                                        33rd Floor
                                        New York, New York  10020
                               Telephone: (212) 762-6000
                               Telecopy:  (212) 762-8424


                           MORGAN STANLEY VENTURE INVESTORS III, L.P.

                           By: Morgan Stanley Venture Investors III, L.L.C.,
                               its General Partner


                                       80

<PAGE>

                           By: Morgan Stanley Venture Capital III, Inc.,
                               its Institutional Managing Member

                           By: Fazle Husain
                               ---------------------------------------
                               Name:
                               Title:
                               Address: 1221 Avenue of the Americas
                                        33rd Floor
                                        New York, New York  10020
                               Telephone: (212) 762-6000
                               Telecopy:  (212) 762-8424


                           THE MORGAN STANLEY VENTURE PARTNERS
                           ENTREPRENEUR FUND, L.P.

                           By: Morgan Stanley Venture Partners III, L.L.C.,
                               its General Partner

                           By: Morgan Stanley Venture Capital III, Inc.,
                               its Institutional Managing Member

                           By: /s/ Fazle Husain
                               ---------------------------------------
                               Name:
                               Title:
                               Address: 1221 Avenue of the Americas
                                        33rd Floor
                                        New York, New York  10020
                               Telephone: (212) 762-6000
                               Telecopy:  (212) 762-8424


                               /s/ Charles N. Martin, Jr.
                               ---------------------------------------
                               Charles N. Martin, Jr.

                               ---------------------------------------
                               Susan A. Cejka


                                       81

<PAGE>

                               /s/ Bruce A. Cerullo
                               ---------------------------------------
                               Bruce A. Cerullo


                               /s/ Karla T. Mount
                               ---------------------------------------
                               Karla T. Mount


                               /s/ Charles J. Shea
                               ---------------------------------------
                               Charles J. Shea


                               /s/ James Schmidt
                               ---------------------------------------
                               James Schmidt


                               /s/ Michael Taylor
                               ---------------------------------------
                               Michael Taylor

            CCS Stockholders:

                               CHARTERHOUSE EQUITY PARTNERS III, L.P.

                               By: CHUSA Equity Investors III, L.P.,
                                   general partner

                                   By: Charterhouse Equity III, Inc.,
                                       general partner

                                   By: /s/ Thomas C. Dircks
                                       ---------------------------------------
                                            Thomas C. Dircks
                                            Managing Director


                                       82

<PAGE>

                               CHEF NOMINEES LIMITED

                               By: Charterhouse Group International, Inc.,
                                   Attorney-in-Fact


                               By: /s/ Thomas C. Dircks
                                   ---------------------------------------
                                       Thomas C. Dircks
                                       Managing Director


                               /s/ Joseph A. Boshart
                               ---------------------------------------
                               Joseph A. Boshart


                               /s/ Emil Hensel
                               ---------------------------------------
                               Emil Hensel


                                       83




<PAGE>
                                                                    Exhibit 2.3

===============================================================================






                            STOCK PURCHASE AGREEMENT

                                 by and between

                          CROSS COUNTRY TRAVCORPS, INC.
                             a Delaware corporation,

                                       and

                           EDGEWATER TECHNOLOGY, INC.,
                             a Delaware corporation




                                ----------------

                          Dated as of December 15, 2000
                                                     
                                ----------------


===============================================================================




<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>               <C>                                                                                          <C>
SECTION 1.        SALE AND PURCHASE OF STOCK......................................................................1
         1.1      Sale and Purchase of the Acquired Stock.........................................................1
         1.2      Purchase Price..................................................................................1
         1.3      Payment of Purchase Price.......................................................................1
         1.4      Post-Closing Purchase Price Adjustment..........................................................1
SECTION 2.        CLOSING.........................................................................................3
         2.1      General.........................................................................................3
         2.2      Closing Transactions............................................................................3
SECTION 3.        REPRESENTATIONS AND WARRANTIES OF SELLER........................................................4
         3.1      Organization and Corporate Power................................................................4
         3.2      Authorization of Transactions...................................................................4
         3.3      Capitalization..................................................................................5
         3.4      Absence of Conflicts............................................................................5
         3.5      Financial Statements and Related Matters........................................................6
         3.6      Absence of Certain Developments.................................................................6
         3.7      Taxes...........................................................................................7
         3.8      Proprietary Rights..............................................................................8
         3.9      Litigation; Proceedings.........................................................................9
         3.10     Brokers........................................................................................10
         3.11     Governmental Licenses and Permits..............................................................10
         3.12     Employees......................................................................................10
         3.13     Employee Benefit Matters.......................................................................11
         3.14     Insurance......................................................................................12
         3.15     Officers and Directors; Bank Accounts..........................................................13
         3.16     Compliance with Laws...........................................................................13
         3.17     Environmental Matters..........................................................................13
         3.18     Contracts......................................................................................14
         3.19     Absence of Undisclosed Liabilities.............................................................16
         3.20     Real Property..................................................................................16
         3.21     Affiliate Transactions.........................................................................16

</TABLE>


                                       i.

<PAGE>

                               TABLE OF CONTENTS 
                                  (CONTINUED)


<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>               <C>                                                                                          <C>
         3.22     Tangible
 Personal Property.....................................................................17
         3.23     Proxy Statement................................................................................17
         3.24     DGCL Section 203...............................................................................17
         3.25     Rights Agreement...............................................................................17
SECTION 4.        REPRESENTATIONS AND WARRANTIES OF PURCHASER....................................................17
         4.1      Organization and Corporate Power...............................................................17
         4.2      Authorization of Transaction...................................................................18
         4.3      No Violation...................................................................................18
         4.4      Governmental Authorities and Consents..........................................................18
         4.5      Litigation.....................................................................................18
         4.6      Brokers........................................................................................18
         4.7      Access; Accredited Investor Status.............................................................18
         4.8      Funds..........................................................................................19
         4.9      Beneficial Ownership of Seller Common Stock; Acquisition of Acquired Stock.....................19
         4.10     Proxy Statement................................................................................19
SECTION 5.        PRE-CLOSING COVENANTS OF SELLER................................................................19
         5.1      Affirmative Covenants of Seller................................................................19
         5.2      Negative Covenants of Seller...................................................................20
         5.3      Employees in North Carolina....................................................................22
         5.4      Access.........................................................................................22
         5.5      Conditions.....................................................................................22
         5.6      Preparation of Proxy Statement; Stockholders Meeting...........................................22
         5.7      Covenants Covering Competing Transactions for the Acquired Companies; Related Matters..........23
SECTION 6.        PRE-CLOSING COVENANTS OF PURCHASER.............................................................25
         6.1      Covenants of Purchaser.........................................................................25
         6.2      Conditions.....................................................................................25
SECTION 7.        CONDITIONS TO OBLIGATION OF PURCHASER TO CLOSE.................................................26
         7.1      Accuracy of Representations and Warranties.....................................................26
         7.2      Performance....................................................................................26
</TABLE>


                                       ii.


<PAGE>

                               TABLE OF CONTENTS 
                                  (CONTINUED)


<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>               <C>                                                                                          <C>
         7.3      Stockholder Approval...........................................................................26
         7.4      Required Approvals.............................................................................26
         7.5      No Injunction..................................................................................26
         7.6      Closing Deliverables...........................................................................26
         7.7      New Jersey Properties..........................................................................27
SECTION 8.        CONDITIONS TO OBLIGATION OF SELLER TO CLOSE....................................................28
         8.1      Accuracy of Representations and Warranties.....................................................28
         8.2      Performance....................................................................................28
         8.3      Stockholder Approval...........................................................................28
         8.4      Required Approvals.............................................................................28
         8.5      No Injunction..................................................................................28
         8.6      Closing Deliverables...........................................................................28
SECTION 9.        TERMINATION OF AGREEMENT.......................................................................29
         9.1      Right to Terminate Agreement...................................................................29
         9.2      Effect of Termination..........................................................................30
SECTION 10.       INDEMNIFICATION RELATED MATTERS; TAXES.........................................................31
         10.1     Expiration of Representations, Warranties and Covenants........................................31
         10.2     Indemnification by Seller......................................................................32
SECTION 11.       ADDITIONAL COVENANTS...........................................................................40
         11.1     Covenant of Seller Not to Compete: Nonsolicitation.............................................40
         11.2     Confidentiality................................................................................40
         11.3     Divisibility...................................................................................41
         11.4     Tax-Qualified Plans............................................................................41
SECTION 12.       MISCELLANEOUS PROVISIONS.......................................................................42
         12.1     Time of Essence................................................................................42
         12.2     Compliance with Laws...........................................................................42
         12.3     Publicity......................................................................................42
         12.4     Access of Seller to Books and Records..........................................................42
         12.5     Expenses.......................................................................................42
         12.6     Governing Law..................................................................................42
</TABLE>


                                       iii.


<PAGE>

                               TABLE OF CONTENTS 
                                  (CONTINUED)


<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>               <C>                                                                                          <C>
         12.7     Notices........................................................................................42
         12.8     Table of Contents and Headings.................................................................43
         12.9     Assignment.....................................................................................43
         12.10    Parties in Interest............................................................................43
         12.11    Severability...................................................................................43
         12.12    Entire Agreement...............................................................................44
         12.13    Waiver.........................................................................................44
         12.14    Amendments.....................................................................................44
         12.15    Interpretation of Agreement....................................................................44
</TABLE>



                                        iv.


<PAGE>


                            STOCK PURCHASE AGREEMENT


         THIS STOCK PURCHASE AGREEMENT ("AGREEMENT") is entered into as of
December 15, 2000, by and between CROSS COUNTRY TRAVCORPS, INC., a Delaware
corporation ("PURCHASER"), and EDGEWATER TECHNOLOGY, INC., a Delaware
corporation ("SELLER"). Certain capitalized terms used in this Agreement are
defined on EXHIBIT A.

                                    RECITALS

         A. Seller, through its subsidiaries listed on the ACQUIRED COMPANIES
SCHEDULE, is engaged in the business of permanent placement and temporary
staffing of clinical trials support services personnel.

         B. Seller owns 100% of the issued and outstanding Capital Stock of each
of the companies listed on the ACQUIRED COMPANIES SCHEDULE (collectively, the
"ACQUIRED COMPANIES").

         C. Purchaser wishes to purchase all of the Capital Stock of the
companies on the ACQUIRED COMPANIES SCHEDULE owned by Seller, as set forth on
the ORGANIZATION SCHEDULE (the "ACQUIRED STOCK"), from Seller on the terms and
subject to the conditions set forth in this Agreement, and Seller wishes to sell
to Purchaser on the terms and subject to the conditions set forth in this
Agreement, all of the Acquired Stock.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the premises and of the mutual
representative warranties, and covenants, which are to be made and performed by
the respective parties, Purchaser and Seller hereby agree as follows:

SECTION 1. SALE AND PURCHASE OF STOCK

         1.1 SALE AND PURCHASE OF THE ACQUIRED STOCK. At the Closing (as defined
in Section 2.1 hereof), Seller shall sell to Purchaser, and Purchaser shall
purchase from Seller, all of the Acquired Stock owned, directly or indirectly,
by Seller as such ownership is set forth on the ORGANIZATION SCHEDULE in
accordance with this Agreement.

         1.2 PURCHASE PRICE. The purchase price payable by Purchaser for the
Acquired Stock (the "PURCHASE PRICE") shall be Thirty-One Million Dollars
($31,000,000.00).

         1.3 PAYMENT OF PURCHASE PRICE. The Purchase Price shall be paid by
Purchaser to Seller on the Closing Date by wire transfer of immediately
available funds to an account or accounts to be designated by Seller at least
one (1) business day prior to the Closing.

         1.4 POST-CLOSING PURCHASE PRICE ADJUSTMENT.

                  (a) CLOSING DATE BALANCE SHEET; CALCULATION OF THE NET WORKING
CAPITAL ADJUSTMENT. Within forty-five (45) days following the Closing Date,
Purchaser shall cause the


<PAGE>

Acquired Companies to prepare and deliver to Seller the Closing Date Balance 
Sheet, which will reflect the Net Working Capital. One hundred and twenty 
(120) days following the Closing Date (the "REALIZATION DATE"), Purchaser 
shall cause the Acquired Companies to prepare and deliver to Seller a 
calculation of the Net Working Capital Adjustment, if any. Following the 
Closing, each of Purchaser and Seller shall provide the other party and any 
independent auditors of such other party with access at all reasonable times 
to the properties, books, records, work papers (including those of the 
parties' respective accountants, subject to customary limitations) and 
personnel of the other for purposes of preparing and reviewing the Closing 
Date Balance Sheet, the Adjusted Net Working Capital and the Net Working 
Capital Adjustment and for the matters contemplated by this Section 1.4.

                  (b) DISPUTES. Seller shall have thirty (30) days after
delivery to it by Purchaser of each of the Closing Date Balance Sheet and the
Net Working Capital Adjustment calculation during which to notify Purchaser of
any good faith dispute of any item contained in the Closing Date Balance Sheet
or the Net Working Capital Adjustment calculation, which notice shall set forth
in reasonable detail the basis for such dispute. In the event that Seller shall
so notify Purchaser of any such dispute on or before the last day of either such
30-day period, Purchaser and Seller and their respective accountants shall
negotiate in good faith to resolve such dispute as promptly as possible. If
Purchaser and Seller and their respective accountants are unable to resolve any
such dispute within 30 days of Seller's delivery of such notice, such dispute
shall be resolved by a jointly selected nationally recognized accounting firm
retained to resolve any disputes between Purchaser and Seller over any item
contained in the Closing Date Balance Sheet or the Net Working Capital
Adjustment calculation (the "INDEPENDENT ACCOUNTING FIRM"), which shall make its
determination as promptly as practicable, and such determination shall be final
and binding on the parties. The Independent Accounting Firm shall, acting as
experts and not as arbitrators, determine in a manner consistent with this
Agreement, and only with respect to the remaining differences so submitted,
whether and to what extent, if any, the Closing Date Balance Sheet or the Net
Working Capital Adjustment calculation requires adjustment; PROVIDED, HOWEVER,
the parties shall endeavor to have the Independent Accounting Firm conduct one
review of the matters specified in this paragraph (b) in the event there is, or
it is reasonably likely that there will be, a dispute concerning both the
Closing Date Balance Sheet and the Net Working Capital Adjustment. If Seller and
Purchaser cannot jointly agree on the identity of the Independent Accounting
Firm, Seller and Purchaser shall each submit to their respective accountants the
name of an accounting firm which does not at the time provide services to the
Acquired Companies, Seller, or Purchaser, and the Independent Accounting Firm
shall be selected from these two firms by the respective accountants of the
parties. Any expenses relating to the engagement of the Independent Accounting
Firm shall be shared equally by Seller and Purchaser. The Closing Date Balance
Sheet and the Net Working Capital Adjustment calculation, as modified by
resolution of any disputes, if any, by Purchaser and Seller or by the
Independent Accounting Firm, shall be deemed final and binding on the parties on
the earliest of: (i) the failure of Seller to notify Purchaser of a dispute
within 30 days after the delivery of the Net Working Capital Adjustment
calculation to Seller; (ii) the resolution of any disputes regarding the Net
Working Capital Adjustment calculation by Purchaser and Seller and their
respective accountants; and (iii) the resolution of any dispute regarding the
Net Working Capital Adjustment pursuant to this Section by the Independent
Accounting Firm (the "DETERMINATION DATE").


<PAGE>

                  (c) PAYMENT AND ASSIGNMENT. If the Net Working Capital
Adjustment is greater than zero, then within five (5) business days after the
Determination Date Seller shall pay to Purchaser an amount equal to the Net
Working Capital Adjustment, together with interest thereon at the applicable
federal rate, calculated from the Closing Date to the date of payment. If the
Net Working Capital Adjustment is equal to zero, then no payment shall be due by
Seller to Purchaser. If the Net Working Capital Adjustment is less than zero,
then within five (5) business days after the Determination Date Purchaser shall
pay to Seller an amount equal to the absolute value of the Net Working Capital
Adjustment, together with interest thereon at the applicable federal rate,
calculated from the Closing Date to the date of payment. The amount of any
payment required to be made pursuant to this Section 1.4(c) shall not exceed the
amount of the Purchase Price to be paid at the Closing. If any amount of the
accounts receivable line item listed on the Closing Date Balance Sheet remains
unpaid on the Realization Date, such unpaid amount shall be assigned, as of the
Realization Date, by Purchaser or the Acquired Companies, as applicable, to
Seller. In connection with such assignment, Purchaser or the Acquired Companies,
as applicable, shall promptly execute all documents, agreements and certificates
that are necessary to effect any such assignment to Seller.

SECTION 2. CLOSING

         2.1 GENERAL. The Closing of the transactions contemplated by Section 1
(the "CLOSING") shall be held at the offices of Morgan, Lewis & Bockius, LLP,
101 Park Avenue, New York, NY 10178, or some other mutually agreeable location,
at 10:00 a.m. on the date two (2) business days following the satisfaction or
waiver of all conditions to the obligations of the parties to consummate the
transactions contemplated hereby (other than conditions with respect to actions
the parties will take at the Closing itself), or at such other place, time
and/or date as may be jointly designated by Purchaser and Seller. By mutual
agreement of the parties, closing may take place by conference call and
facsimile with exchange of original signatures by overnight mail.

         2.2 CLOSING TRANSACTIONS. Subject to the conditions set forth in this
Agreement, the parties shall consummate the following transactions (the "CLOSING
TRANSACTIONS") at the Closing:

                  (a) Seller shall sell and transfer to Purchaser or its
designees the Acquired Stock, free and clear of all Liens and Encumbrances, by
delivering to Purchaser or its designees, one or more certificates representing
the Acquired Stock, duly endorsed in blank (or accompanied by duly executed
stock powers) and otherwise in form acceptable for transfer on the books of the
Acquired Companies;

                  (b) Purchaser shall pay the Purchase Price as contemplated by
Section 1.2; and

                  (c) Seller and Purchaser shall deliver the certificates and
other documents and instruments required to be delivered by or on behalf of such
Party under Section 7 and Section 8 of this Agreement, as applicable.


<PAGE>

SECTION 3. REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller represents and warrants to Purchaser that, except as disclosed
or otherwise referred to in any of the disclosure schedules attached hereto
(collectively, "DISCLOSURE SCHEDULE") or in any of the documents attached to the
DISCLOSURE SCHEDULE, as of the date of this Agreement:

         3.1 ORGANIZATION AND CORPORATE POWER.

                  (a) The "ORGANIZATION SCHEDULE" attached hereto contains a
complete and accurate list for each Acquired Company of its name, its
jurisdiction of incorporation or organization, other jurisdictions in which it
is authorized to do business, and its capitalization (including the identity of
each stockholder or equity holder and the number of shares or other equity
interests held by each), determined as of the date hereof. Except as set forth
on the ORGANIZATION SCHEDULE, none of the Acquired Companies owns or holds the
right to acquire any Capital Stock in any other Person. Seller is validly
existing and in good standing as a corporation under the laws of the State of
Delaware, and, subject to the satisfaction of its conditions precedent to
Closing, has all necessary corporate power to perform its obligations under the
Transaction Documents.

                  (b) Each Acquired Company is a company duly organized, validly
existing, and in good standing under the laws of its jurisdiction of
incorporation or organization, with full corporate or organizational power and
authority, as appropriate, to conduct the business as it is now being conducted
and to own or use the properties and assets that it purports to own or use. Each
Acquired Company is duly qualified to do business as a foreign company and is in
good standing under the laws of each state or other jurisdiction in which either
the ownership or use of the properties owned or used by it, or the nature of the
activities conducted by it, requires such qualification, except where the
failure to be so duly qualified or licensed and in good standing would not
individually or in the aggregate have a Material Adverse Effect.

