TMP Worldwide Announces Agreement to Make Largest Acquisition in 31 Year History

New York, N.Y., August 17, 1998 - TMP Worldwide, the online recruitment leader and one of the world's largest recruitment advertising agency networks and the world's largest yellow page advertising agency, today announced it has entered into an agreement in principle to acquire, in a pooling of interests transaction, Morgan & Banks Limited of Sydney, Australia. Morgan & Banks is the largest executive selection and search firm in Australasia and one of the largest in the world.

Morgan & Banks reported revenues of A$330 million for the year-ended March 31, 1998. The agreement is subject to customary closing conditions including Morgan & Banks and TMP Worldwide shareholder approval, approval by the Australian Foreign Investment Review Board and relevant Australian court approvals. Under the terms of the agreement, each share of Morgan & Banks stock will be exchanged for shares of common stock of TMP Worldwide according to a ratio, based on TMP Worldwide's stock price prior to closing, not to exceed 0.11240 and not to be less than 0.07025, based on A$ exchange rate of U.S. $0.605 which will not be set until immediately prior to closing. Accordingly, based on this exchange rate, TMP Worldwide will issue between 5.2 million to 8.4 million shares of its common stock for Morgan & Banks.

The company expects the transaction, which may be made through a subsidiary, to close before December 31, 1998 and also expects the acquisition to be accretive immediately. It is expected that merger costs relating to the acquisition will be approximately $3.5 million to $4.5 million. In connection with the acquisition, TMP Worldwide will apply for listing on the Australian Stock Exchange.

"The acquisition of Morgan & Banks is very significant for several factors. It's the largest ever for TMP. It will solidify our position as one of the world's leading selection and search firms and the Internet revenue opportunities are extensive," said Andrew J. McKelvey, chairman and CEO of TMP Worldwide. "Selection, filling mid-level positions in the $50,000 to $150,000 compensation range through our Web sites (The Monster Board at www.monster.com and Online Career Center at (www.occ.com), is an extremely important part of our 'intern to CEO' strategy, which is to service the employee for a lifetime.

"The addition of Morgan & Banks to the TMP recruitment network will allow us to expand upon this capability both in the U.S. and internationally," McKelvey continued. "Of particular importance, is that Morgan & Banks' belief and success in online recruiting mirrors that of TMP."

Morgan & Banks owns and operates Job Hound (www.morganbanks.com.au), a leading job site in Australia, which will be complemented by TMP's The Monster Board/Australia (www.monsterboard.com.au). Job Hound will be integrated into the TMP Interactive career portal and will continue to operate as a separate entity in Australasia, offering increased access and choice to candidates and employees.

"Currently Morgan & Banks places around five percent of all its executive selection candidates via the Internet and it is expected that this percentage will increase dramatically in the coming years," stated Andrew Banks, joint managing director for Morgan & Banks.

"Morgan & Banks's success in placing a significant percentage of their selection candidates through the Internet emphasizes the Web's effectiveness in this segment of the recruitment industry," said Jeff Taylor, executive vice president of TMP's Interactive Division and creator of The Monster Board. "We plan to leverage their expertise in this arena as well as our extensive Internet recruiting knowledge base and infrastructure to continue developing online products for the selection industry around the world."

Founded in 1985, Morgan & Banks' global operations have more than 1,100 employees in five countries, namely Australia, New Zealand, Singapore, Hong Kong and the United Kingdom. Morgan & Banks offers a range of advanced and comprehensive executive selection, search and consulting services.

"We're extremely pleased that Andrew Banks, Geoff Morgan and their management team will be complementing the TMP executive team," said McKelvey. "Andrew and Geoff are recognized leaders in the global selection and search industry and their twenty years of human resource management experience combined with their thorough understanding of the worldwide selection and search marketplace, will be an asset as we continue to expand our worldwide recruitment network."

According to McKelvey, TMP intends to serve job seekers at every point in their career from intern to CEO. Banks, 46, joint managing director and co-founder of Morgan & Banks, is expected to join the board of directors of TMP Worldwide.

"TMP's leadership in online recruitment, its unmatched global infrastructure and their 'intern to CEO' strategy are what's going to move this industry forward as we enter the new millennium," said Banks. "While Morgan & Banks is a recognized selection and search leader, we felt that combining our strengths with those of TMP Worldwide would allow us to provide our customers with an unmatched suite of career management products and services."

Going forward, Morgan & Banks will work closely with TMP Worldwide's existing selection and search firms, which include TMP's MSL Search and Selection Network; Johnson, Smith & Knisely, the 12th largest executive search firm in the United States, as well as TASA, an international executive search firm, which TMP previously announced its intention to purchase in a press release dated June 30, 1998. TMP expects to close the TASA purchase in the third quarter of this year.

"Morgan & Banks is a strong strategic fit for TMP and their experience will allow us to develop the United States selection market at a much more rapid rate," said Gary Knisely, chief executive officer of Search and Selection for TMP Worldwide.

Special Note

The above statements include forward-looking statements based on current management expectations. Factors that could cause future results to differ from these expectations include the following: risks associated with acquisitions, competition and seasonality. Additional factors are described in the company's reports filed with the Securities and Exchange Commission.

Founded in 1967, TMP Worldwide is the online recruitment leader, one of the world's largest recruitment advertising agency networks with a rapidly growing presence in the selection and search industry, and the world's largest yellow page advertising agency with more than 3,550 employees in 13 countries. The company is also a provider of direct marketing services. TMP Worldwide's clients include more than 70 of the Fortune 100 and more than 285 of the Fortune 500 companies.

The TMP Worldwide Interactive career portal delivers the most comprehensive set of career services on the Web including The Monster Board, the largest and most successful career center on the World Wide Web; Online Career Center (OCC), the Internet's earliest career site; MedSearch, (www.medsearch.com), the primary online "help wanted" service for the health care industry; Be the Boss (www.betheboss.com), a leading provider of information on franchise opportunities; About Work (www.aboutwork.com), the most comprehensive provider of career advice and information, and StudentCenter (www.studentcenter.com), which includes the largest online Internship database.

The Monster Board is a registered trademark of TMP Worldwide. Online Career Center, Be The Boss and MedSearch are service marks of TMP Worldwide.