                  (c) Seller has delivered to Purchaser correct and complete
copies of the certificate of incorporation and bylaws (or equivalent governing
documents) of each Acquired Company, which documents reflect all amendments made
thereto at any time before the date hereof. Correct and complete copies of the
minute books containing the records of meetings of the stockholders and board of
directors (or equivalent parties), the stock certificate books, and the stock
record books of the Acquired Companies have been furnished to Purchaser. None of
the Acquired Companies is in default under or in violation of any provision of
its certificate of incorporation or by-laws (or equivalent governing documents).

         3.2 AUTHORIZATION OF TRANSACTIONS. Seller and each Acquired Company has
all requisite corporate power and authority to execute and deliver the
Transaction Documents to which it is a party and, subject to the adoption and
approval of this Agreement and the transactions contemplated hereby by the
holders of a majority of the shares of common stock of Seller outstanding on the
record date and entitled to vote thereon at the Stockholders Meeting (the
"STOCKHOLDER VOTE CONDITION"), to consummate the transactions contemplated
hereby and thereby and to carry out their respective obligations hereunder and
thereunder. The board of directors of Seller has duly approved the execution and
delivery of the Transaction Documents and the consummation of the transactions
contemplated thereby. No other corporate proceedings


<PAGE>

on the part of Seller or any Acquired Company are necessary to approve and 
authorize the execution and delivery of the Transaction Documents to which it 
is a party and, subject to the satisfaction of the Stockholder Vote 
Condition, the performance of their respective obligations thereunder or the 
consummation of the transactions contemplated thereby. All Transaction 
Documents to which Seller or any Acquired Company is a party have been duly 
executed and delivered by Seller and/or such Acquired Company and constitute 
the valid and binding agreements of Seller and/or such Acquired Company, 
enforceable against Seller and/or such Acquired Company in accordance with 
their terms, except as enforceability may be limited by applicable 
bankruptcy, insolvency, reorganization, moratorium or other laws of general 
application affecting enforcement of creditors' rights, and as limited by 
general principles of equity that restrict the availability of equitable 
remedies.

         3.3 CAPITALIZATION. The authorized Capital Stock of each Acquired
Company consists of the number and type of shares or other interests (and par
values) set forth relative to such Acquired Company's name on the ORGANIZATION
SCHEDULE. Except as set forth on the ORGANIZATION SCHEDULE, all of the issued
and outstanding Capital Stock of the Acquired Companies have been duly
authorized, are validly issued, fully paid and nonassessable, and are held of
record and owned beneficially by the Persons and in the manner described on the
ORGANIZATION SCHEDULE, free and clear of all Liens and Encumbrances, and are not
subject to, nor were they issued in violation of, any preemptive rights or
rights of first refusal. The delivery of certificates at the Closing
representing the Acquired Stock in the manner provided in Section 2.2 will
transfer to Purchaser or its designees, directly or indirectly, good and valid
title to the Acquired Stock, which constitutes all of the outstanding capital
stock of or other ownership interests in each Acquired Company, in each case,
free and clear of all Liens and Encumbrances. Except as set forth on the
ORGANIZATION SCHEDULE, there are no outstanding or authorized options, warrants,
rights, contracts, calls, puts, rights to subscribe, conversion rights, or other
agreements or commitments to which Seller or any Acquired Company is a party or
which are binding upon Seller or any Acquired Company providing for the
issuance, disposition, or acquisition of any Acquired Company's Capital Stock
(other than this Agreement). Other than as set forth on the ORGANIZATION
SCHEDULE, there are no outstanding or authorized stock appreciation, phantom
stock, or similar rights with respect to any Acquired Company. There are no
voting trusts, proxies, or any other agreements or understandings with respect
to the voting of the Capital Stock of any Acquired Company. No Acquired Company
is subject to any obligation (contingent or otherwise) to repurchase or
otherwise acquire or retire any of its Capital Stock.

         3.4 ABSENCE OF CONFLICTS. Except as set forth on the "CONFLICTS
SCHEDULE" attached hereto, the execution, delivery and performance of the
Transaction Documents and the consummation of the transactions contemplated
thereby by Seller and/or any Acquired Company do not and shall not (a) conflict
with or result in any breach of any of the terms, conditions or provisions of,
(b) constitute (with or without notice or lapse of time or both) a default
under, (c) result in a violation of, (d) give any third party the right to
modify, terminate or accelerate any obligation under, (e) result in the creation
of any Lien or Encumbrance upon the Capital Stock (including, without
limitation, the Acquired Stock) or any Lien or Encumbrance (excluding Permitted
Encumbrances) upon the assets of any Acquired Company by any Person other than
Purchaser pursuant to, or (f) require, to the extent not already obtained, any
authorization, consent, approval, exemption or other action by or notice or
declaration to, or filing with, any Person or any court or administrative or
other governmental body or agency under: (1) the


<PAGE>

certificate of incorporation or by-laws (or equivalent governing documents) 
of Seller or any of the Acquired Companies; (2) any indenture, mortgage, 
material lease, loan agreement or other material agreement or material 
instrument to which Seller or any of the Acquired Companies or their 
respective assets or properties is bound or affected; (3) any material law, 
statute, rule or regulation to which Seller or any of the Acquired Companies 
is subject (except in connection with the filing with the SEC of a proxy 
statement relating to the solicitation of votes concerning the approval 
necessary to satisfy the Stockholder Vote Condition (as amended or 
supplemented from time-to-time, the "PROXY STATEMENT"), the satisfaction of 
the Stockholder Vote Condition pursuant to the DGCL and the filing with the 
SEC of such reports under the Exchange Act as may be required in connection 
with this Agreement and the transactions contemplated by this Agreement); or 
(4) any judgment, order or decree to which Seller or any Acquired Company is 
subject.

         3.5 FINANCIAL STATEMENTS AND RELATED MATTERS.

                  Attached hereto as the "FINANCIAL STATEMENTS SCHEDULE" are
copies of: (i) an unaudited combined balance sheet as of October 31, 2000 (the
"LATEST BALANCE SHEET") and the related unaudited combined statement of income
for the ten (10) months then-ended October 31, 2000 for the Acquired Companies;
and (ii) an unaudited balance sheet and statement of income as of and for the
fiscal year ended December 31, 1999, for the Acquired Companies (collectively,
the "FINANCIAL STATEMENTS"). Except as set forth on the FINANCIAL STATEMENTS
SCHEDULE, each of the Financial Statements is accurate and complete in all
material respects, is consistent with the Acquired Companies' books and records
(which, in turn, are accurate and complete in all material respects), presents
fairly the Acquired Companies' financial condition and results of operations as
of the times and for the periods referred to therein, and has been prepared in
accordance with GAAP, subject in the case of interim unaudited financial
statements to changes resulting from normal year-end adjustments and to the
absence of footnote disclosure.

         3.6 ABSENCE OF CERTAIN DEVELOPMENTS. Except for the execution and
delivery of the Transaction Documents and the transactions to take place
pursuant hereto on or before the Closing Date, since October 31, 2000, there has
not been any Material Adverse Change, or any event or development which,
individually or together with other such events, could reasonably be expected to
result in a Material Adverse Change. Without limiting the foregoing, except as
set forth on the attached "DEVELOPMENTS SCHEDULE," since October 31, 2000,
neither Seller (solely with respect to the Acquired Companies) nor any of the
Acquired Companies has:

                  (a) subjected any material portion of the properties or assets
of any Acquired Company to any Lien or Encumbrance (other than Permitted
Encumbrances);

                  (b) entered into, amended or terminated any material lease,
contract, agreement or commitment applicable to any Acquired Company, or taken
any other action or entered into any other material transaction applicable to
any Acquired Company other than in the Ordinary Course of Business;

                  (c) declared, set aside or paid outside of the Ordinary Course
of Business any dividends or made any other distributions (whether in cash or in
kind) with respect to any shares (or other interests) of the Capital Stock of
any Acquired Company;


<PAGE>

                  (d) made any capital expenditures or commitments for capital
expenditures on behalf of any Acquired Company except for amounts less than
$50,000;

                  (e) (i) increased the salary, wages or other compensation of
any officer or employee of any Acquired Company whose annual salary is, or after
giving effect to such change would be, $150,000 or more; (ii) established or
modified with respect to any Acquired Company any of the (x) targets, goals,
pools or similar provisions in respect of any fiscal year under any Benefit
Plan, employment contract or other employee compensation arrangement or (y)
salary ranges, increase guidelines or similar provisions in respect of any
Benefit Plan, employment contract or other employee compensation arrangement; or
(iii) adopted, entered into, amended, modified or terminated (partial or
complete) any Benefit Plan except to the extent required by applicable law;

                  (f) (i) incurred, either directly or on behalf of an Acquired
Company, any indebtedness in an aggregate principal amount exceeding $100,000
(net of any amounts discharged during such period), or (ii) voluntarily
purchased, cancelled, prepaid or completely or partially discharged in advance
of a scheduled payment date with respect to, or waived any right of any Acquired
Company under, any indebtedness of or owing to any Acquired Company (in either
case other than any indebtedness of any Acquired Company owing to another
Acquired Company);

                  (g) made any material change in the accounting policies of any
Acquired Company; or

                  (h) committed to do any of the foregoing.

         3.7 TAXES. Except as set forth on the attached "TAXES SCHEDULE":

                  (a) All Tax Returns with respect to each Acquired Company that
were required to be filed prior to the date hereof have been timely filed and
all such Tax Returns required to be filed prior to the Closing will be timely
filed, and all of those Tax Returns were, or will be, true, correct and complete
in all material respects;

                  (b) all Taxes due and payable have been paid by each Acquired
Company or will be paid by the appropriate due date and no amount of such Taxes
is delinquent;

                  (c) no deficiency for any amount of Tax in excess of $50,000
which has not been resolved has been asserted or assessed in writing by a taxing
authority against any of the Acquired Companies, and Seller has no Knowledge
that any such written assessment or asserted Tax liability shall be made;

                  (d) there is no action, suit, taxing authority proceeding or
audit now in progress, pending or, to the Knowledge of Seller, threatened in
writing against or with respect to any of the Acquired Companies;

                  (e) there is not currently in force with respect to any of the
Acquired Companies any (A) waiver of any statute of limitations relating to
Taxes, (B) agreement to any


<PAGE>

extension of the period for assessment or collection of Taxes or (C) power of 
attorney relating to Taxes;

                  (f) none of the Acquired Companies is a party to or bound by
any Tax allocation, sharing, indemnity or similar agreement or arrangement with
any Person with respect to the Acquired Companies and none of the Acquired
Companies has any current or potential contractual obligation to indemnify any
other Person with respect to Taxes regarding the Acquired Companies;

                  (g) none of the Acquired Companies has any obligation to make
any payment that could be non-deductible under Section 280G of the Code (or any
corresponding provision of state, local or foreign Tax law);

                  (h) no written claim has been made and delivered by a taxing
authority in a jurisdiction where any of the Acquired Companies does not pay
Taxes or file Tax Returns that Seller or any Acquired Company is or may be
subject to Taxes assessed by such jurisdiction;

                  (i) each of the Acquired Companies has withheld and paid over
all Taxes required to have been withheld and paid over in connection with
amounts paid or owing to any employee, creditor, independent contractor or other
third party relating to the Acquired Companies;

                  (j) the TAXES SCHEDULE contains a list of states, territories
and jurisdictions (whether foreign or domestic) in which Seller and/or each of
the Acquired Companies files Tax Returns relating to the Acquired Companies;
there are no other jurisdictions in which Tax Returns are required to be filed;

                  (k) none of the Acquired Companies has any liability for taxes
under Treasury Regulations section 1.1502-6 or any similar state, local or
foreign provision; and

                  (l) Seller is the common parent of the affiliated group (as
defined in Code section 338(h)(5)) of which the Acquired Companies are members.
This affiliated group files consolidated federal income tax returns.

         3.8 PROPRIETARY RIGHTS.

                  (a) The "PROPRIETARY RIGHTS SCHEDULE" attached hereto contains
a complete and accurate list of all material Proprietary Rights owned, licensed
or used by any of the Acquired Companies, including (i) patented and registered
Proprietary Rights owned or used by any of the Acquired Companies, (ii) pending
patent applications and applications for registrations of other Proprietary
Rights filed by or on behalf of or owned by any of the Acquired Companies, (iii)
material unregistered trade names, Internet domain names, web sites and
corporate names owned or used by Seller or any of its Affiliates (excluding the
Acquired Companies) with respect to any of the Acquired Companies and (iv)
material unregistered trademarks, service marks and logos and the computer
software owned or used by Seller or any of its Affiliates (excluding the
Acquired Companies) with respect to any of the Acquired Companies. Except as to
licenses and agreements contained in customer contracts or entered into in
connection therewith that grant customers the right to use or assign rights in
Proprietary


<PAGE>

Rights developed therefor, the PROPRIETARY RIGHTS SCHEDULE contains a 
complete and accurate list of all material licenses and other rights granted 
by Seller or any of the Acquired Companies to any third party with respect to 
any Proprietary Rights, in each case identifying the subject Proprietary 
Rights. Except as set forth on the PROPRIETARY RIGHTS SCHEDULE, the Acquired 
Companies own, free of all Liens and Encumbrances (except Permitted 
Encumbrances), all right, title and interest to, or have the right to use 
pursuant to a valid license, all of the Proprietary Rights set forth on the 
PROPRIETARY RIGHTS SCHEDULE and all other Proprietary Rights reasonably 
necessary for the operation of the Acquired Companies as presently conducted. 
Except as set forth on the PROPRIETARY RIGHTS SCHEDULE, the loss or 
expiration of any Proprietary Rights or related group of Proprietary Rights 
owned or used by any of the Acquired Companies has not had a Material Adverse 
Effect on the Acquired Companies and such a loss or expiration of Proprietary 
Rights is not pending or, to the Knowledge of Seller, threatened in writing.

                  (b) Except as set forth on the PROPRIETARY RIGHTS SCHEDULE,
(i) all of the Proprietary Rights owned or used by the Acquired Companies are
valid and enforceable and have not been misused, and no claim by any third party
contesting the validity, enforceability, use or ownership of any such
Proprietary Rights has been made, is currently outstanding or to Seller's
Knowledge, has been threatened in writing, and, to Seller's Knowledge, there are
no grounds for the same; (ii) neither Seller nor any of the Acquired Companies
has received any written notices of invalidity, infringement or misappropriation
from any third party with respect to any such Proprietary Rights; (iii) to the
Knowledge of Seller, neither Seller nor any of the Acquired Companies has
interfered with, infringed upon, misappropriated or otherwise come into conflict
with any Proprietary Rights of any third parties; and (iv) to the Knowledge of
Seller, no third party has interfered with, infringed upon, misappropriated, or
otherwise come into conflict with any Proprietary Rights of the Acquired
Companies.

                  (c) The transactions contemplated by this Agreement shall have
no Material Adverse Effect on the Acquired Companies' rights, title and interest
in and to any of their respective Proprietary Rights. Each of the Acquired
Companies has taken all necessary actions to maintain and protect their
respective material Proprietary Rights and shall continue to maintain and
protect those rights prior to the Closing so as to not materially and adversely
affect the validity or enforcement of such Proprietary Rights. To the Knowledge
of Seller, the owners of any Proprietary Rights that are licensed to any
Acquired Company (other than third party off-the-shelf computer software) have
taken all necessary actions to maintain and protect such Proprietary Rights.

         3.9 LITIGATION; PROCEEDINGS. Except as set forth on the "LITIGATION
SCHEDULE" attached hereto, there are no (i) material actions, suits, complaints,
charges in writing, proceedings, orders, investigations or claims pending or, to
the Knowledge of Seller, threatened in writing against or affecting any of the
Acquired Companies (or to the Knowledge of Seller, pending or threatened in
writing against or affecting any of the officers, directors or key employees of
any of the Acquired Companies with respect to the business of the Acquired
Companies) at law or in equity, or before or by any federal, state, municipal or
other governmental court, department, commission, board, bureau, agency or
instrumentality, domestic or foreign, (including, without limitation, any
actions, suits, complaints, charges, proceedings or investigations with respect
to the transactions contemplated by this Agreement) or (ii) outstanding orders,
laws, rules or regulations restraining, enjoining, prohibiting or otherwise


<PAGE>

making illegal the purchase and sale of the Acquired Stock pursuant to this
Agreement. Except as set forth on the LITIGATION SCHEDULE, none of the Acquired
Companies is subject to any material grievance arbitration proceedings under
collective bargaining agreements or otherwise or, to the Knowledge of Seller,
any governmental investigations or inquiries. Except as set forth on the
LITIGATION SCHEDULE, none of the Acquired Companies is subject to any judgment,
order or decree of any court or other governmental agency (or settlement
enforceable therein).

         3.10 BROKERS. Except as set forth on the "BROKERAGE SCHEDULE" attached
hereto, neither Seller nor any of the Acquired Companies has retained any broker
or finder in connection with any of the transactions contemplated by this
Agreement, and Seller has not incurred or agreed to pay, or taken any other
action that would entitle any Person to receive, any brokerage fee, finder's fee
or other similar fee or commission with respect to any of the transactions
contemplated by this Agreement.

         3.11 GOVERNMENTAL LICENSES AND PERMITS. The "PERMITS SCHEDULE" attached
hereto contains a listing and summary description of all material Licenses used
in the conduct of the business of the Acquired Companies as presently conducted
(including, without limitation, material Licenses owned or possessed by any of
the Acquired Companies). Except as indicated on the PERMITS SCHEDULE, the
Acquired Companies own or possess all right, title and interest in and to all of
the material Licenses that are necessary to conduct their business as presently
conducted. Each of the Acquired Companies is in material compliance with the
terms and conditions of such material Licenses and neither Seller nor any
Acquired Company has received any notices that an Acquired Company is in
violation of or default under (or with the giving of notice or lapse of time or
both, would be in violation of or in default under) any of the terms or
conditions of such material Licenses. Each of the Acquired Companies has taken
all necessary action to maintain such material Licenses. No loss or expiration
of any such material License is threatened (in writing) or pending other than
expiration in accordance with the terms thereof. Except as indicated on the
PERMITS SCHEDULE, all of the Licenses shall survive the transactions
contemplated hereby.

         3.12 EMPLOYEES. Except as set forth on the "EMPLOYEES SCHEDULE"
attached hereto, to the Knowledge of Seller, no key executive employee and no
group of key internal employees or independent contractors of any of the
Acquired Companies has any plans to terminate his, her or its employment or
relationship as an independent contractor with any of the Acquired Companies
other than in the Ordinary Course of Business. Except as set forth on the
EMPLOYEES SCHEDULE, each of the Acquired Companies has complied in all material
respects with, and remains in compliance in all material respects with, all
applicable laws relating to the employment of personnel and labor. Except as set
forth on the EMPLOYEES SCHEDULE, none of the Acquired Companies is a party to or
bound by any collective bargaining agreement, nor has such party experienced any
strikes, grievances, unfair labor practices claims or other material employee or
labor disputes. To the Knowledge of Seller, none of the Acquired Companies has
engaged in any unfair labor practice. Seller has no Knowledge of any
organizational effort presently being made or which has been threatened in
writing by or on behalf of any labor union with respect to any employees of any
of the Acquired Companies. None of the Acquired Companies has implemented any
plant closing, mass layoff, collective dismissals or reductions as those terms
are defined in the Worker Adjustment Retraining and Notification Act of 1988, as
amended ("WARN"), or any similar state or local law or regulation, and no
layoffs that could





<PAGE>

implicate such laws or regulations will have been implemented before Closing 
without advance notification to Purchaser.

         3.13 EMPLOYEE BENEFIT MATTERS.

                  (a) Except as set forth on the "BENEFIT PLANS SCHEDULE"
attached hereto, with respect to current or former employees (or their
beneficiaries) of each of the Acquired Companies, none of Seller, any of the
Acquired Companies or any entity that would be deemed a "single employer" with
Seller or any Acquired Company under Section 414(b), (c), (m) or (o) of the Code
or Section 4001 of ERISA (an "ERISA AFFILIATE") maintained or contributed to or
has any material actual or potential liability with respect to any (i) deferred
compensation, profit sharing, severance, incentive, change in control, bonus or
retirement plans or arrangements, (ii) qualified or nonqualified defined
contribution or defined benefit plans or arrangements which are employee pension
benefit plans (as defined in Section 3(2) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA")), or (iii) employee welfare benefit
plans, (as defined in Section 3(1) of ERISA), stock option, stock purchase,
restricted stock, tuition refund, disability, fringe benefit or any other
policies, plans or programs whether in writing or oral, insured or self-insured
and whether or not terminated. None of Seller, any of the Acquired Companies or
any ERISA Affiliate or any of their predecessors have within the previous six
years contributed to any multiemployer pension plan (as defined in Section 3(37)
of ERISA), and none of Seller, any of the Acquired Companies or any ERISA
Affiliate or any of their predecessors have maintained or contributed within the
previous six years to any defined benefit plan (as defined in Section 3(35) of
ERISA). The plans and other arrangements, programs and agreements referred to in
the preceding two sentences are referred to collectively as the "BENEFIT PLANS."
None of Seller, any of the Acquired Companies or any ERISA affiliate maintains
or contributes to any Benefit Plan which provides health, accident or life
insurance benefits to current or future retirees or terminees, their spouses or
dependents, other than in accordance with Section 4980B of the Code ("COBRA").

                  (b) Each Benefit Plan (and each related trust and insurance
contract) set forth on the BENEFIT PLANS SCHEDULE (i) complies in form and in
operation in all material respects with the requirements of applicable laws and
regulations, including, without limitation, ERISA and the Code and the
nondiscrimination rules thereof, (ii) has received or will have received prior
to the Closing Date all contributions, premiums or payments required by any
Benefit Plan with respect to all periods through the Closing Date, and (iii)
with respect to each Benefit Plan which is intended to be qualified under
section 401(a) of the Code, has been amended on a timely basis in compliance
with the Code and, except as set forth on the BENEFIT PLANS SCHEDULE, has either
received from the Internal Revenue Service a favorable determination letter
which considers the terms of such Benefit Plan as amended or is within the
remedial amendment period for obtaining such letter, and nothing has occurred or
is expected to occur through the Closing Date that caused or could cause the
revocation of such favorable determination letter or the imposition of any
material penalty or tax.

                  (c) Except as set forth on the BENEFIT PLANS SCHEDULE, all
required reports and descriptions (including Form 5500 Annual Reports, Summary
Annual Reports and Summary Plan Descriptions) with respect to the Benefit Plans
set forth on the BENEFIT PLANS SCHEDULE have been properly and timely filed with
the appropriate government agency and distributed to 



<PAGE>

participants as required. Seller, each of the Acquired Companies and each 
ERISA Affiliate have complied in all material respects with the requirements 
of COBRA.

                  (d) With respect to each Benefit Plan set forth on the BENEFIT
PLANS SCHEDULE, (i) there have been no prohibited transactions as defined in
Section 406 of ERISA or Section 4975 of the Code, (ii) no fiduciary (as defined
in Section 3(21) of ERISA) has any material liability for breach of fiduciary
duty or any other failure to act or comply in connection with the administration
or investment of the assets of such Benefit Plans, and (iii) no actions,
investigations, suits or claims with respect to any Benefit Plan, any trustee or
fiduciary thereof, Seller, any Acquired Company or any ERISA Affiliate, any
director, officer or employee thereof or the assets of any trust of the Benefit
Plans thereof (other than non-material routine claims for benefits) are pending
and neither Seller nor any Acquired Company has Knowledge of any facts which
would give rise to or could reasonably be expected to give rise to any such
actions, investigations, suits or claims.

                  (e) None of Seller, any of the Acquired Companies or any ERISA
Affiliate has incurred or has any reason to expect that it will incur, any
material liability to the Pension Benefit Guaranty Corporation (other than
routine premium payments ) or otherwise under Title IV of ERISA (including any
withdrawal liability) or under the Code with respect to any employee pension
benefit plan (as defined in Section 3(2) of ERISA) that Seller, any of the
Acquired Companies or any ERISA Affiliate maintains or ever has maintained or to
which any of them contributes, ever has contributed or ever has been required to
contribute to.

                  (f) Except as set forth on the BENEFIT PLANS SCHEDULE, each
individual who has received compensation for the performance of services on
behalf of any Acquired Company has been properly classified as an employee or
independent contractor in accordance with applicable laws.

                  (g) None of Seller, the Acquired Companies or any ERISA
Affiliate maintains any Benefit Plan which provides benefits to any employee or
former employee (or to their beneficiaries or dependents) of the Acquired
Companies employed outside the United States.

                  (h) Except as disclosed on the BENEFITS PLANS SCHEDULE, the
consummation of the transactions contemplated by this Agreement will not give
rise to any liability, including, without limitation, liability for severance
pay, unemployment compensation, termination pay or withdrawal liability or
accelerate the time of payment or vesting or increase the amount of compensation
or benefits due to any employee, director or shareholder of the Acquired
Companies (whether current, former or retired) or their beneficiaries solely by
reason of such transactions or by reason of a termination following such
transactions. Except as disclosed on the BENEFITS PLAN SCHEDULE, neither Seller
nor any Acquired Company has any unfunded liabilities pursuant to any Benefit
Plan concerning an Acquired Company that is not intended to be qualified under
Section 401(a) of the Code and that is an employee pension benefit plan within
the meaning of Section 3(2) of ERISA, a nonqualified deferred compensation plan
or an excess benefit plan.

         3.14 INSURANCE. The "INSURANCE SCHEDULE" contains a true and complete
list (including the names and addresses of the insurers, the expiration dates
thereof, the annual 



<PAGE>


premiums and payment terms thereof and a brief description of the interests 
insured thereby) of all liability, property, workers' compensation, 
directors' and officers' liability and other insurance policies currently in 
effect (together with a two year claims history) that insure the business, 
operations or employees of the Acquired Companies or affect or relate to the 
ownership, use or operation of the Business or any of the assets and 
properties of the Acquired Companies and that (i) have been issued to any 
Acquired Company or (ii) have been issued to any Person (other than any 
Acquired Company) for the benefit of the Business or any Acquired Company. 
Except as set forth on the INSURANCE SCHEDULE, the insurance coverage 
provided by the policies described in clause (i) above will not terminate or 
lapse by reason of the transactions contemplated by this Agreement. Except as 
set forth on the INSURANCE SCHEDULE, each policy listed on the INSURANCE 
SCHEDULE is valid and binding and in full force and effect, no premiums due 
on or prior to the Closing Date thereunder have not been paid and none of 
Seller, any Acquired Company or the Person to whom such policy has been 
issued has received any notice of cancellation or termination in respect of 
any such policy or is in default thereunder. Except as set forth on the 
INSURANCE SCHEDULE, neither Seller nor any of the Acquired Companies has 
received notice that any insurer under any policy referred to in this Section 
is denying liability with respect to a claim thereunder or defending under a 
reservation of rights clause.

         3.15 OFFICERS AND DIRECTORS; BANK ACCOUNTS. The "OFFICERS, DIRECTORS
AND BANK ACCOUNTS SCHEDULE" attached hereto lists all officers and directors of
each of the Acquired Companies, and all bank accounts, safety deposit boxes and
lock boxes (designating each authorized signatory with respect thereto) for each
of the Acquired Companies and all Persons having signatory power with respect
thereto.

         3.16 COMPLIANCE WITH LAWS. Except as set forth on the "COMPLIANCE
SCHEDULE" attached hereto, the operations of the Business have, and each of the
Acquired Companies has, complied in all material respects with and is in
material compliance with all applicable laws, regulations and ordinances of
foreign, federal, state and local governments and all agencies thereof which are
applicable to it or which such Acquired Companies may otherwise be subject, and
no material claims have been filed against any Acquired Companies, or Seller
(concerning the Acquired Companies), alleging a material violation of any such
laws or regulations, and none of the Acquired Companies or Seller has received
written notice of any such past or present violations nor, to the Knowledge of
Seller, has the Business or any Acquired Company been the subject of any inquiry
or investigation by any governmental or regulatory authority regarding any such
present or past failure. Except as set forth on the COMPLIANCE SCHEDULE, Seller
(concerning the Acquired Companies) and the Acquired Companies have complied in
all material respects with all laws, regulations and ordinances of federal,
state and local governments and all agencies thereof applicable to present or
former employees (or any Person found to be a present or former employee),
employees' collective bargaining representatives, job applicants or any
association or group of such Persons, of any Acquired Company, including without
limitation any provisions thereof relating to terms and conditions of
employment, wages, hours, the payment of social security and similar taxes and
occupational safety and health.

         3.17 ENVIRONMENTAL MATTERS. Except as set forth on the "ENVIRONMENTAL
SCHEDULE" attached hereto, each of the Acquired Companies has complied in all
material respects, and is currently in compliance in all material respects, with
Environmental and Safety Requirements. Except as set forth on the ENVIRONMENTAL
SCHEDULE, none of the Acquired Companies nor Seller 



<PAGE>


has received any oral or written notice, report or information regarding any 
liabilities (whether accrued, absolute, contingent, unliquidated or 
otherwise) or any corrective, investigatory or remedial obligations arising 
under Environmental and Safety Requirements which relate to any Acquired 
Company or any Acquired Company's properties or facilities. Without limiting 
the generality of the foregoing, each of the Acquired Companies has obtained 
and complied in all material respects with, and are currently in compliance 
in all material respects with, all permits, licenses and other authorizations 
that may be required pursuant to any Environmental and Safety Requirements 
for the use and occupancy of the properties and facilities and the operation 
of their business. None of the properties or facilities operated or leased by 
the Acquired Companies contains any chemicals, pollutants or substances in, 
on, over, under or at it, in concentrations which would be reasonably likely 
to result in the imposition of liability or obligations on the Acquired 
Companies for the investigation, corrective action, remediation or monitoring 
at those properties and facilities. The Acquired Companies have not 
contractually, or to the Knowledge of Seller by operation of law, including 
the Environmental and Safety Requirements, or otherwise assumed or succeeded 
to any environmental liabilities or obligations of any predecessors or any 
other Person or entity.

         3.18 CONTRACTS.

                  (a) Except as specifically contemplated by this Agreement and
except as set forth on the "CONTRACTS SCHEDULE" attached hereto, neither Seller
(only with respect to the Acquired Companies) nor any of the Acquired Companies
is a party to or bound by any:

                           (i) collective  bargaining  agreement or contact with
any labor union or any bonus, pension, profit sharing, retirement or any other
form of deferred compensation plan or any stock purchase, stock option,
hospitalization insurance or similar plan or practice, whether formal or
informal;

                           (ii) contract for the internal employment of any 
officer, individual employee or other person on a full-time or part-time basis
providing annual compensation in excess of $125,000;

                           (iii) change of control or severance agreement or 
similar arrangement;

                           (iv) agreement or indenture relating to the borrowing
of money or to mortgaging, pleading or otherwise placing a Lien or Encumbrance
on any of its assets;

                           (v) contract under which any of the Acquired 
Companies has advanced or loaned any other Person amounts in the aggregate
exceeding $50,000, other than trade credit extended in the Ordinary Course of
Business;

                           (vi) agreement with respect to the lending or 
investing of funds;

                           (vii) guaranty of any  obligation, other then 
endorsement made for collection and guarantees of obligation of an Acquired
Company pursuant to any Lease;

                           (viii) management, consulting, advertising, 
marketing, promotion, technical services, advisory or other contract or other
similar arrangement relating to the design, 



<PAGE>


marketing, promotion, management or operation of the Acquired Companies 
involving payments in excess of $200,000 per year;

                           (ix) lease or agreement under which it is lessee of, 
or holds or operates, any personal property owned by any other Person calling
for payment is excess of $100,000 annually;

                           (x) lease or agreement under which it is lessor of or
permits any third party to hold or operate any property, real or personal, owned
or controlled by it and calling for payments in excess of $100,000 per year;

                           (xi) agreement or group of related  agreements with 
the same Person for the purchase of products or services under which the annual
expense of such products and services has a price in excess of $200,000;

                           (xii) contracts relating to (A) the future  
disposition or acquisition of any assets or properties of the Acquired
Companies, other than dispositions or acquisitions in the Ordinary Course of
Business, and (B) any business combination;

                           (xiii) contracts that incur indebtedness or incur or 
suffer to exist any Lien;

                           (xiv) contracts arising solely out of an acquisitive 
or dispositive transaction (A) obligating an Acquired Company to make, or
provide for, indemnification or (B) to which indemnification is provided to an
Acquired Company or Seller (only with respect to and directly involving any
Acquired Company); and

                           (xv) contracts with any Person containing any 
provision or covenant prohibiting or limiting the ability of an Acquired Company
to engage in any business or compete with any Person concerning any business or
prohibiting or limiting the ability of any Person to compete with the Business
or an Acquired Company.

                  (b) The CONTRACTS SCHEDULE contains a complete and accurate
list of the contracts or agreements with the top ten (10) customers of Seller
with respect to the Acquired Companies, with such top customers determined based
upon annual revenues with respect to such customers for period from January 1,
2000 through October 31, 2000. Except as disclosed on the CONTRACTS SCHEDULE,
since October 31, 2000, no such customer has (i) ceased purchases from the
Acquired Companies or the Business or (ii) materially reduced its purchases from
the Acquired Companies or the Business (other than as a result of fluctuations
that are customary in the Ordinary Course of Business). Except as disclosed on
the CONTRACTS SCHEDULE, to the Knowledge of Seller, no such customer is
threatened with bankruptcy or insolvency.

                  (c) Except as disclosed on the CONTRACTS SCHEDULE: (i) no
contract required to be disclosed on the CONTRACTS SCHEDULE and no other
material contract or commitment has been materially breached or canceled by the
Acquired Companies; (ii) each of the Acquired Companies has performed all of the
material obligations required to be performed by them in connection with the
contracts required to be disclosed on the CONTRACTS SCHEDULE and no Acquired
Company is in material default (whereby such default is continuing and has not
be 



<PAGE>


cured) under or in material breach of any such contracts, and no event has 
occurred which with the passage of time of the giving of notice or both, 
would result in such a continuing material default or material breach 
thereunder; (iii) each material agreement including any contract required to 
be disclosed on the CONTRACTS SCHEDULE, is legal, valid, binding, enforceable 
and in full force and effect; and (iv) except as disclosed on the CONTRACTS 
SCHEDULE, none of the Acquired Companies is, or has received notice that it 
is, in violation or breach of or default under any such contract (or with 
notice or lapse of time or both, would be in violation or breach of or 
default under any such contract).

         3.19 ABSENCE OF UNDISCLOSED LIABILITIES. Except as set forth on the
"UNDISCLOSED LIABILITIES SCHEDULE" attached hereto, no Acquired Company has any
liabilities except: (i) obligations under executory contracts described on the
CONTRACTS SCHEDULE or under executory contracts or commitments not required to
be disclosed thereon; (ii) liabilities reflected or reserved for on the
liabilities side of the Latest Balance Sheet; (iii) liabilities which have
arisen after the date of the Latest Balance Sheet in the Ordinary Course of
Business or otherwise in accordance with the terms and conditions of this
Agreement; and/or (iv) liabilities specifically identified and disclosed
elsewhere in this Agreement or the liabilities specifically identified and
disclosed in the DISCLOSURE SCHEDULES attached hereto.

         3.20 REAL PROPERTY. All real property leased, used or occupied by the
Acquired Companies (the "LEASES") is identified on the "REAL ESTATE SCHEDULE"
and no other real property is used for the conduct of the Business. The Acquired
Companies do not own any real property.

                  (a) Except as disclosed on the REAL ESTATE SCHEDULE, each
Acquired Company has a valid and subsisting leasehold estate in and the right to
quiet enjoyment of the real properties subject to the Leases in accordance with
the terms thereof. Each Lease is a legal, valid and binding agreement,
enforceable in accordance with its terms, of such Acquired Company and of each
other Person that is a party thereto, and except as set forth on the REAL ESTATE
SCHEDULE, there is no, and neither Seller nor any Acquired Company has received
notice of any, default (or any condition or event which, after notice or lapse
of time or both, would constitute a default) thereunder. None of the Acquired
Companies owes any brokerage commissions with respect to any such leased space.

                  (b) Except as disclosed on the REAL ESTATE SCHEDULE, the
improvements on the real property which are subject to the Leases are in good
operating condition and in a state of good maintenance and repair, ordinary wear
and tear excepted, are adequate and suitable for the purposes for which they are
presently being used and, to the Knowledge of Seller, there are no condemnation
or appropriation proceedings pending or threatened against any of such real
property or the improvements thereon.

         3.21 AFFILIATE TRANSACTIONS. Except as disclosed on the "AFFILIATED
TRANSACTIONS SCHEDULE" attached hereto, (i) there are no intercompany
liabilities between an Acquired Company, on the one hand, and Seller, any
Affiliate of Seller or any Insider, (ii) neither Seller, any Affiliate of Seller
or any Insider provides or causes to be provided to an Acquired Company any
assets, services or facilities and (iii) neither Seller, any Affiliate of Seller
or any Insider is party to any agreement, contract or commitment or transaction
with any Acquired Company.



<PAGE>


         3.22 TANGIBLE PERSONAL PROPERTY. The Acquired Companies are in
possession of and have good title to, or have valid leasehold interests in or
valid rights under contract to use, all tangible personal property used in the
conduct of the Business, including all tangible personal property reflected on
the Latest Balance Sheet and tangible personal property acquired since October
31, 2000 other than property disposed of since such date in the Ordinary Course
of Business. All such tangible personal property is free and clear of all Liens
and Encumbrances, other than Permitted Encumbrances, and is in good working
order and condition, ordinary wear and tear excepted, and its use complies in
all material respects with all applicable laws.

         3.23 PROXY STATEMENT. None of the information supplied or to be
supplied by Seller for inclusion or incorporation by reference in the Proxy
Statement will on the date it is first mailed to the Company's stockholders
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 therein,
in light of the circumstances under which they are made, not misleading;
PROVIDED, HOWEVER, that no representation is made by Seller with respect to
statements made therein based on information supplied in writing by Purchaser
specifically for inclusion therein. The Proxy Statement will comply as to form
with the applicable requirements of the Exchange Act.

         3.24 DGCL SECTION 203. Assuming the truth and accuracy of the
representations and warranties contained in Section 4 of this Agreement, Section
203 of the DGCL will not have any effect (including, without limitation, a
special required vote of the stockholders of Seller owning more than a majority
of the outstanding shares of Seller's Capital Stock as of the record date for
the Stockholders Meeting) on this Agreement or the transactions contemplated by
this Agreement. No other "fair price," "moratorium," "control share
acquisition," or other similar anti-takeover statute or regulation of the DGCL
or, to the knowledge of Seller, any other jurisdiction is applicable to this
Agreement or the other transactions contemplated by this Agreement.

         3.25 RIGHTS AGREEMENT. Assuming the truth and accuracy of the
representations and warranties contained in Section 4 of this Agreement, solely
as a result of entering into this Agreement or consummating the transactions
contemplated hereby in accordance with the terms of this Agreement (i) Purchaser
shall not be deemed to be an Acquiring Person (as defined in the Rights
Agreement), (ii) the Distribution Date (as defined in the Rights Agreement)
shall not be deemed to occur and (iii) the Rights (as defined in the Rights
Agreement) will not separate from the Common Shares (as defined in the Rights
Agreement).

SECTION 4. REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Purchaser represents and warrants to Seller that:

         4.1 ORGANIZATION AND CORPORATE POWER. Purchaser is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware, and has all necessary corporate power and authority to enter into
the Transaction Documents to which Purchaser is a party and to perform its
obligations hereunder and thereunder.



<PAGE>


         4.2 AUTHORIZATION OF TRANSACTION. The execution, delivery and
performance of this Agreement and the other agreements contemplated hereby to
which Purchaser is a party have been duly and validly authorized by all
requisite corporate or organizational action on the part of Purchaser, and no
other corporate or organizational proceedings on their part are necessary to
authorize the execution, delivery or performance of this Agreement. This
Agreement constitutes, and each of the other agreements contemplated hereby to
which Purchaser is a party shall when executed constitute, a valid and binding
obligation of Purchaser, enforceable in accordance with their terms.

         4.3 NO VIOLATION. Purchaser is not subject to or obligated under its
certificate of incorporation or by-laws (or equivalent governing documents) or
any applicable material law, rule or regulation of any governmental authority,
or any agreement or instrument, or any license, franchise or permit, or any
order, writ, injunction or decree, that would be breached or violated by
Purchaser's execution, delivery or performance of the Transaction Documents to
which Purchaser is a party.

         4.4 GOVERNMENTAL AUTHORITIES AND CONSENTS. Purchaser is not required to
submit any notice, report or other filing (except in connection with the
applicable requirements of the HSR Act) with any governmental authority in
connection with the execution or delivery by Purchaser of the Transaction
Documents to which Purchaser is a party or the consummation of the transactions
contemplated hereby or thereby. No consent, approval or authorization of any
governmental or regulatory authority (except in connection with the applicable
requirements of the HSR Act) or any other party or Person is required to be
obtained by Purchaser in connection with its execution, delivery and performance
of the Transaction Documents to which Purchaser is a party or the transactions
contemplated hereby or thereby.

         4.5 LITIGATION. There are no material actions, suits, proceedings or
orders pending or, to Purchaser's Knowledge, threatened against or affecting
Purchaser at law or in equity, or before or by any federal, state, municipal or
other governmental court, department, commission, board, bureau, agency or
instrumentality, domestic or foreign, that would adversely affect Purchaser's
ability to perform its obligations under the Transaction Documents to which
Purchaser is a party or the consummation of the transactions contemplated hereby
or thereby.

         4.6 BROKERS. Neither Purchaser nor any of Purchaser's Affiliates has
retained any broker or finder in connection with any of the transactions
contemplated by this Agreement, and neither Purchaser nor any of Purchaser's
Affiliates has incurred or agreed to pay, or taken any other action that would
entitle any Person to receive, any brokerage fee, finder's fee or other similar
fee or commission with respect to any of the transactions contemplated by this
Agreement.

         4.7 ACCESS; ACCREDITED INVESTOR STATUS. Purchaser and its agents and
associates have been given access to the assets, books, records, contracts and
employees of the Acquired Companies, and have been given the opportunity to meet
with officers and other representatives of Seller and the Acquired Companies for
the purpose of asking questions concerning, and investigating and obtaining
information regarding the Acquired Companies' business, operations and legal
affairs. Purchaser is an "ACCREDITED INVESTOR" within the meaning of Regulation
D promulgated under the Securities Act.



<PAGE>


         4.8 FUNDS. As of the Closing Date, Purchaser shall have funds
sufficient to pay the Purchase Price and to complete the transactions
contemplated by this Agreement.

         4.9 BENEFICIAL OWNERSHIP OF SELLER COMMON STOCK; ACQUISITION OF 
ACQUIRED STOCK. As of the date hereof, Purchaser and its Subsidiaries 
individually or collectively do not beneficially own (as such term is defined 
and interpreted pursuant to Rule 13d-3 under the Exchange Act) more than 
4.99% of Seller's common stock outstanding as of the date hereof. Purchaser 
is acquiring the Acquired Stock for its own account and for investment, and 
not with a view to, or for sale in connection with, any distribution of any 
of such Acquired Stock, PROVIDED, HOWEVER, that the disposition of the 
Acquired Stock shall at all times remain in Purchaser's control.

         4.10 PROXY STATEMENT. None of the information supplied or to be
supplied in writing by Purchaser specifically for inclusion in the Proxy
Statement will on the date it is first mailed to the Company's stockholders
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 therein,
in light of the circumstances under which they are made, not misleading.

SECTION 5. PRE-CLOSING COVENANTS OF SELLER

         Seller agrees that, between the date of this Agreement and the Closing
Date:

         5.1 AFFIRMATIVE COVENANTS OF SELLER. Seller covenants and agrees that,
from the date of this Agreement and until the Closing or the date, if any, on
which this Agreement is earlier terminated pursuant to Section 9.1 hereof,
unless Purchaser otherwise consents in writing (which consent shall not be
unreasonably withheld or delayed) and except as expressly contemplated by this
Agreement, Seller shall cause each of the Acquired Companies to:

                  (a) conduct the business and operations of the Acquired
Companies only in the Ordinary Course of Business;

                  (b) keep in full force and effect the corporate existence of
the Acquired Companies and all rights, franchises and material Proprietary
Rights relating or pertaining to the Acquired Companies and use its reasonable
best efforts to cause its current insurance (or reinsurance) policies not to be
modified, canceled or terminated or any of the coverage thereunder to lapse;

                  (c) use its reasonable best efforts to carry on the business
of the Acquired Companies in the Ordinary Course of Business and to keep the
business organizations and properties of the Acquired Companies intact in the
Ordinary Course of Business, including business operations, physical facilities,
working conditions and employees and relationships with lessors, licensors,
suppliers and customers and others having business relations with it;

                  (d) maintain the material assets of the Acquired Companies in
such ordinary repair, order and condition (normal wear and tear excepted)
consistent with historical needs, replace in accordance with reasonable business
practices its inoperable, worn out or obsolete assets with assets of good
quality consistent with prudent practices and current needs and, in the event of
a casualty, loss or damage to any of such assets or properties prior to the
Closing Date 



<PAGE>


(whether or not such casualty, loss or damage is covered by insurance), 
either repair or replace such damaged property or use the proceeds of such 
insurance in such other manner as mutually agreed upon by Seller and 
Purchaser;

                  (e) encourage all key employees of the Acquired Companies to
continue their employment with the Acquired Companies or Purchaser or its
Subsidiaries after the Closing;

                  (f) maintain the books, accounts and records of the Acquired
Companies in accordance with past custom and practice as used in the preparation
of the Financial Statements;

                  (g) cooperate with Purchaser and use reasonable best efforts
to cause the conditions to Purchaser's obligations to close to be satisfied
(including, without limitation, the execution and delivery of all agreements
contemplated hereunder to be so executed and delivered and the making and
obtaining of all Required Approvals necessary to consummate the transactions
contemplated hereby (including, without limitation, all approvals under the HSR
Act);

                  (h) maintain the existence of and use reasonable best efforts
to protect all material Proprietary Rights used by the Acquired Companies;

                  (i) maintain the existence of and protect all of the material
governmental permits, licenses, approvals and other authorizations of the
Acquired Companies;

                  (j) comply in all material respects with all applicable laws,
ordinances, and regulations in the operation of the Acquired Companies and
promptly following receipt thereof, give Purchaser copies of any notice received
from any governmental or regulatory authority or other Person alleging violation
thereof; and

                  (k) cooperate with Purchaser in its reasonable investigation
of the business, assets and properties of the Acquired Companies and permit
Purchaser and its employees, agents, accounting, legal and other authorized
representatives, upon reasonable notice and at reasonable hours, to discuss the
affairs, finances and accounts of any of the Acquired Companies with the
officers, partners, key employees and independent accountants of the Acquired
Companies.

         5.2 NEGATIVE COVENANTS OF SELLER. Seller covenants and agrees that,
from the date of this Agreement and until the Closing or the date, if any, on
which this Agreement is earlier terminated pursuant to Section 9.1 hereof ((i)
unless Purchaser otherwise consents in writing (which consent shall not be
unreasonably withheld or delayed), (ii) unless Seller or an Acquired Company
takes such action and causes any related obligations and liabilities to be fully
and unconditionally discharged without any cost or expense to any Acquired
Company associated therewith following the Closing Date, or (iii) except as
expressly contemplated by this Agreement) Seller shall cause each of the
Acquired Companies to not:

                  (a) (i) make any loans, enter into any non-arm's length
transaction with any Insider, (ii) make or grant any increase in any Acquired
Company's employee's, officer's or consultant's compensation outside of the
Ordinary Course of Business, (iii) adopt or amend any employee benefit plan,
incentive arrangement or other benefit covering any of the employees or



<PAGE>

consultants of the Acquired Companies outside of the Ordinary Course of
Business, or (iv) adopt or modify any target performance goals which would have
the effect of increasing compensation specified in clause (ii) or (iii) above;

                  (b) except as specifically contemplated by this Agreement,
enter into, modify, amend or terminate any contract, agreement or transaction,
other than in the Ordinary Course of Business and at arm's length, with any
unaffiliated Person or any Insider or waive, release or assign any material
rights or claims thereunder;

                  (c) cause any properties, assets, rights or interests related
primarily to the Acquired Companies prior to the date hereof to become primarily
used by or primarily related to Seller or any Subsidiary of Seller (excluding
the Acquired Companies);

                  (d) amend the certificates or articles of incorporation or
by-laws (or other comparable corporate charter documents) of any of the Acquired
Companies or take any action with respect to any such amendment or any
reorganization, liquidation or dissolution of any such corporation;

                  (e) authorize, issue, sell or otherwise dispose of any shares
of Capital Stock of, securities convertible into shares of Capital Stock of,
ownership interests in or any option with respect to, any Acquired Company, or
modify or amend any right of any holder of outstanding shares of Capital Stock
of, ownership interest in or option with respect to any Acquired Company;

                  (f) directly or indirectly redeem, purchase or otherwise
acquire any Capital Stock of, ownership interest in or any option with respect
to any Acquired Company;

                  (g) acquire, lease or dispose of any tangible assets or
properties of any Acquired Company or the Business other than such amounts that
in the aggregate do not exceed $50,000;

                  (h) violate, breach or default under in any material respect,
or take or fail to take any action that (with or without notice or lapse of time
or both) would constitute a material violation or breach of, or default under,
any term or provision of any material license held or used by any Acquired
Company or any material contract to which any Acquired Company is a party or by
which any of their respective assets and properties is bound;

                  (i) (i) incur indebtedness of more than $20,000 or (ii)
voluntarily purchase, cancel, prepay or otherwise provide for a complete or
partial discharge in advance of a scheduled payment date with respect to, or
waive any right of an Acquired Company under, any indebtedness of or owing to
any Acquired Company (in either case other than indebtedness of any Acquired
Company owing to any Acquired Company);

                  (j) enter into change of control, severance agreements or
similar arrangements;


<PAGE>

                  (k) split, combine or reclassify any of shares of Capital
Stock of any Acquired Company or issue or authorize the issuance of any other
securities in respect of, in lieu of, or in substitution for such shares of
Capital Stock of any Acquired Company;

                  (l) acquire or agree to acquire by merging or consolidating
with, or by purchasing any equity interest in or a portion of the assets of, or
by any other manner, any business or any Person;

                  (m) make any payments outside of the Ordinary Course of
Business;

                  (n) except as required by GAAP, make any material change in
accounting methods, principles or practices;

                  (o) settle any pending or threatened claim, action or
proceeding brought by any Person (other than full and unconditional settlements
which do not admit liability and only require payments of less than $5,000);

                  (p) enter into any agreement to lease real property; or

                  (q) agree in writing or otherwise take any of the actions
described in Section 5.2.

         5.3 EMPLOYEES IN NORTH CAROLINA. Seller shall terminate on or prior to
the Closing Date, those employees listed on the TERMINATED EMPLOYEES SCHEDULE
(the "TERMINATED EMPLOYEES") in accordance with the terms of any applicable
employment agreement. Seller hereby agrees that all obligations and liabilities
arising out of the termination of such Terminated Employees, including severance
obligations that may be included in employment agreements, shall be the sole
responsibility of (i) Seller or (ii) the Acquired Companies, but only if fully
and unconditionally discharged and paid on or prior to the Closing Date.

         5.4 ACCESS. Subject to the provisions of the Confidentiality Agreement
and Section 6, Seller shall, after receiving reasonable advance notice from
Purchaser, give Purchaser reasonable access (during normal business hours) to
the books, records, properties, facilities and contracts of the Acquired
Companies for the purpose of enabling Purchaser to further investigate and
inspect, at Purchaser's sole expense, the business, properties, facilities,
operations and legal affairs of the Acquired Companies.

         5.5 CONDITIONS. Seller shall use reasonable best efforts to ensure that
the conditions set forth in Section 7 and Section 8.3 are satisfied on a timely
basis.

         5.6 PREPARATION OF PROXY STATEMENT; STOCKHOLDERS MEETING.

                  (a) As soon as practicable following the date of this
Agreement, Seller shall prepare and file with the SEC the Proxy Statement.
Seller shall use all reasonable best efforts to respond to comments of the SEC
concerning the Proxy Statement to enable the SEC to orally confirm that it has
no comments, or no further comments, concerning the Proxy Statement ("PROXY
CLEARANCE") as promptly as practicable after such filing. Subject to Section
5.7(d), Seller will use its reasonable best efforts to cause the Proxy Statement
to be mailed to Seller's


<PAGE>

stockholders as promptly as practicable after oral notification of Proxy 
Clearance. The Proxy Statement shall not be filed, no amendment or supplement 
thereto shall be made by Seller nor shall the Proxy Statement be distributed 
without the prior consent of Purchaser and its counsel, which consent shall 
not be unreasonably withheld or delayed. Seller shall notify Purchaser of the 
receipt of any comments of the SEC and of any requests by the SEC for 
amendments or supplements to the Proxy Statement, or for additional 
information, and shall promptly supply Purchaser with copies of all 
correspondence between Seller (or its representatives) and the SEC (or its 
staff) with respect thereto. Whenever any event occurs which is required to 
be set forth in an amendment or supplement to the Proxy Statement, Seller or 
Purchaser, as the case may be, will promptly inform the other of such 
occurrence and cooperate in the filing with the SEC or its staff, and/or 
mailing to stockholders of Seller, such amendment or supplement.

                  (b) Subject to Section 5.7(d), Seller will, as soon as
reasonably practicable in connection with obtaining Proxy Clearance, establish a
record date for, duly call, give notice of, convene and hold the Stockholders
Meeting and take all related actions pursuant to DGCL and NASDAQ requirements
and Seller's certificate of incorporation and bylaws required for a stockholders
meeting. Subject to Section 5.7(d), the Proxy Statement shall include a
statement to the effect that Seller's Board of Directors recommended that
Seller's stockholders vote in favor of and adopt and approve this Agreement and
the transactions contemplated hereby at the Stockholders Meeting.

         5.7 COVENANTS COVERING COMPETING TRANSACTIONS FOR THE ACQUIRED 
COMPANIES; RELATED MATTERS.

                  (a) From the date hereof until the termination of this
Agreement, Seller (and its Affiliates) will not, and Seller (and its Affiliates)
will use reasonable best efforts to ensure that their respective officers,
directors, employees, investment bankers, attorneys, accountants and other
agents do not, directly or indirectly: (i) initiate, solicit or encourage, or
take any action to facilitate any inquiries or the making of, any offer or
proposal which constitutes or is reasonably likely to lead to any Takeover
Proposal (as defined below), or (ii) engage in negotiations or discussions with,
or provide any non-public information or data concerning the Acquired Companies
or the Business to, any Person (other than Purchaser or any of its Affiliates or
representatives) relating to any Takeover Proposal whether made before or after
the date of this Agreement, PROVIDED, HOWEVER, that Seller may, in response to
an unsolicited bona fide written Takeover Proposal by any Person, disclose such
non-public information to or engage in negotiations with such Person, if, prior
to taking such actions: (i) the proposal did not result from a breach of this
Section 5.7(a), (ii) Seller's Board of Directors determines in good faith after
consultation with legal counsel that such action is consistent with its
fiduciary duties under applicable law, (iii) the Board of Directors of Seller
determines in good faith (after consultation with its financial advisor) that
such Takeover Proposal is reasonably likely to be a Superior Proposal, and, (iv)
Seller receives from such Person an executed confidentiality agreement with
terms no less favorable to Seller than those contained in the Letter Agreement,
dated as of June 26, 2000, between Seller and Purchaser ("CONFIDENTIALITY
AGREEMENT"). Subject to Section 5.7(d), Seller may not withdraw, qualify or
modify, or propose to withdraw, qualify or modify, its position with respect to
this Agreement and the transactions contemplated hereby or approve or recommend,
or propose to approve or recommend any Takeover Proposal, or enter into any
letter of intent, agreement in principal, acquisition agreement or other similar
agreement with


<PAGE>

respect to any Takeover Proposal. Seller agrees that it will immediately 
cease and cause to be terminated any existing activities, discussions or 
negotiations with any parties conducted heretofore with respect to any 
Takeover Proposal Interest (as defined below). Seller agrees that it will 
take the necessary steps to promptly inform the individuals or entities 
referred to in the first sentence hereof of the obligations undertaken in 
this Section 5.7. At any time prior to the earlier of the Closing and the 
termination of this Agreement, Seller shall notify Purchaser as promptly as 
practicable, and in any event not later than the next day, of any inquiries, 
expressions of interest, requests for information, proposals or offers 
received by Seller or any of Seller's representatives relating to a Takeover 
Proposal (a "TAKEOVER PROPOSAL INTEREST") indicating, in connection with such 
notice, the name of the Person indicating such Takeover Proposal Interest and 
the material terms and conditions of any proposals or offers, and thereafter 
shall keep Purchaser informed, on a current basis, of any material changes in 
the status and content of any such proposals or offers

                  (b) As used in this Agreement, "TAKEOVER PROPOSAL" shall mean
(1) any proposal for a merger, consolidation or other business combination
concerning only the Acquired Companies, (2) any proposal or offer to acquire in
any manner, directly or indirectly, any part of the assets or Capital Stock of
any or all of the Acquired Companies, and (3) any proposal or offer with respect
to any recapitalization or restructuring concerning either of the Acquired
Companies or any proposal or offer with respect to any other transaction similar
to any of the foregoing relating to any of the Acquired Companies; PROVIDED,
HOWEVER, that the term "TAKEOVER PROPOSAL" shall not include a proposal to
engage in a merger, consolidation, or business combination transaction or
similar transaction involving Seller or a proposal to divest or sell, or a
proposal constituting any offer (other than an issuer self-tender offer or stock
repurchase) for, any or all of Seller's Capital Stock and which proposal
excludes the direct or indirect acquisition of Acquired Stock or the Acquired
Companies or the Business. For purposes of this Agreement, "SUPERIOR PROPOSAL"
means a Takeover Proposal that involves at least 75% of the fair market value of
the assets or Capital Stock of the Acquired Companies, taken as a whole, which
the Board of Directors of Seller determines in good faith (based on consultation
with its financial advisor, taking into account all of the terms and conditions
of the Takeover Proposal, including any conditions to consummation) to be more
favorable and provide greater value to Seller than the sale and purchase of the
Acquired Stock under this Agreement.

                  (c) Nothing contained in this Agreement shall prevent Seller
or its Board of Directors from taking and disclosing to its stockholders a
position contemplated by Rule 14d-9 or complying with Rule 14e-2(a) promulgated
under the Exchange Act.

                  (d) Neither Seller's Board of Directors nor any committee
thereof shall withdraw, qualify or modify or propose to withdraw, qualify or
modify, in a manner adverse to Purchaser, the approval or recommendation of this
Agreement and the transactions contemplated hereby by Seller's Board of
Directors unless the Board of Directors of Seller determines in good faith,
after consultation with outside counsel, that a failure to withdraw, qualify or
modify such approval or recommendation of this Agreement and the transactions
contemplated hereby (or propose to do such) would be inconsistent with its
fiduciary duties to Seller's stockholders under applicable law. Neither Seller's
Board of Directors nor any committee thereof shall (i) approve or recommend, or
propose to approve or recommend, a Takeover Proposal that is not a Superior


<PAGE>

Proposal or (ii) cause Seller or its Affiliates to enter into any letter of
intent, agreement in principle, acquisition agreement or other similar agreement
with respect to a Takeover Proposal that is not a Superior Proposal unless (A)
in the case of clause (i) and (ii), Seller's Board of Directors determines in
good faith, after consultation with Seller's financial and legal advisors that
such action is consistent with their fiduciary duties under applicable law and
(B) in the case of clause (ii), Seller complies with the termination provisions
of Section 9.

         5.8 INTERCOMPANY ACCOUNTS. Immediately prior to the Closing, Seller
shall cause: (i) all intercompany accounts (including liabilities) that exist
immediately prior to the Closing between any Acquired Company, on the one hand,
and Seller or any of its subsidiaries on the other hand; and (ii) at the request
of Purchaser, any intercompany accounts between the Acquired Companies that
exist immediately prior to the Closing, to be canceled, contributed and/or
liquidated on terms reasonably satisfactory to Purchaser without any
post-Closing payment or obligation on the part of Seller or its Subsidiaries and
without any cost, liability, expense or obligation to the Acquired Companies
following the Closing Date.

SECTION 6. PRE-CLOSING COVENANTS OF PURCHASER

         6.1 COVENANTS OF PURCHASER. Purchaser agrees that, between the date of
this Agreement and the Closing Date, Purchaser shall:

                  (a) cooperate with Seller and use its reasonable best efforts
to cause the conditions to Seller's obligation to close to be satisfied
(including, without limitation, the execution and delivery of all agreements
contemplated hereunder to be so executed and delivered and the making and
obtaining of all third party and governmental filings, authorizations,
approvals, consents, releases and terminations);

                  (b) cooperate with Seller and use reasonable best efforts to
obtain all Required Approvals necessary to consummate the transactions
contemplated hereby (including, without limitation, all approvals under the HSR
Act);

                  (c) shall not interfere in any manner with the business or
operations of the Acquired Companies or with the performance of any of the
Acquired Companies' employees; and

                  (d) furnish all information concerning itself or its
involvement in the transactions contemplated by this Agreement as may be
reasonably requested by Seller in connection with the preparation, filing and
distribution of the Proxy Statement.

         6.2 CONDITIONS. Purchaser shall use reasonable efforts to attempt to
ensure that the conditions set forth in Section 7.3 and Section 8 are satisfied
on a timely basis.


<PAGE>

SECTION 7. CONDITIONS TO OBLIGATION OF PURCHASER TO CLOSE

         The obligation of Purchaser to purchase the Acquired Stock and
otherwise consummate the transactions that are to be consummated at the Closing
is subject to the satisfaction, as of the Closing Date, of the following
conditions (any of which may be waived by Purchaser in whole or in part):

         7.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties set forth in Section 3 hereof shall be true and correct in all
respects (but without regard to any materiality qualifications or references to
Material Adverse Effect contained in any specific representation or warranty) as
of the Closing Date of this Agreement, except (x) for changes permitted by the
terms of this Agreement; (y) that the accuracy of representations and warranties
that by their terms speak as of the date of this Agreement or some earlier date
will be determined as of such specified date; and (z) where any such failure of
the representations and warranties, in the aggregate, to be true and correct in
all respects would not have a Material Adverse Effect.

         7.2 PERFORMANCE. Seller shall have performed and complied with, in all
material respects, all obligations, covenants and agreements required by this
Agreement to be performed by Seller on or before the Closing Date.

         7.3 STOCKHOLDER APPROVAL. The holders of a majority of the shares of
common stock of Seller outstanding on the record date and entitled to vote
thereon at the Stockholders Meeting shall have adopted and approved this
Agreement and the transactions contemplated hereby.

         7.4 REQUIRED APPROVALS. The applicable waiting periods, if any, under
the HSR Act shall have expired or been terminated and any other governmental
filings, authorizations and approvals that are required for the consummation of
the Closing (the "REQUIRED APPROVALS") shall have been obtained, except where
the failure to obtain such Required Approvals are not reasonably likely to have
a Material Adverse Effect;

         7.5 NO INJUNCTION. There shall not be in effect, as of the Closing
Date, any (i) injunction or binding order of any court or other tribunal having
jurisdiction over Seller or Purchaser that prohibits or makes illegal the
purchase of the Acquired Stock by Purchaser and there shall not be pending or
threatened on the Closing Date any action, suit or proceeding by any
governmental or regulatory authority which could reasonably be expected to
result in the issuance of any such order, or (ii) law or regulation that is
enacted or adopted in final form, that prohibits or makes illegal the purchase
of the Acquired Stock by Purchaser.

         7.6 CLOSING DELIVERABLES. On or prior to the Closing Date, Seller shall
have delivered to Purchaser all of the following:

                  (a) a certificate from Seller in a form reasonably
satisfactory to Purchaser, dated the Closing Date, stating that the
preconditions specified in Sections 7.1, 7.2 and 7.3 have been satisfied;


<PAGE>

                  (b) copies of resolutions, certified by the Secretary of
Seller, of Seller's board of directors and stockholders approving this Agreement
and the transactions contemplated by this Agreement;

                  (c) certificates of the Secretary of State of the State of
Delaware and all other states where any of the Acquired Companies are qualified
to do business providing that such Acquired Company is in good standing, except
where any failure to be so qualified to do business, individually or in the
aggregate, would not give rise to a Material Adverse Effect;

                  (d) a copy of the certificate of incorporation or equivalent
governing document for each Acquired Company, certified by the appropriate
authority in the jurisdiction in which such entity was incorporated or
organized;

                  (e) a copy of the bylaws or equivalent governing document for
each Acquired Company, certified by an officer of such Acquired Company;

                  (f) all stock certificates and other instruments evidencing
ownership of each of the Acquired Companies;

                  (g) all minutes books, stock books, ledgers and registers,
corporate seals and other corporate records relating to the organization,
ownership and maintenance of each Acquired Company;

                  (h) a counterpart executed copy of an assignment agreement in
substantially the form attached hereto as EXHIBIT B of Seller's indemnification
rights related to the Acquired Companies under the Asset Purchase Agreement,
dated as of December 19, 1999, by and among StaffMark, Inc., StaffMark
Acquisition Corporation Seventeen, ClinForce, L.L.C. and Irene Eisgrau
Associates, Inc.;

                  (i) resignation letters delivered by members of the Board of
Directors of each Acquired Company, effective as of the Closing;

                  (j) a legal opinion (subject to certain qualifications and
assumptions) of counsel to Seller that such counsel is of the opinion that the
Transaction Documents have been duly authorized by Seller and are enforceable
against Seller in accordance with applicable law; and

                  (k) such other documents or instruments as Purchaser may
reasonably request to effect the transactions contemplated hereby.

         7.7 NEW JERSEY PROPERTIES. For each property owned, leased or operated
by any of the Acquired Companies in New Jersey, Seller shall have secured from
the New Jersey Department of Environmental Protection ("NJDEP") and provided to
Purchaser either (i) a Letter of Non-Applicability under New Jersey's Industrial
Site Recovery Act, N.J.S.A. 12:K-6 et seq. ("ISRA"), or (ii) if it is determined
that the transactions contemplated at Closing do trigger ISRA, for each of those
properties for which ISRA is triggered, a written approval by the NJDEP of a
negative declaration affidavit, which affidavit had been submitted by Seller to
the NJDEP.


<PAGE>

Seller shall provide Purchaser with copies of all submissions to, and any 
correspondence received from, NJDEP regarding ISRA.

         Any condition specified in this Section 7 may be waived by Purchaser in
its sole discretion; PROVIDED that no such waiver shall be effective against
Purchaser unless it is set forth in a writing executed by Purchaser.

SECTION 8. CONDITIONS TO OBLIGATION OF SELLER TO CLOSE

         The obligation of Seller to sell the Acquired Stock to Purchaser and
otherwise consummate the transactions that are to be consummated at the Closing
is subject to the satisfaction, as of the Closing Date, of the following
conditions (any of which may be waived by Seller in whole or in part):

         8.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Purchaser set forth in Section 4 shall be accurate in all material
respects as of the Closing Date.

         8.2 PERFORMANCE. Purchaser shall have performed and complied with, in
all material respects, all obligations, covenants and agreements required by
this Agreement to be performed by Purchaser on or before the Closing Date.

         8.3 STOCKHOLDER APPROVAL. The holders of a majority of the shares of
common stock of Seller outstanding on the record date and entitled to vote
thereon at the Stockholders Meeting shall have adopted and approved this
Agreement and the transactions contemplated hereby.

         8.4 REQUIRED APPROVALS. The Required Approvals shall have been
obtained, except where the failure to obtain such Required Approvals are not
reasonably likely to have a Material Adverse Effect;

         8.5 NO INJUNCTION. There shall not be in effect, at the Closing Date,
any (i) injunction or binding order of any court or other tribunal having
jurisdiction over Seller or Purchaser that prohibits or makes illegal the sale
of the Acquired Stock by Seller and there shall not be pending or threatened on
the Closing Date any action, suit or proceeding by any governmental or
regulatory authority which could reasonably be expected to result in the
issuance of any such order, or (ii) or law or regulation that is enacted or
adopted in final form, that prohibits or makes illegal the sale of the Acquired
Stock by Seller.

         8.6 CLOSING DELIVERABLES. On or prior to the Closing Date, Purchaser
shall have delivered to Seller all of the following:

                  (a) a certificate from Purchaser in a form reasonably
satisfactory to Seller, dated the Closing Date, stating that the preconditions
specified in Sections 8.1 and 8.2 have been satisfied;

                  (b) copies of resolutions, certified by the Secretary of
Purchaser, of the stockholders of Purchaser and of Purchaser's board of
directors approving this Agreement and the transactions contemplated by this
Agreement;


<PAGE>

                  (c) certificates of the Secretary of State of the State of
Delaware and all other states where Purchaser is qualified to do business
providing that Purchaser is in good standing, except where any failure to be so
qualified to do business, individually or in the aggregate, would not give rise
to a Material Adverse Effect;

                  (d) a copy of the certificate of incorporation and bylaws or
equivalent governing documents of Purchaser certified by the appropriate
authority in the jurisdiction in which such entity was incorporated or
organized;

                  (e) a legal opinion (subject to certain qualifications and
assumptions) of counsel to Purchaser that such counsel is of the opinion that
the Transaction Documents have been duly authorized by Purchaser and are
enforceable against Purchaser in accordance with applicable law;

                  (f) a counterpart executed copy of an assumption agreement in
substantially the form attached hereto as EXHIBIT C whereby Purchaser and the
Acquired Companies assume certain specified obligations of Seller related to the
Acquired Companies; and

                  (g) such other documents or instruments as Seller may
reasonably request to effect the transactions contemplated hereby.

         Any condition specified in this Section 8 may be waived by Seller in
its sole discretion; PROVIDED that no such waiver shall be effective unless it
is set forth in a writing executed by Seller.

SECTION 9. TERMINATION OF AGREEMENT

         9.1 RIGHT TO TERMINATE AGREEMENT. This Agreement may be terminated at
any time prior to the Closing:

                  (a) by the mutual written agreement of Seller and Purchaser;

                  (b) by Seller or Purchaser, if the Closing has not occurred on
or prior to June 30, 2001; PROVIDED, HOWEVER, that neither Purchaser nor Seller
shall be entitled to terminate this Agreement pursuant to this Section 9.1(b) if
such party's failure to fulfill any of its obligations in any material respect
under this Agreement has prevented the consummation of the transactions
contemplated hereby at or prior to such time;

                  (c) by Seller or Purchaser, if there shall be in effect any
(i) final, non-appealable injunction or binding order of any court or other
tribunal having jurisdiction over Seller or Purchaser that prohibits or makes
illegal the purchase of the Acquired Stock by Purchaser or (ii) law or
regulation that is enacted or adopted in final form, that prohibits or makes
illegal the purchase of the Acquired Stock by Purchaser.

                  (d) by Seller (subject to Seller's compliance in certain
circumstances with Section 9.2(b)) or Purchaser, if this Agreement and the
transactions contemplated hereby shall not have been approved at the
Stockholders' Meeting in accordance with the Stockholder Vote Condition;


<PAGE>

                  (e) by Purchaser, upon breach of any material representation,
warranty or covenant on the part of Seller set forth in this Agreement, or if
any representation or warranty of Seller shall have become untrue, in either
case such that the conditions set forth in Section 7.1 or 7.2 would not be
satisfied (a "TERMINATING SELLER BREACH"); PROVIDED, HOWEVER, that, if such
Terminating Seller Breach is curable by Seller through exercise of all
reasonable efforts and for so long as Seller continues to exercise such
reasonable efforts, Purchaser may not terminate this Agreement under this
Section 9.1(e); and PROVIDED FURTHER that the preceding proviso shall not in any
event be deemed to extend any date set forth in clause (b) of this Section 9.1;

                  (f) by Seller, upon breach of any material representation,
warranty or covenant on the part of Purchaser set forth in this Agreement, or if
any representation or warranty of Purchaser shall have become untrue, in either
case such that the conditions set forth in Section 8.1 or 8.2 would not be
satisfied (a "TERMINATING PURCHASER BREACH"); PROVIDED, HOWEVER, that, if such
Terminating Purchaser Breach is curable by Purchaser through exercise of all
reasonable efforts and for so long as Purchaser continues to exercise such
reasonable efforts, Seller may not terminate this Agreement under this Section
9.1(f); and PROVIDED FURTHER that the preceding proviso shall not in any event
be deemed to extend any date set forth in clause (b) of this Section 9.1;

                  (g) by Purchaser under circumstances where (i) Seller's Board
of Directors or any committee thereof withdraws, qualifies, or modifies, or
proposes to withdraw, qualify or modify, in a manner adverse to Purchaser, the
approval or recommendation of this Agreement and the transactions contemplated
hereby by Seller's Board of Directors, (ii) Seller shall have failed to include
in the Proxy Statement the recommendation of Seller's Board of Directors in
favor of the adoption and approval of this Agreement and the transactions
contemplated hereby, or (iii) Seller's Board of Directors or any committee
thereof shall have approved or recommended, or proposed to approve or recommend,
a Takeover Proposal; or

                  (h) by Seller (subject to having complied with Section 5.7(d)
and its compliance with Section 9.2(b)) or Purchaser, if Seller or its
Affiliates shall have entered into a letter of intent, agreement in principle,
acquisition agreement or other similar agreement with respect to a Takeover
Proposal (a "DEFINITIVE COMPETING AGREEMENT").

         Such right of termination shall be exercised by written notice of
termination given by the terminating party to the other party hereto in the
manner hereinafter provided.

         9.2 EFFECT OF TERMINATION. (a) Subject to Sections 9.2(b) and 9.2(c)
below, upon the termination of this Agreement pursuant to Section 9.1, each
party's right of termination under Section 9.1 is in addition to any other
rights it may have under this Agreement or otherwise, and the exercise of a
right of termination will not be an election of remedies. If this Agreement is
terminated pursuant to Section 9.1, all further obligations of the parties under
this Agreement will terminate, except that the obligations in Sections 9.2(b),
9.2(c), 9.2(d) and Sections 12.5 and 12.12 will survive; PROVIDED, HOWEVER, that
if this Agreement is terminated by a party because of the breach of the
Agreement by the other party or because one or more of the conditions to the
terminating party's obligations under this Agreement is not satisfied as a
result of the other party's failure to comply with its obligations under this
Agreement, the terminating party's right to pursue all legal remedies will
survive such termination unimpaired.


<PAGE>


                  (b) If or Purchaser shall have terminated this Agreement:

                           (i) pursuant to clause (d) of Section 9.1, Seller 
shall, within one business day after the Stockholders Meeting, pay to Purchaser
a termination fee of $500,000, payable in same day funds, if on or before the
date of the Stockholders Meeting a Takeover Proposal shall have been disclosed,
announced, commenced, submitted or made and either (A) such Takeover Proposal
shall not have been affirmatively rejected by the Board of Directors of Seller
or (B) Seller's Board of Directors shall have failed to recommend to Seller's
stockholders the approval of this Agreement and the transactions contemplated
hereby or withdrew, adversely modified or qualified any such recommendation
previously given;

                           (ii) pursuant to clause (g) of Section 9.1, Seller 
shall, within one business day following termination after such action or
inaction specified therein, as the case may be, pay to Purchaser a termination
fee of $500,000, in same day funds; or

                           (iii) pursuant to clause (h) of Section 9.1, then 
Seller shall, on the day of execution of a Definitive Competing Agreement or, if
such day is not a business day, the following business day, pay to Purchaser a
termination fee of $1,240,000 payable in same day funds.

                  (c) Any payment made pursuant to clause (i), (ii) or (iii) of
Section 9.2(b) shall obviate any obligation to make a payment under any other
clause of Section 9.2(b). If, following the occurrence of any event described in
Section 9.2(b)(i) or Section 9.2(b)(ii), Seller or its Affiliates shall execute
a Definitive Competing Agreement concerning a Takeover Proposal on or before the
one-year anniversary of the date of termination of this Agreement pursuant to
Section 9.1(d) or Section 9.1(g), as the case may be, Seller shall within one
business day of such execution date pay to Purchaser a fee of $740,000 payable
in same day funds, in addition to the $500,000 fee previously paid under Section
9.2(b)(i) or 9.2(b)(ii), as the case may be. It is expressly agreed that the
remedies of Purchaser set forth in Section 9.2(b) and this Section 9.2(c) shall
be its exclusive remedies for any termination of this Agreement pursuant to
Sections 9.1(d), (g) or (h) hereof (and there shall be no other remedy for any
other basis for termination hereunder) and, after any payment called for by this
Section 9.2, following such termination and payment, all other obligations of
Seller under this Agreement shall terminate.

                  (d) Notwithstanding the occurrence of any termination pursuant
to Section 9.1 hereof, no such termination shall have any effect upon the
Confidentiality Agreement, which shall remain in full force and effect following
any such termination.

SECTION 10.   INDEMNIFICATION RELATED MATTERS; TAXES

         10.1 EXPIRATION OF REPRESENTATIONS, WARRANTIES AND COVENANTS. Except as
set forth in the proviso hereto and except for Sections 5.3, 10.2, 10.3 and 11
hereof and the terms of the Confidentiality Agreement, the terms of which shall
survive the Closing in accordance with the terms hereof and thereof, all of the
representations, warranties and covenants of Seller and Purchaser set forth in
this Agreement shall terminate and expire, and shall cease to be of any force or
effect, on the Closing Date, and all liability of Seller and Purchaser with
respect to such representations, warranties and covenants shall thereupon be
extinguished; PROVIDED, HOWEVER, 






<PAGE>

that for the limited purposes of asserting an indemnification claim pursuant 
to Section 10.2, the provisions of introductory clause of Section 3 and (i) 
the representations and warranties in Sections 3.5, 3.18 and 3.19 hereof 
shall survive the Closing and shall expire on the eighteen (18) month 
anniversary of the Closing Date, (ii) the representations and warranties in 
Section 3.16 hereof shall survive the Closing and shall expire on the second 
anniversary of the Closing Date, and (iii) the representations and warranties 
in Sections 3.2 and 3.3 hereof shall survive the Closing and shall remain in 
full force and effect for an unlimited time.

         10.2 INDEMNIFICATION BY SELLER.

                  (a) Except for any claims for Damages under this Section 10.2
that properly constitute claims for Taxes under Section 10.3 (which claims shall
be governed exclusively by Section 10.3 hereof and not by this Section 10.2),
and subject to the provisions and limitations set forth in this Section 10.2,
Seller shall indemnify Purchaser and the Acquired Companies and their respective
directors and officers (each, an "INDEMNIFIED PARTY") against any Damages that
an Indemnified Party incurs as a result of any misrepresentation or breach of
any representation or warranty of Seller set forth in Sections 3.2, 3.3, 3.5,
3.16, 3.18 or 3.19 of this Agreement.

                  (b) Without limiting the effect of any of the other
limitations set forth herein, Seller shall not be required to make any
indemnification payment under Section 10.2 hereof with respect to any breach of
any of such representations and warranties referenced in this Section 10.2,
except to the extent that the cumulative amount of the Damages actually incurred
by the Indemnified Parties as a result of all such breaches of such
representations and warranties actually exceeds the Deductible Amount (defined
below); and Seller shall only be required to pay, and shall only be liable for,
the amount by which the cumulative amount of the Damages actually incurred by
the Indemnified Parties exceeds the Deductible Amount. The "DEDUCTIBLE AMOUNT"
shall be $250,000 and there shall be excluded from the Deductible Amount any and
all Damages with respect to Taxes, which shall be governed exclusively by
Section 10.3 hereof.

                  (c) The total amount of the payments that Seller can be
required to make under or in connection with Section 10.2 of this Agreement
(including all indemnification payments required to be made to the Indemnified
Parties and all amounts payable to any counsel retained by Seller in accordance
with this Section 10.2) shall be limited in the aggregate to a maximum amount
equal to the Purchase Price, and Seller's cumulative liability shall in no event
exceed such amount.

                  (d) For purposes of this Section 10.2 only, Seller shall not
be deemed to have breached any representation or warranty if the Indemnified
Party had, on or prior to the Closing Date, any Knowledge of the breach of such
representation or warranty.

                  (e) Purchaser acknowledges that, except as expressly provided
in Section 3, Seller has not made or is not making any representations or
warranties whatsoever, implied or otherwise.

                  (f) All claims for indemnification by any Indemnified Party 
under Section 10.2 will be asserted and resolved as follows:


<PAGE>


                           (i) In the  event any claim or demand in respect of 
which an Indemnified Party might seek indemnity under Section 10.2(a) is
asserted against or sought to be collected from such Indemnified Party by a
Person other than Seller (a "THIRD PARTY CLAIM"), the Indemnified Party shall
deliver a Claim Notice with reasonable promptness to Seller. If the Indemnified
Party fails to provide the Claim Notice with reasonable promptness after the
Indemnified Party receives notice of such Third Party Claim, Seller will not be
obligated to indemnify the Indemnified Party with respect to such Third Party
Claim to the extent that Seller's ability to defend has been materially
prejudiced by such failure of the Indemnified Party. Seller will notify the
Indemnified Party as soon as practicable within the Dispute Period whether
Seller disputes its liability to the Indemnified Party under Section 10.2, and
whether Seller desires, at its sole cost and expense, to defend the Indemnified
Party against such Third Party Claim.

                                    (A) If Seller notifies the Indemnified Party
within the Dispute Period that Seller desires to defend the Indemnified Party
with respect to the Third Party Claim pursuant to this Section 10.2(f), then
Seller will have the right to defend, with counsel reasonably satisfactory to
the Indemnified Party, at the sole cost and expense of Seller, such Third Party
Claim by all appropriate proceedings, which proceedings will be vigorously and
diligently prosecuted by Seller to a final conclusion or will be settled at the
discretion of Seller (but only with the consent of the Indemnified Party in the
case of any settlement that provides for any relief other than the payment of
monetary damages or that provides for the payment of monetary damages as to
which the Indemnified Party will not be indemnified in full (minus the
Deductible Amount) pursuant to Section 10.2). Seller will have full control of
such defense and proceedings; PROVIDED, HOWEVER, that the Indemnified Party may,
at the sole cost and expense of the Indemnified Party, at any time prior to
Seller's delivery of the notice referred to in the first sentence of this clause
(A), file any motion, answer or other pleadings or take any other action that
the Indemnified Party reasonably believes to be necessary or appropriate to
protect its interests; and PROVIDED FURTHER, that if requested by Seller, the
Indemnified Party will, at the sole cost and expense of Seller, provide
reasonable cooperation to Seller in contesting any Third Party Claim that Seller
elects to contest. The Indemnified Party may participate in, but not control,
any defense or settlement of any Third Party Claim controlled by Seller pursuant
to this clause (A), and except as provided in the preceding sentence, the
Indemnified Party will bear its own costs and expenses with respect to such
participation. Notwithstanding the foregoing, the Indemnified Party may take
over the control of the defense or settlement of a Third Party Claim at any time
if it irrevocably waives its right to indemnity under Section 10.2, with respect
to such Third Party Claim.

                                    (B) If Seller fails to notify the 
Indemnified Party within the Dispute Period that Seller desires to defend the
Third Party Claim pursuant to Section 10.2 or if Seller gives such notice but
fails to prosecute vigorously and diligently or settle the Third Party Claim, or
if Seller fails to give any notice whatsoever within the Dispute Period in
respect of the foregoing, then the Indemnified Party will have the right to
defend, at the sole cost and expense of Seller, the Third Party Claim by all
commercially reasonable proceedings, which proceedings will be prosecuted by the
Indemnified Party in a reasonable manner and in good faith or will be settled at
the discretion of the Indemnified Party (with the consent of Seller, which
consent will not be unreasonably withheld). The Indemnified Party will have full
control of such defense and proceedings, including any compromise or settlement
thereof; PROVIDED, HOWEVER, that if 



<PAGE>


requested by the Indemnified Party, Seller will, at its sole cost and 
expense, provide reasonable cooperation to the Indemnified Party and its 
counsel in contesting any Third Party Claim which the Indemnified Party is 
contesting. Notwithstanding the foregoing provisions of this clause (B), if 
Seller has notified the Indemnified Party within the Dispute Period that 
Seller disputes its liability hereunder to the Indemnified Party with respect 
to such Third Party Claim and if such dispute is resolved in favor of Seller 
in the manner provided in clause (C) below, Seller will not be required to 
bear the costs and expenses of the Indemnified Party's defense pursuant to 
this clause (B) or of Seller's participation therein at the Indemnified 
Party's request, and the Indemnified Party will reimburse Seller in full for 
all reasonable costs and expenses incurred by it in connection with such 
litigation. Seller may participate in, but not control, any defense or 
settlement controlled by the Indemnified Party pursuant to this clause (B), 
and Seller will bear its own costs and expenses with respect to such 
participation.

                                    (C) If Seller notifies the Indemnified Party
that it does not dispute its liability to the Indemnified Party with respect to
the Third Party Claim under Section 10.2, or fails to notify the Indemnified
Party within the Dispute Period whether Seller disputes its liability to the
Indemnified Party with respect to such Third Party Claim, the Damages in the
amount specified in the Claim Notice will be conclusively deemed a liability of
Seller under Section 10.2, and Seller shall pay the amount of such Damages to
the Indemnified Party on demand. If Seller has timely disputed its liability
with respect to such claim, Seller and the Indemnified Party will proceed in
good faith to negotiate a resolution of such dispute, and if not resolved
through negotiations within the Resolution Period, such dispute shall be
resolved in accordance with paragraph (iii) of this Section 10.2(f).

                           (ii) In the event any Indemnified Party should have a
claim under Section 10.2 against Seller that does not involve a Third Party
Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable
promptness to Seller. The failure by any Indemnified Party to give the Indemnity
Notice shall not impair such party's rights hereunder except to the extent that
Seller demonstrates that it has been materially prejudiced thereby. If Seller
notifies the Indemnified Party that it does not dispute the claim described in
such Indemnity Notice or fails to notify the Indemnified Party within the
Dispute Period that Seller disputes the claim described in such Indemnity
Notice, the Damages in the amount specified in the Indemnity Notice will be
conclusively deemed a liability of Seller under Section 10.2, and Seller shall
pay the amount of such Damages to the Indemnified Party on demand. If Seller has
timely disputed its liability with respect to such claim, Seller and the
Indemnified Party will proceed in good faith to negotiate a resolution of such
dispute, and if not resolved through negotiations within the Resolution Period,
such dispute shall be resolved in accordance with paragraph (iii) of this
Section 10.2.

                           (iii) Any dispute pursuant to this Section 10.2 
between the parties hereto and any Indemnified Party that is not a party hereto
shall be finally and conclusively determined by the decision of a board of
mediators consisting of three (3) members (hereinafter sometimes called the
"BOARD OF MEDIATORS") selected as hereinafter provided. Each of the Indemnified
Party and Seller shall select one (1) member and the third member shall be
selected by mutual agreement of the other members, or if the other members fail
to reach agreement on a third member within ten (10) days after their selection,
such third member shall thereafter be selected by the American Arbitration
Association upon application made to it for such purpose 



<PAGE>


by the Indemnified Party. Each of the Indemnified Party and Seller shall 
submit to the Board of Mediators the amount, if any, such party reasonably 
believes Seller is required to pay the Indemnified Party in respect of a 
claim filed by the Indemnified Party together with any supporting 
documentation necessary or appropriate to calculate such amount. The Board of 
Mediators shall meet in Boston, Massachusetts or such other place as a 
majority of the members of the Board of Mediators determines more 
appropriate, and shall reach and render a decision in writing (concurred by a 
majority of the members of the Board of Mediators) stating solely whether 
they agree with the amount submitted by Seller or the amount submitted by the 
Indemnified Party. The Board of Mediators' decision shall be limited to 
choosing between the two amounts presented and they shall not be permitted to 
disagree with both amounts submitted nor shall they be permitted to deviate 
from such amounts or propose an alternative resolution to the dispute. In 
connection with rendering its decisions, the Board of Mediators shall adopt 
and follow such rules and procedures as a majority of the members of the 
Board of Mediators deems necessary or appropriate. The decision of the Board 
of Mediators shall be rendered no more than thirty (30) calendar days 
following commencement of proceedings with respect thereto. The Board of 
Mediators shall cause its written decision to be delivered to the Indemnified 
Party and Seller. The decision of the Board of Mediators shall be final, 
binding and conclusive on the Indemnified Party and Seller and entitled to be 
enforced to the fullest extent permitted by law and entered in any court of 
competent jurisdiction. Each party to any mediation shall bear its own 
expense in relation thereto, including but not limited to such party's 
attorneys' fees, if any, and the expenses and fees of the member of the Board 
of Mediation appointed by such party, PROVIDED, HOWEVER, that the expenses 
and fees of the third member of the Board of Mediation and any other expenses 
of the Board of Mediation not capable of being attributed to any one member 
shall be borne in equal parts by Seller and the Indemnified Party.

                  (g) The right of the Indemnified Parties to assert
indemnification claims and receive indemnification payments pursuant to this
Section 10.2 shall be the sole and exclusive right and remedy exercisable with
respect to the breach of any representation or warranty specifically referenced
in (and not excluded from) this Section 10.2. The Indemnified Parties
acknowledge that the remedies for a breach of a representation or warranty of
Seller under this Agreement shall be exclusively limited to the remedies under
the provisions of Section 10.2 of this Agreement.

         10.3 TAX MATTERS

                  (a) From and after the Closing Date until 90 days after the
expiration date of the applicable statute of limitations, Seller agrees to
indemnify, without any gross-up for Taxes except as provided below, Purchaser
and each Acquired Company against all Taxes: (i) relating to any Acquired
Company (including Taxes arising out of the matters described in the LITIGATION
SCHEDULE) for (A) any taxable period that ends on or before the Closing Date or
(B) the portion ending on the Closing Date of any taxable period ending after
the Closing Date; (ii) imposed on any Acquired Company under Treasury
Regulations section 1.1502-6 or any similar state, local or foreign provision;
PROVIDED, HOWEVER, that no indemnity shall be provided under this Agreement for
any Taxes resulting from any transaction of any Acquired Company occurring after
the Closing other than the deemed sales and liquidations resulting from the
Section 338(h)(10) Elections as to which, subject to Section 10.3(j)(i),
indemnity shall be provided; or (iii) relating to the failure of Seller to be
the common parent of an affiliated group (as defined in 



<PAGE>


Code section 338(h)(5)) of which the Acquired Companies, on and before the 
Closing Date, are members or the failure of such affiliated group to file 
consolidated federal income tax returns for all periods of the Acquired 
Companies ending on or before the Closing Date. Any indemnity payment made 
hereunder by Seller to Purchaser shall, in accordance with Section 
10.3(n)(i), be treated as an adjustment to the Purchase Price for Tax 
purposes; PROVIDED, HOWEVER, that to the extent all or any portion of any 
indemnification payment made pursuant to this Section 10.3 is finally 
determined by an applicable Tax authority to be treated other than as an 
adjustment to the Purchase Price and the payment of such claim is considered 
taxable income to Purchaser, then Seller shall also indemnify Purchaser for 
the amount of Taxes to be paid on such claim.

                  (b) From and after the Closing Date until the expiration date
of the applicable statute of limitations, Purchaser and the Acquired Companies
shall indemnify, without any gross-up for Taxes except as provided below, Seller
and its Affiliates against all Taxes resulting from any transaction of any such
Acquired Company occurring after the Closing. Any indemnity payment made
hereunder by Purchaser to Seller shall, in accordance with Section 10.3(n)(i),
be treated as an adjustment to the Purchase Price for Tax purposes; PROVIDED,
HOWEVER, that to the extent all or any portion of any indemnification payment
made pursuant to this Section 10.3 is finally determined by an applicable Tax
authority to be treated other than as an adjustment to the Purchase Price and
the payment of such claim is considered taxable income to Seller, then Purchaser
shall also indemnify Seller for the amount of Taxes to be paid on such claim.

                  (c) Payment by the Tax indemnitor of any amount due under this
Section 10.3 shall be made within ten days following written notice by the Tax
indemnitee that payment of such amounts to the appropriate Tax authority is due;
PROVIDED, that, the Tax indemnitor shall not be required to make any payment
earlier than five days before it is due to the appropriate Tax authority. The
provisions of the immediately preceding sentence shall apply with respect to a
payment of Tax that is due despite the fact that the Tax is being contested;
PROVIDED, HOWEVER, that the Tax indemnitor may post a bond or take any other
action (that does not have any cost to, or adverse effect on, the Tax
indemnitee) that prevents the payment of the Tax from becoming due.

                  (d) For purposes of this Agreement, in the case of any Tax
that is imposed on a periodic basis and is payable for a period that begins
before the Closing Date and ends after the Closing Date, the portion of such
Taxes payable for the portion of the period ending on the Closing Date shall be
(i) in the case of any Tax other than a Tax based upon or measured by income,
the amount of such Tax for the entire period multiplied by a fraction, the
numerator of which is the number of days in the period ending on the Closing
Date and the denominator of which is the number of days in the entire period and
(ii) in the case of any Tax based upon or measured by income, the amount which
would be payable if the taxable year ended on the Closing Date. Any credit that
cannot be prorated pursuant to clause (ii) of the immediately preceding sentence
shall be prorated based upon the fraction employed in clause (i) thereof.

                  (e) Purchaser shall promptly pay to Seller any refund or
credit (including any interest paid or credited with respect thereto) received
by Purchaser or any Acquired Company of Taxes: (i) relating to taxable periods
or portions thereof ending on or before the Closing Date; or (ii) attributable
to an amount paid by Seller under Section 10.3(a) hereof, reduced in each case
by the amount of any liability for Taxes incurred by Purchaser or the Acquired
Companies as the 



<PAGE>


result of the receipt of the refund or credit. Purchaser shall, if Seller so 
requests and at Seller's expense, cause the relevant entity to file for and 
obtain any refund to which Seller is entitled under this Section 10.3(e). 
Purchaser shall permit Seller to control (at Seller's expense) the 
prosecution of any such refund claim, and shall cause the relevant entity to 
authorize by appropriate power of attorney such persons as Seller shall 
designate (subject to Purchaser's approval, which shall not be unreasonably 
withheld) to represent such entity with respect to such refund claim.

                  (f) Purchaser and each Acquired Company shall elect, whenever
permitted, to relinquish the entire carryback period with respect to any net
operating loss, capital loss or Tax credit attributable to Purchaser or such
Acquired Company in any taxable period beginning after the Closing Date that
could be carried back to a taxable year of an Acquired Company ending on or
before the Closing Date; whenever such an election is not permitted, Purchaser
or any such Acquired Company may carry back such net operating loss, capital
loss or Tax credit, as the case may be, to such prior taxable year and Seller
shall pay to Purchaser, any Acquired Company, or any of their Affiliates any
refund or credit of Taxes that results from such carryback.

                  (g) After the Closing Date, Purchaser shall promptly notify
Seller in writing of the commencement of any Tax audit or administrative or
judicial proceeding or of any written demand or claim on Purchaser or any
Acquired Company which, if determined adversely to the taxpayer would be grounds
for indemnification under Section 10.3(a) or (b). Such notice shall include
copies of any notice or other document received from any taxing authority in
respect of any such asserted Tax liability. If Purchaser fails to give Seller
prompt notice of an asserted Tax liability as required by this Section 10.3(g),
then, if Seller is precluded by the failure to give prompt notice from
contesting the asserted Tax liability in either the applicable administrative or
the judicial forum, then Seller shall not have any obligation to indemnify for
any loss arising out of such asserted Tax liability.

                  (h) Seller may elect to direct, through Tax counsel of its own
choosing (subject to Purchaser's approval, which shall not be unreasonably
withheld) and at its own expense, the portion of any audit, claim for refund and
administrative or judicial proceeding involving any asserted liability with
respect to which indemnity may be sought under Section 10.3(a) (that portion of
any such audit, claim for refund or proceeding relating to an asserted Tax
liability is referred to herein as a "CONTEST"). If Seller elects to direct a
Contest, it shall within 30 calendar days of receipt of the notice of asserted
Tax liability, notify Purchaser in writing of its intent to do so and may not
thereafter contest its obligation to indemnify Purchaser with respect to the
subject matter of such Contest (but only with respect to such Taxes that are
determined by the applicable Tax authority in such Contest to be Taxes that
relate to any date, period, or portion of a period ending before the Closing
Date), and Purchaser shall (i) cooperate and shall cause each Acquired Company
or its respective successor or successors to cooperate, at Seller's expense, in
each phase of such Contest and (ii) promptly empower and shall cause the
Acquired Companies or their respective successors promptly to empower (by power
of attorney and such other documentation as may be reasonably necessary and
appropriate) such representatives of Seller as it may designate (subject to
Purchaser's approval, which shall not be unreasonably withheld) to represent
Purchaser or the Acquired Companies or their respective successors in the
Contest insofar as the Contest involves an asserted Tax liability for which
Seller would be liable under Section 10.3(a). If Seller elects not to direct the
Contest, fails to notify Purchaser of its 



<PAGE>


election as herein provided or contests its obligation to indemnify under 
Section 10.3(a), Purchaser or any Acquired Company may pay, compromise or 
contest such asserted Tax liability. In any event, Seller may participate, at 
Seller's expense, in the Contest.

                  (i) Seller shall prepare and file any Tax Returns and
schedules relating to the Acquired Companies for the period ending on or before
the Closing Date. Such Tax Returns and schedules shall be prepared on a basis
consistent with those prepared for prior Tax years unless a different treatment
of any item is required by an intervening change in law. Purchaser shall prepare
or cause each Acquired Company to prepare any Tax Return relating to such
Acquired Company for any period ending after the Closing Date.

                  (j) The parties agree as follows with respect to Section
338(h)(10) of the Code:

                           (i) Seller and, if applicable, its subsidiaries other
than the Acquired Companies (the "NON-ACQUIRED SUBSIDIARIES") shall join with
Purchaser in making a timely election under Section 338(h)(10) of the Code (and
any corresponding election permitted under state or local tax law) with respect
to the transactions contemplated hereby (the "SECTION 338(h)(10) ELECTIONS");
PROVIDED, HOWEVER, that Purchaser shall indemnify Seller for the Taxes that are
imposed by any state taxing jurisdiction with respect to any Acquired Company as
a result of any such Section 338(h)(10) Election to the extent that those Taxes
exceed the amount of Taxes that would be imposed by that state taxing
jurisdiction on a sale of the assets of the applicable Acquired Company and the
Tax-free liquidation of that Acquired Company. At the closing, Seller shall
deliver to Purchaser Internal Revenue Service Form 8023 and any other state or
local forms required for the Section 338(h)(10) Elections (collectively, the
"SECTION 338 FORMS"), each of the Section 338 Forms having been signed by Seller
and any Non-acquired Subsidiaries requested by Purchaser. Each of the Section
338 Forms shall to the extent possible be completed at or prior to the Closing.
To the extent that any item on a form has not been so completed, Purchaser's
accountants shall complete the form in accordance with the purchase price
allocation provided for in paragraph (ii) below. Seller shall at any time and
from time to time after the Closing cooperate with Purchaser in connection with
the Section 338 Elections, including the signing by Seller and the Non-acquired
Subsidiaries of any forms that Purchaser may reasonably request in order to
accomplish the Section 338 Elections. Purchaser and the Non-acquired
Subsidiaries shall include any income, gain, loss, deduction, or other tax item
resulting from the Section 338(h)(10) Elections on their Tax Returns to the
extent required by applicable federal, state or local law. Purchaser shall be
responsible for the preparation and filing of the Section 338 Forms. At least 30
days prior to the filing of the Section 338 Forms by Purchaser, Purchaser shall
furnish such forms to Seller for Seller's review and approval, which approval
shall not be unreasonably withheld.

                           (ii) The Purchase Price and the liabilities of the 
Acquired Companies (plus other relevant items) (the "ALLOCABLE AMOUNT") shall be
allocated to the categories of assets of the Acquired Companies for all purposes
(including Tax and financial accounting) as shown on the "ALLOCATION SCHEDULE"
attached hereto (which reflect the assets and liabilities of the Acquired
Companies as of October 31, 2000), as adjusted to reflect: (i) changes in the
amount of the Acquired Companies' liabilities from October 31, 2000 



<PAGE>


through the Closing Date and (ii) changes in the amounts of the Acquired 
Companies' assets from October 31, 2000 through the Closing Date; PROVIDED, 
HOWEVER, that the Allocable Amount shall be allocated among classes or 
categories of assets as provided by the Code and the related Treasury 
regulations, PROVIDED, FURTHER, that Purchaser shall provide the final 
allocation to Seller and consult with Seller prior to filing. The relative 
fair market values of the assets within each category and the amount 
allocated to the particular assets within each category shall be determined 
by Purchaser in a manner consistent with any requirements of the Code. 
Seller, Seller's subsidiaries, Purchaser and the Acquired Companies shall 
file all Tax Returns (including amended returns and claims for refund) and 
information reports in a manner consistent with such allocation.

                  (k) All tax sharing agreements or similar agreements with
respect to or involving the Acquired Companies shall be terminated as of the
Closing Date and, after the Closing Date, the Acquired Companies shall not be
bound thereby or have any liability thereunder.

                  (l) Subject to the agreements in the other subsections of this
Section 10.3, Seller and Purchaser will provide each other with such cooperation
and information as either of them reasonably may request of the other in filing
any Tax Return, amended Tax Return or claim for refund, determining a liability
for Taxes or a right to a refund of Taxes or participating in or conducting any
audit or other proceeding in respect of Taxes. Such cooperation and information
shall include providing copies of relevant Tax Returns or portions thereof,
together with accompanying schedules and related work papers and documents
relating to rulings or other determinations by taxing authorities. Each party
shall make its employees available on a mutually convenient basis to provide
explanations of any documents or information provided hereunder. Each party will
retain all Tax Returns, schedules and work papers and all material records or
other documents relating to Tax matters of the Acquired Companies for the
taxable period first ending after the Closing Date and for all prior taxable
periods until the later of: (i) 90 days after the expiration of the statute of
limitations of the taxable periods to which such Tax Returns and other documents
relate, without regard to extensions except to the extent notified by the other
party in writing of such extensions for the respective Tax periods; or (ii)
eight years following the due date (without extension) for such Tax Returns. Any
information obtained under this Section 10.3(l) shall be kept confidential,
except as may be otherwise necessary in connection with the filing of Tax
Returns or claims for refund or in conducting an audit or other proceeding.

                  (m) Purchaser agrees to assume liability for and to pay all
sales, use, transfer, stamp, stock transfer, real property transfer and similar
Taxes incurred as a result of the Closing Transactions contemplated hereby.

                  (n) The Parties agree as follows with respect to the following
miscellaneous Tax matters:

                           (i) The parties agree to treat all indemnification 
payments made under this Agreement as adjustments to the Purchase Price for Tax
purposes;

                           (ii) Section 10.3 shall be the sole provision 
governing Tax matters and indemnities therefor under this Agreement;



<PAGE>


                           (iii) For purposes of this Section 10.3 all 
references to Purchaser, Seller, and the Acquired Companies include successors;
and

                           (iv) The covenants and agreements of the parties 
hereto contained in this Section 10.3 shall survive the Closing and shall remain
in full force and effect until 90 days after the expiration of all statutes of
limitations with respect to any Taxes that would be indemnifiable by Seller
under Section 10.3(a) of this Agreement or by Purchaser under Section 10.3(b) of
this Agreement.

SECTION 11. ADDITIONAL COVENANTS

         11.1 COVENANT OF SELLER NOT TO COMPETE: NONSOLICITATION. In
consideration of the Purchase Price to be received under this Agreement, Seller
agrees that, for a period of two (2) years after the Closing Date, it shall not
directly or indirectly, do any of the following:

                  (a) own, manage, operate, control, act as consultant or
advisor to, render any services for, have any financial interest in, or
otherwise be connected in any manner with the ownership, management, operation
or control of any person, firm, partnership, corporation, or other entity that
is engaged in the permanent placement and temporary staffing of clinical trials
support services personnel (the "BUSINESS") anywhere within North America;
PROVIDED, HOWEVER, that any one or more of the following items shall in no way
breach, violate, or otherwise in any manner conflict with the noncompetition
covenant in the preceding clause: (i) the operation by Seller directly or
indirectly of all or a portion of its e-solutions, e-services, e-consulting,
system hosting, web-hosting, custom software application development, custom
system integration development and network configuration businesses
(collectively, "E-SERVICES") and any maintenance for any such software or system
development, including the rendering of any E-Services for, any Internet-based
system or service for the temporary or permanent placement and staffing of
clinical trials support services personnel; and (ii) the ownership of not more
than five percent (5%) of any class of securities of any Person that engages in
the Business and has a class of securities registered pursuant to Section 12 of
the Exchange Act; or

                  (b) solicit the Business of any Person who to Seller's
Knowledge is a customer of the Acquired Companies or any Business from any
Person who was a customer or account of any of the Acquired Companies at the
time of the Closing or within the preceding one year period; PROVIDED, HOWEVER,
that nothing in this Section 11.1 (b) shall restrict in any manner the ability
of Seller or any of its Non-acquired Subsidiaries to solicit customers,
suppliers, licensees, licensors or other business relations of the Acquired
Companies in connection with operating the business of Seller and/or its
Non-acquired Subsidiaries so long as such business does not violate Section
11.1(a).

         11.2 CONFIDENTIALITY. Seller shall treat and hold as confidential for a
period of two years following the Closing Date any information concerning the
business and affairs of the Acquired Companies that is not available to the
public as of the date of this Agreement or hereafter during such two-year period
through no breach of this covenant by Seller (the "CONFIDENTIAL INFORMATION"),
refrain from using any of the Confidential Information, except in connection
with this Agreement, and deliver promptly to Purchaser or destroy, at the
request and option of Purchaser, all tangible embodiments (and all copies) of
the Confidential Information 



<PAGE>


which are Seller's possession or under Seller's control. In the event that 
Seller is requested or required (by oral question or request for information 
or documents in any legal proceeding, interrogatory, subpoena, civil 
investigative demand or similar process) to disclose any Confidential 
Information, Seller shall notify Purchaser promptly of the request or 
requirement so that Purchaser may seek an appropriate protective order at 
Purchaser's expense or waive compliance with the provisions of this Section 
11.2. If, in the absence of a protective order or the receipt of a waiver 
hereunder, Seller on the advice of counsel, is compelled to disclose any 
Confidential Information to any tribunal or else stand liable for contempt, 
Seller may disclose the Confidential Information to the tribunal; PROVIDED, 
HOWEVER, that such disclosing Person shall use his or its reasonable best 
efforts to obtain, at the expense and request of Purchaser, an order or other 
assurance that confidential treatment shall be accorded to such expense and 
portion of the Confidential Information required to be disclosed as Purchaser 
shall designate.

         11.3 DIVISIBILITY. Seller acknowledges that all of the foregoing
provisions of Section 11 are reasonable and are necessary to protect and
preserve the value of the Acquired Companies and to prevent any unfair advantage
being conferred on Seller. If any of the covenants set forth in this Section are
held to be unreasonable, arbitrary, or against public policy, the restrictive
time period herein shall be deemed to be the longest period permissible by law
under the circumstances and the restrictive geographical area herein shall be
deemed to comprise the larger territory permissible by law under the
circumstances.

         11.4 TAX-QUALIFIED PLANS. On the Closing Date or as soon as practicable
thereafter, Purchaser shall permit any active employee of an Acquired Company
who has an account balance under the Edgewater Technology 401(k) Savings Plan (a
"PARTICIPANT") to rollover (whether by direct or indirect rollover, as selected
by such Participant) his or her "eligible rollover distribution" (as defined
under Section 402(c)(4) of the Code) from the Edgewater Technology 401(k)
Savings Plan to a retirement plan maintained by Purchaser or its affiliates that
contains a cash or deferred arrangement under Section 401(k) of the Code
("PURCHASER 401(k) PLAN"). Seller acknowledges that on and after the Closing
Date the account balances of employees of the Acquired Companies shall be
distributable from the Edgewater Technology 401(k) Savings Plan in accordance
with Section 401(k)(10) of the Code. Seller and the Edgewater Technology 401(k)
Savings Plan shall not place any Participant's plan loan into default or declare
a default with respect to any plan loan during the six-month period following
the Closing Date or such shorter period as requested by Purchaser, so long as
such Participant continues to make payments where due and transfers his or her
account balance under the Edgewater Technology 401(k) Savings Plan, together
with the note evidencing the plan loan, to the Purchaser 401(k) Plan through a
direct rollover on or as soon as administratively practicable following the
Closing. Purchaser shall be responsible for forwarding all loan payments under
the Edgewater Technology 401(k) Savings Plan to the trustee of the Edgewater
Technology 401(k) Savings Plan. Purchaser shall amend the Purchaser 401(k) Plan
and Seller shall amend the Edgewater Technology 401(k) Savings Plan to the
extent necessary in order to effectuate the transactions contemplated under this
Section 11.4. Seller and Purchaser shall cooperate with each other (and cause
the trustees of the Edgewater Technology 401(k) Savings Plan and Purchaser
401(k) Plan to cooperate with each other) with respect to the rollover of the
distributions to the Participants.



<PAGE>


SECTION 12. MISCELLANEOUS PROVISIONS

         12.1 TIME OF ESSENCE. Time is of the essence of this Agreement.

         12.2 COMPLIANCE WITH LAWS. Purchaser and Seller shall execute such
agreements and other documents, and shall take such other actions, as Seller and
Purchaser, as the case may be, may reasonably request (prior to, at or after the
Closing) for the purpose of ensuring that the transactions contemplated by this
Agreement are carried out in full compliance with the provisions of all
applicable laws and regulations.

         12.3 PUBLICITY. No press release, publicity, disclosure or notice to
any Person concerning any of the transactions contemplated by this Agreement
shall be issued, given, made or otherwise disseminated by Purchaser or Seller or
any of their respective Affiliates or Associates at any time (whether prior to,
at or after the Closing) without the prior consent of Seller and Purchaser,
which consent shall not be unreasonably withheld.

         12.4 ACCESS OF SELLER TO BOOKS AND RECORDS. At all times after the
Closing Date, Purchaser shall give Seller and Seller's agents reasonable access
to the books and records of the Acquired Companies (to the extent such books and
records relate to the period prior to the Closing Date).

         12.5 EXPENSES. Except as otherwise expressly provided in this
Agreement, each party to this Agreement will bear its respective expenses
incurred in connection with the preparation, execution and performance of this
Agreement and the transactions contemplated thereby; PROVIDED, HOWEVER, that
Purchaser shall deliver to Seller at Closing $22,500 in respect of HSR Act
filing fees previously paid by Seller in connection with the transactions
contemplated by this Agreement.

         12.6 GOVERNING LAW. This Agreement shall be construed in accordance
with, and governed in all respects by, the laws of the State of Delaware
(without giving effect to principles of conflicts of law).

         12.7 NOTICES. All notices and other communications under this Agreement
shall be in writing and shall be deemed to have been duly given and duly
delivered when received personally, by fax, mail or overnight delivery service
by the intended recipient at the following address or fax number (or at such
other address or fax number as the intended recipient shall have specified in a
written notice given to the other party hereto):

                     if to Purchaser:

                  Cross Country TravCorps, Inc.
                  6551 Park of Commerce Blvd., N.W.
                  Suite 200
                  Boca Raton, FL 33431
                  Attn: President
                  Fax: (561) 912-9068



<PAGE>


                     with a copy to:

                  Proskauer Rose LLP
                  1585 Broadway
                  New York, N.Y. 10036
                  Attn: Stephen Rubin, Esq.
                  Fax: (212) 969-2900

                     if to Seller:

                  Edgewater Technology, Inc.
                  234 East Millsap Rd.
                  Fayetteville, Arkansas 72703
                  Attn: Clete T. Brewer
                        Gordon Y. Allison, Esq.
                  Fax: (501) 973-7909

                     with a copy to:

                  Cooley Godward LLP
                  One Freedom Square
                  Reston Town Center
                  11951 Freedom Drive
                  Reston, VA 20190-5601
                  Attn: Brian J. Lynch, Esq.
                        Charles T. Haag, Esq.
                  Fax: (703) 456-8100

         12.8 TABLE OF CONTENTS AND HEADINGS. The table of contents of this
Agreement and the underlined headings contained in this Agreement are for
convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the construction or
interpretation of this Agreement.

         12.9 ASSIGNMENT. Neither party hereto may assign any of its rights or
delegate any of its obligations under this Agreement to any other Person without
the prior written consent of the other party hereto, which shall not be
unreasonably withheld; PROVIDED, HOWEVER, that Seller may, prior to the Closing,
assign to any Person its right to receive all or any portion of the amount
payable to Seller under Section 1.2.

         12.10 PARTIES IN INTEREST. Nothing in this Agreement is intended to
provide any rights or remedies to any Person (including any employee or creditor
of the Company) other than the parties hereto and the Persons (in addition to
the parties hereto) that may be entitled to indemnification pursuant to Section
10 of this Agreement.

         12.11 SEVERABILITY. In the event that any provision of this Agreement,
or the application of such provision to any Person or set of circumstances,
shall be determined to be invalid, unlawful, void or unenforceable to any
extent, the remainder of this Agreement, and the application of such provision
to Persons or circumstances other than those as to which it is 



<PAGE>


determined to be invalid, unlawful, void or unenforceable, shall not be 
affected and shall continue to be valid and enforceable to the fullest extent 
permitted by law.

         12.12 ENTIRE AGREEMENT. This Agreement, and the Confidentiality
Agreement set forth the entire understanding of Purchaser and Seller and
supersede all other agreements and understandings between Purchaser and Seller
relating to the subject matter hereof and thereof. Regardless of any termination
of this Agreement or any closing of the transactions contemplated by this
Agreement, the Confidentiality Agreement shall remain in full force and effect
in accordance with the terms thereof.

         12.13 WAIVER. No failure on the part of either party hereto to exercise
any power, right, privilege or remedy under this Agreement, and no delay on the
part of either party hereto in exercising any power, right, privilege or remedy
under this Agreement, shall operate as a waiver thereof; and no single or
partial exercise of any such power, right, privilege or remedy shall preclude
any other or further exercise thereof or of any other power, right, privilege or
remedy.

         12.14 AMENDMENTS. This Agreement may not be amended, modified, altered
or supplemented except by means of a written instrument executed on behalf of
both Purchaser and Seller.

         12.15 INTERPRETATION OF AGREEMENT.

                  (a) Each party hereto acknowledges that it has participated in
the drafting of this Agreement, and any applicable rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall not
be applied in connection with the construction or interpretation of this
Agreement.

                  (b) Whenever required by the context hereof, the singular
number shall include the plural, and vice versa; the masculine gender shall
include the feminine and neuter genders; and the neuter gender shall include the
masculine and feminine genders.

                  (c) As used in this Agreement, the words "INCLUDE" and
"INCLUDING," and variations thereof, shall not be deemed to be terms of
limitation, and shall be deemed to be followed by the words "WITHOUT
LIMITATION."

                  (d) References herein to "SECTIONS," "EXHIBITS," and
"SCHEDULES" are intended to refer to Sections of and Exhibits and Schedules to
this Agreement.



                           [Signature Pages to Follow]


<PAGE>


         Purchaser and Seller have caused this Stock Purchase Agreement to be
executed as of the date first written above.

                             CROSS COUNTRY TRAVCORPS, INC.


                             By: /s/  Joseph A. Boshart 
                                 --------------------------------------
                                   Name:  Joseph A. Boshart
                                   Title: President and Chief Executive Officer


                             EDGEWATER TECHNOLOGY, INC.


                             By: /s/ Clete T. Brewer
                                 --------------------------------------
                                   Name:  Clete T. Brewer
                                   Title:  Chairman and Chief Executive Officer



<PAGE>

                                  EXHIBIT A TO
                            STOCK PURCHASE AGREEMENT


                                  DEFINED TERMS


         For purposes of this Agreement (including the Schedules thereto):

         "ACQUIRED COMPANIES" shall have the meaning specified in the recitals
to this Agreement.

         "ACQUIRED STOCK" shall have the meaning specified in the recitals to
this Agreement.

         "ADJUSTED NET WORKING CAPITAL" means the Net Working Capital MINUS any
amount of the accounts receivable line item listed on the Closing Date Balance
Sheet that remains unpaid on the Realization Date.

         "AFFILIATE" of any Person means any other Person controlling,
controlled by or under common control with such first Person, where "CONTROL"
means the possession, directly or indirectly, of the power to direct the
management and policies of a Person whether through the ownership of voting
securities or otherwise.

         "AGREEMENT" means this Stock Purchase Agreement, including all Exhibits
and Schedules hereto, as it may be amended from time to time in accordance with
its terms.

         "ALLOCABLE AMOUNT" shall have the meaning specified in Section
10.3(j)(ii).

         "ASSOCIATES" of a Person shall include:

                  (a) such Person's Affiliates, directors, officers, employees,
agents, attorneys, accountants and representatives; and

                  (b) all directors, officers, employees, agents, attorneys,
accountants and representatives of each of such Person's Affiliates.

         "BUSINESS" shall have the meaning set forth in Section 11.1(a).

         "BENEFIT PLANS" shall have the meaning set forth in Section 3.13(a).

         "BOARD OF MEDIATORS" shall have the meaning set forth in Section
10.2(f)(iii).

         "CAPITAL STOCK" means (i) in the case of a corporation, any and all
shares of capital stock, (ii) in the case of an association or business entity,
any and all shares, interests, participations, rights or other equivalents
(however designated) of capital stock, (iii) in the case of a partnership or
limited liability company, any and all partnership or membership interests
(whether general or limited), (iv) in any case, any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person, and
(v) in any case, any right to acquire any of the foregoing.


<PAGE>

         "CLAIM NOTICE" means written notification pursuant to Section 10.2(f)
of a Third Party Claim as to which indemnity under Section 10.2 is sought by an
Indemnified Party, enclosing a copy of all papers served, if any, and specifying
the nature of and basis for such Third Party Claim and for the Indemnified
Party's claim against Seller under Section 10.2, together with the amount or, if
not then reasonably ascertainable, the estimated amount determined in good
faith, of such Third Party Claim.

         "CLOSING" shall have the meaning set forth in Section 2.1.

         "CLOSING DATE" shall mean the time and date as of which the Closing
actually takes place.

         "CLOSING DATE BALANCE SHEET" means an unaudited combined balance sheet
for the Acquired Companies as of the close of business on the Closing Date
(determined on a pro forma basis as though the parties had not consummated the
transactions contemplated by this Agreement) prepared in accordance with and
applied on a basis consistent with the Latest Balance Sheet (subject to the same
types of adjustments, including cutoff adjustments, as reflected in the Latest
Balance Sheet, as well as being subject to the same inclusions, exclusions and
exceptions set forth on the FINANCIAL STATEMENTS SCHEDULE); PROVIDED, HOWEVER,
that the allowance for doubtful accounts amount in the Closing Date Balance
Sheet shall be the same amount as that set forth in the Latest Balance Sheet.

         "CLOSING TRANSACTIONS" shall have the meaning set forth in Section 2.2.

         "COBRA" shall have the meaning set forth in Section 3.13(a).

         "CODE" means the United States Internal Revenue Code of 1986, as
amended.

         "CONFIDENTIAL INFORMATION" shall have the meaning set forth in Section
11.2.

         "CONFIDENTIALITY AGREEMENT" shall have the meaning set forth in Section
5.7(a).

         "CONTEST" shall have the meaning specified in Section 10.3(j).

         "DAMAGES" shall mean out-of-pocket losses, out-of-pocket costs,
including reasonable attorney fees for which an Indemnified Party shall have the
right to receive reimbursement pursuant to Section 10 hereof, and out-of-pocket
damages, excluding in each case lost profits, incidental, or special and
consequential damages; PROVIDED, HOWEVER, that for purposes of computing the
amount of Damages incurred by any Person, there shall be deducted:

                  (a) in the case of an Acquired Company, an amount equal to the
amount of any Tax benefit actually realized by such Acquired Company in
connection with such Damages or the circumstances giving rise thereto; and

                  (b) an amount equal to the amount of any insurance proceeds,
indemnification payments, contribution payments or reimbursements received or
receivable by such Person or any of such Person's Affiliates in connection with
such Damages or the circumstances giving rise thereto.

                                       A-2


<PAGE>

         "DEDUCTIBLE AMOUNT" shall have the meaning specified in Section
10.2(b).

         "DEFINITIVE COMPETING AGREEMENT" shall have the meaning specified in
Section 9.1(h).

         "DETERMINATION DATE" has the meaning set forth in Section 1.4(b).

         "DGCL" shall mean the General Corporation Law of the State of Delaware,
as amended.

         "DISCLOSURE SCHEDULE" shall have the meaning set forth in Section 3.

         "DISPUTE NOTICE" means written notification during the Dispute Period
to an Indemnified Party stating that Seller disputes its liability under Section
10.2 to such Indemnified Party with respect to the Indemnified Party's Claim
Notice or Indemnity Notice.

         "DISPUTE PERIOD" means the period ending 30 calendar days following
receipt by Seller of either a Claim Notice or an Indemnity Notice.

         "ENCUMBRANCE" shall mean any lien, pledge, hypothecation, charge,
mortgage, security interest, equity, trust, equitable interest, claim,
preference, right of possession, lease, tenancy, license, encroachment,
covenant, interference, proxy, option, right of first refusal, preemptive right,
community property interest, impediment, limitation, imperfection of title,
condition or restriction of any nature (including any restriction on the
transfer of any security or other asset, any restriction on the receipt of any
income derived from any asset, any restriction on the use of any asset and any
restriction on the possession, exercise or transfer of any other attribute of
ownership of any asset).

         "ENVIRONMENTAL AND SAFETY REQUIREMENTS" means all federal, state, local
and foreign statutes, regulations, rules, codes, judgments, ordinances and
similar provisions having the force or effect of law, all judicial and
administrative orders and determinations, all contractual obligations and all
common law concerning public health and safety, worker health and safety and
pollution or protection of the environment, including all such standards of
conduct and bases of obligations relating to the presence, use, production,
generation, handling, transport, treatment, storage, disposal, distribution,
labeling, testing, processing, discharge, release, threatened release, control,
or cleanup of any hazardous materials, substances or wastes, chemical substances
or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum
products or by-products, asbestos, polychlorinated biphenyls (or PCBs), noise or
radiation.

         "ERISA" shall have the meaning set forth in Section 3.13(a).

         "ERISA AFFILIATE" shall have the meaning set forth in Section 3.13(a).

         "E-SERVICES" shall have the meaning set forth in Section 11.1(a).

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

         "FINANCIAL STATEMENTS" shall have the meaning set forth in Section 3.5.

          "GAAP" means, at any given time, generally accepted accounting
principles of the United States, consistently applied.

                                       A-3


<PAGE>

         "HSR ACT" shall mean the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, and the rules promulgated thereunder.

         "INDEMNITY NOTICE" means written notification pursuant to Section 10.2
of a claim for indemnity under Section 10.2 by an Indemnified Party, specifying
the nature of and basis for such claim, together with the amount or, if not then
reasonably ascertainable, the estimated amount, determined in good faith, of
such claim.

         "INDEPENDENT ACCOUNTING FIRM" has the meaning set forth in Section
1.4(b).

         "INITIAL NET WORKING CAPITAL" means $2,797,776, which is the amount
equal to the difference of (x) the sum of the amounts from the Latest Balance
Sheet of the following current asset accounts of the Acquired Companies: (A)
cash accounts (which includes only payroll checks and accounts payable checks),
(B) cash clearing (which includes only payments against accounts receivable),
(C) restricted cash, (D) accounts receivable, (E) prepaid expenses, and (F)
other current assets, MINUS (y) the sum of the amounts from the Latest Balance
Sheet of the following current liability accounts of the Acquired Companies: (A)
payroll and related liabilities, (B) accounts payable and (C) other accrued
liabilities.

          "INSIDER" means, (i) any executive officer or director of Seller, any
of the Acquired Companies, or any Affiliate of Seller (ii) any stockholder
owning beneficially 5% or more of the Capital Stock of Seller (excluding any
Person not otherwise referenced in clauses (i), (iii) or (iv) hereof that has
filed, with respect to Seller, a beneficial ownership report on Schedule 13G
under the Exchange Act), (iii) any partner of Seller or any of the Acquired
Companies, or (iv) any Affiliate of Seller or any of the Acquired Companies, any
spouse or descendant (natural or adopted) of any such individual, or any entity
in which any such Person owns a controlling interest.

         "ISRA" shall have the meaning set forth in Section 7.7.

         "KNOWLEDGE" and terms of similar import mean, with respect to a Person,
the actual knowledge of such individual, or if the Person is a corporation, the
actual knowledge of the executive officers and directors of such Person (and in
the case of Seller the directors and executive officers of the Acquired
Companies) with respect to the particular matter in question.

         "LATEST BALANCE SHEET" shall have the meaning set forth in Section 3.5.

         "LEASES" has the meaning set forth in Section 3.20.

         "LICENSES" means all permits, licenses, franchises, certificates,
approvals and other authorizations of third parties or foreign, federal, state
or local governments or other similar rights.

         "LIENS" means, except with respect to any and all Permitted
Encumbrances, any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind (including, without limitation, any conditional sale or other
title retention agreement or lease in the nature thereof), any sale of
receivables with recourse against Seller or any Affiliate, any filing or
agreement to file a financing statement as debtor under the UCC or any similar
statute other than to reflect 

                                       A-4


<PAGE>

ownership by a third party of property leased to any of the Acquired 
Companies under a lease which is not in the nature of a conditional sale or 
title retention agreement.

         "MATERIAL ADVERSE CHANGE" or "MATERIAL ADVERSE EFFECT" means any
material adverse effect on, or change in, the Business, financial condition or
results of operations of the Acquired Companies, taken as a whole, other than
any such effect directly arising out of or directly resulting from conditions
affecting the permanent placement and temporary staffing of clinical trials
support services personnel industry.

         "MATTER" shall mean any claim, demand, dispute, action, suit,
examination, audit, proceeding, investigation, inquiry or other similar matter.

         "NET WORKING CAPITAL" means the amount equal to the difference of (x)
the sum of the amounts from the Closing Date Balance Sheet of the following
current asset accounts of the Acquired Companies: (A) cash accounts (which
includes only payroll checks and accounts payable checks), (B) cash clearing
(which includes only payments against accounts receivable), (C) restricted cash,
(D) accounts receivable, (E) prepaid expenses, and (F) other current assets,
MINUS (y) the sum of the amounts from the Closing Date Balance Sheet of the
following current liability accounts of the Acquired Companies: (A) payroll and
related liabilities, (B) accounts payable and (C) other accrued liabilities.

                  "NET WORKING CAPITAL ADJUSTMENT" means the positive or
negative difference of: (x) the Initial Net Working Capital MINUS (y) the
Adjusted Net Working Capital.

         "NON-ACQUIRED SUBSIDIARIES" shall have the meaning set forth in Section
10.3(j)(i).

         "ORDINARY COURSE OF BUSINESS" means the ordinary course of any of the
Acquired Companies' businesses, in each case consistent with past practice.

         "PARTICIPANT" shall have the meaning set forth in Section 11.4.

         "PERMITTED ENCUMBRANCES" shall mean: (A) statutory liens for current
taxes or other governmental charges with respect to such property not yet due
and payable or the amount or validity of which is being contested in good faith
by appropriate proceedings for which adequate reserves have been established in
accordance with GAAP, which reserves are included in the Financial Statements;
(B) mechanics, carriers, workers, repairers and similar statutory liens arising
or incurred in the Ordinary Course of Business for amounts which are not
reasonably likely, individually or in the aggregate, to have a Material Adverse
Effect; (C) zoning, entitlement, building and other land use regulations imposed
by governmental agencies having jurisdiction over such property which are not
violated by the current use and operation of such property; and (D) covenants,
conditions, restrictions, easements and other matters of record affecting title
to such property which do not unreasonably interfere with the current use,
occupancy, or value, or the marketability of title, of such property; (E) other
Liens arising in the Ordinary Course of Business and not incurred in connection
with the borrowing of money; (F) pledges or deposits in connection with or to
secure workmen's compensation, unemployment insurance pension or other employee
benefits; (G) any Lien renewing, extending or refunding any Lien permitted
hereunder; and (H) Liens and imperfections of title the existence of which would
not materially affect the use of the property subject thereto, consistent with
past practice 

                                       A-5


<PAGE>

and (I) encumbrances arising out of any restriction on the receipt of income 
derived from any asset or on the possession or use of any asset, in either 
case resulting from the failure to obtain the consent of a third party in 
respect of the assignment of or conveyance of rights under any contract, 
lease or agreement of the Acquired Companies in connection with the 
transaction contemplated by this Agreement.

         "PERSON" shall mean any individual, corporation, association, general
partnership, limited partnership, venture, trust, association, firm,
organization, company, business, entity, union, society, government (or
political subdivision thereof) or governmental agency, authority or
instrumentality.

         "PROPRIETARY RIGHTS" means the following matters solely related to the
business of the Acquired Companies only: (i) patents, patent applications,
patent disclosures, as well as any reissues, continuations,
continuations-in-part, divisions, extensions and reexaminations thereof, (ii)
trademarks, service marks, trade dress, trade names, logos and corporate names,
and registrations and applications for registration thereof, together with all
of the goodwill associated therewith, (iii) copyrights (registered or
unregistered) and copyrightable works and registrations and applications for
registration thereof, (iv) Internet domain names and web sites, (v) computer
software, data, data bases and documentation thereof, (vi) trade secrets and
other confidential information (including, without limitation, formulas,
compositions, inventions (whether patentable or unpatentable and whether or not
reduced to practice), know-how, research and development information, drawings,
specifications, designs, plans, proposals, technical data, financial and
marketing plans, and customer and supplier lists and information), and (vii)
license agreements related thereto.

         "PROXY CLEARANCE" shall have the meaning set forth in Section 5.6(a).

         "PROXY STATEMENT" shall have the meaning specified in Section 3.4.

         "PURCHASE PRICE" shall have the meaning specified in Section 1.2.

         "PURCHASER" shall mean Cross Country TravCorps, Inc., a Delaware 
Corporation.

         "PURCHASER 401(k) PLAN" shall have the meaning specified in Section
11.4.

         "REALIZATION DATE" shall have the meaning set forth in Section 1.4(a).

         "REQUIRED APPROVALS" shall have the meaning specified in Section 7.4.

         "RESOLUTION PERIOD" means the period ending thirty (30) calendar days
following receipt by an Indemnified Party of a Dispute Notice.

         "RIGHTS AGREEMENT" means the Rights Agreement, dated as of July 21, 
2000, between Seller and Equiserve Trust Company, N.A., as Rights Agent.

         "SELLER" shall mean Edgewater Technology, Inc., a Delaware corporation.

         "SEC" means the Securities and Exchange Commission of the United
States.

                                       A-6


<PAGE>

         "SECTION 338(h)(10) ELECTIONS" shall have the meaning specified in
Section 10.3(j)(i).

         "SECTION 338 FORMS" shall have the meaning specified in Section
10.3(j)(i).

         "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

         "STOCKHOLDER VOTE CONDITION" shall have the meaning set forth in
Section 3.2.

         "STOCKHOLDERS MEETING" shall mean the meeting (and any adjournments or
postponements thereof) of the stockholders of Seller convened to consider and
vote upon the subject matter necessary to satisfy the Stockholder Vote Condition
in accordance with DGCL.

         "SUBSIDIARY" means, with respect to any Person, any corporation a
majority of the total voting power of shares of stock of which is entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person or a combination thereof, or any partnership, limited liability
company, association or other business entity a majority of the partnership or
other similar ownership interest of which is at the time owned or controlled,
directly or indirectly, by that Person or one or more Subsidiaries of that
Person or a combination thereof. For purposes of this definition, a Person is
deemed to have a majority ownership interest in a partnership, limited liability
company, association or other business entity if such Person is allocated a
majority of the gains or losses of such partnership, limited liability company,
association or other business entity or is or controls the managing director or
general partner of such partnership, limited liability company, association or
other business entity.

         "SUPERIOR PROPOSAL" shall have the meaning set forth in Section 5.7(b).

         "TAKEOVER PROPOSAL" shall have the meaning set forth in Section 5.7(b).

         "TAKEOVER PROPOSAL INTEREST" shall have the meaning set forth in
Section 5.7(a).

         "TAX RETURNS" means returns, declarations, reports, claims for refund,
information returns or other documents (including any related or supporting
schedules, statements or information) filed or required to be filed in
connection with the determination, assessment or collection of Taxes of any
party or the administration of any laws, regulations or administrative
requirements relating to any Taxes.

         "TAXES" means any federal, state, local, or foreign income, gross
receipts, sales, use, employment, unemployment, franchise, profits, property or
other taxes, stamp taxes and duties, assessments or charges of any kind
whatsoever (whether direct or withholding taxes), together with any interest and
any penalties, additions to tax or additional amounts imposed by any taxing
authority with respect thereto, and together with out-of-pocket expenses
associated with the reasonable attorney fees for which Purchaser or the Acquired
Companies shall have the right to receive reimbursement pursuant to Section 10
hereof.

         "TERMINATED EMPLOYEES" shall mean the employees identified in 
Section 5.3.

                                       A-7


<PAGE>

         "TERMINATING PURCHASER BREACH" shall have the meaning set forth in
Section 9.1(f).

         "TERMINATING SELLER BREACH" shall have the meaning set forth in Section
9.1(e).

         "THIRD PARTY CLAIM" shall have the meaning set forth in Section
10.2(f)(i).

         "TRANSACTION DOCUMENTS" means this Agreement, and all other agreements,
instruments, certificates and other documents to be entered into or delivered by
any party in connection with the transactions contemplated to be consummated
pursuant to this Agreement.

         "TREASURY REGULATIONS" means the United States Treasury Regulations
promulgated pursuant to the Code.

         "UCC" means the Uniform Commercial Code.

         "WARN" shall have the meaning set forth in Section 3.12.


                                       A-8


<PAGE>


                               INDEX OF SCHEDULES


EXHIBITS

Exhibit A - List of Defined Terms
Exhibit B - Form of Assignment Agreement
Exhibit C - Form of Assumption Agreement

SCHEDULES

Acquired Companies Schedule
Organization Schedule
Conflicts Schedule
Financial Statements Schedule
Developments Schedule
Taxes Schedule
Proprietary Rights Schedule
Litigation Schedule
Brokerage Schedule
Permits Schedule
Employees Schedule
Benefit Plans Schedule
Insurance Schedule
Officers, Directors and Bank Accounts Schedule
Compliance Schedule
Environmental Schedule
Contracts Schedule
Real Estate Schedule
Undisclosed Liabilities Schedule
Affiliated Transactions Schedule
Terminated Employees Schedule




<PAGE>

                                                                     EXHIBIT 4.3

                          REGISTRATION RIGHTS AGREEMENT

                  REGISTRATION RIGHTS AGREEMENT, dated as of July 29, 1999,
among CROSS COUNTRY STAFFING, INC., a Delaware corporation (the "COMPANY") and
the Investors (as defined below).

                              W I T N E S S E T H:
                               - - - - - - - - - -

                  WHEREAS, pursuant to that certain Purchase Agreement dated as
of July 29, 1999 (the "PURCHASE AGREEMENT"), among the Company and the Investors
and their Affiliates, the Investors and their Affiliates have acquired (i) an
aggregate of 86,957 shares of Common Stock (as defined herein), subject to
adjustment and (ii) a right to receive an additional 11,944 shares of Common
Stock, in the aggregate (subject to adjustment), pursuant to the provisions of
Section 7.11 of the Purchase Agreement;

                  WHEREAS, the Company desires to grant to the Investors certain
registration rights relating to the shares of Common Stock.

                  NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants and agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is agreed as follows:

                  1. DEFINITIONS. The following shall have (unless otherwise
provided elsewhere in this Registration Rights Agreement) the following
respective meanings
 (such meanings being equally applicable to both the singular
and plural form of the terms defined):

                  "AGREEMENT" means this Registration Rights Agreement,
including all amendments, modifications and supplements and any exhibits or
schedules to any of the foregoing, and shall refer to the Agreement as the same
may be in effect at the time such reference becomes operative.

                  "CLASS A COMMON STOCK" means the Class A Common Stock, $.01
par value, of the Company.

                  "CLASS B COMMON STOCK" means the Class B Common Stock, $.01
par value, of the Company.

                  "COMMISSION" means the Securities and Exchange Commission.

                  "COMMON STOCK" means collectively, the Class A Common Stock
and the Class B Common Stock.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.


<PAGE>

                  "INVESTORS" means DB Capital Investors, L.P. and The
Northwestern Mutual Life Insurance Company.

                  "NASD" means the National Association of Securities Dealers,
Inc., or any successor corporation thereto.

                  "INITIAL PUBLIC EQUITY OFFERING" means an underwritten public
offering of the Class A Common Stock made on a primary basis by the Company
pursuant to a registration statement filed with and declared effective by the
Commission in accordance with the Securities Act resulting in net cash proceeds
to the Company (after deducting any underwriting discounts and commissions) of
at least $25.0 million.

                  "PURCHASE AGREEMENT" has the meaning given to it in the
recitals hereto.

                  "REGISTERING SECURITY HOLDER" has the meaning given to it in
SECTION 3.

                  "REGISTRABLE SECURITIES" means, collectively (i) the shares of
Class A Common Stock owned by the Investors on the date hereof; (ii) any shares
of Class A Common Stock resulting from or which may result from the conversion
of shares of Class B Common