S-8

As filed with the Securities and Exchange Commission on June 20, 2007

Registration No. 333-         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

On Assignment, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	95-4023433
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

26651 West Agoura Road

Calabasas, California  91302

(818) 878-7900

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

ON ASSIGNMENT, INC.

RESTATED 1987 STOCK OPTION PLAN

ON ASSIGNMENT, INC.

EMPLOYEE STOCK PURCHASE PLAN

(Full Title of the Plan(s))

On Assignment, Inc.

James Brill

Senior Vice President and Chief Financial Officer

26651 West Agoura Road

Calabasas, California  91302

(818) 878-7900

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copy to:

Steven B. Stokdyk, Esq.

Latham & Watkins LLP

633 West Fifth Street, Suite 4000

Los Angeles, California  90071

(213) 485-1234

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered(1)	Amount To Be Registered(2)(3)	Proposed Maximum Offering Price Per Share(4)		Proposed Maximum Aggregate Offering Price		Amount Of Registration Fee
Common Stock, $0.01 par value per share to be issued under the Restated 1987 Stock Option Plan	2,900,000	$	10.12	$	29,348,000	$	901
Common Stock, $0.01 par value per share to be issued under the Employee Stock Purchase Plan	400,000	$	10.12	$	4,048,000	$	125

(1)The On Assignment, Inc. Restated 1987 Stock Option Plan, as amended and restated on April 7, 2006 and further amended on January 23, 2007 and April 17, 2007 (the “Stock Option Plan”), authorizes the issuance of a maximum of 13,900,000 shares of common stock.  The On Assignment, Inc. Employee Stock Purchase Plan as amended and restated on June 18, 2002 and further amended on January 23, 2007 (the “ESPP”), authorizes the issuance of a maximum of 1,200,000 shares of common stock.

(2)In the event of a stock split, stock dividend or other transaction involving On Assignment, Inc.’s common stock, the number of shares registered hereby shall automatically be increased to cover additional shares in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).

(3)Each share of common stock includes one right to purchase Series A Junior Participating Preferred Stock pursuant to a Rights Agreement, dated as of June 4, 2003, between On Assignment, Inc. and U.S. Stock Transfer Corporation, for which no separate fee is payable pursuant to Rule 457.

(4)Estimated solely for the purpose of computing the registration fee required by Section 6(b) of the Securities Act and, pursuant to Rules 457(c) and (h) under the Securities Act, based upon the average of the high and low prices of our common stock on June 14, 2007, which date is within five business days prior to the initial filing of this registration statement, as reported on the NASDAQ National Market.

INTRODUCTION

This Registration Statement on Form S-8 is filed by On Assignment, Inc. (referred to herein as “our,” “we,” “us,” “the Company” and “the Registrant”) relating to 2,900,000 shares of our common stock, par value $0.01 per share (“Common Stock”), issuable to our eligible employees, directors and consultants under our Restated 1987 Stock Option Plan, as amended and restated on April 7, 2006 and further amended on January 23, 2007 and April 17, 2007 (the “Stock Option Plan”), and 400,000 shares of Common Stock issuable to our eligible employees under our Employee Stock Purchase Plan as amended and restated on June 18, 2002 and further amended on January 23, 2007 (the “ESPP” and collectively with the Stock Option Plan, the “Plans”).  The Company has previously registered shares of Common Stock issuable under the Stock Option Plan by Registration Statements on Form S-8 filed with the Commission on June 17, 2003, May 31, 2001, October 28, 1997 and January 19, 1993, Registration Nos. 333-106203, 333-61998, 333-38849 and 033-57078, respectively.  The Company has previously registered shares of Common Stock issuable under the ESPP by a Registration Statement on Form S-8 filed with the Commission on January 19, 1993, Registration No. 033-57078.  In accordance with Instruction E to Form S-8, the contents of these previously filed Registration Statements are incorporated by reference herein to the extent not modified or superseded hereby or thereby or by a subsequently filed document that is incorporated by reference herein or therein.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be delivered to participants in the Plans as specified by Rule 428(b)(1) of the Securities Act.  In accordance with Rule 428 of the Securities Act and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the “Commission”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act.  The Registrant shall maintain a file of such documents in accordance with the provisions of Rule 428(a)(2) of the Securities Act.  Upon request, the Registrant shall furnish to the Commission or its staff a copy of any or all of the documents included in the file.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference

The following documents, which were filed by the Registrant with the Commission pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

(a)On Assignment’s Annual Report on Form 10-K for the year ended December 31, 2006, filed with the Commission on March 16, 2007, containing audited financial statements for each of the years in the three-year period ended December 31, 2006;

(b)On Assignment’s Quarterly Report on Form 10-Q for the period ended March 31, 2007, filed with the Commission on May 10, 2007;

(c)On Assignment’s Current Reports on Form 8-K filed with the Commission on January 5, 2007, January 9, 2007, January 30, 2007, February 6, 2007 and April 4, 2007 and Form 8-K/A filed with the Commission on March 21, 2007 and April 18, 2007; and

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(d)The description of capital stock contained in On Assignment’s Registration Statement on Form S-3 (File No. 333-88034) filed with the Commission on May 25, 2006, including any amendment or report filed for the purpose of updating such description.

In addition, all documents filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Unless expressly indicated, a Current Report furnished to the Commission on Form 8-K pursuant to Item 2.02 or Item 9.01 shall not be incorporated by reference into this Registration Statement.

Item 4.Description of Securities

Not applicable.

Item 5.Interests of Named Experts and Counsel

Not applicable.

Item 6.Indemnification of Directors and Officers

Delaware Law

Section 145 of the Delaware General Corporation Law (the “DGCL”), permits a corporation, under specified circumstances, to indemnify its directors, officers, employees or agents against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties by reason of the fact that they were or are directors, officers, employees or agents of the corporation, if such directors, officers, employees or agents acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reason to believe their conduct was unlawful.  In a derivative action, i.e., one by or in the right of the corporation, indemnification may be made only for expenses actually and reasonably incurred by directors, officers, employees or agents in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant directors, officers, employees or agents are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

Our restated certificate of incorporation, as amended, provides that no director shall be personally liable to us or any of our stockholders for monetary damages resulting from breaches of their fiduciary duty as directors, except to the extent such limitation on or exemption from liability is not permitted

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under the DGCL.  The effect of this provision of our certificate of incorporation is to eliminate our rights and those of our stockholders (through stockholders’ derivative suits on our behalf) to recover monetary damages against a director for breach of the fiduciary duty of care as a director, including breaches resulting from negligent or grossly negligent behavior, except, as restricted by the DGCL:

·for any breach of the director’s duty of loyalty to the Company or its stockholders;

·for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

·in respect of certain unlawful dividend payments or unlawful stock purchases or redemptions; and

·for any transaction from which the director derives an improper personal benefit.

This provision does not limit or eliminate our rights or the rights of any stockholder to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s duty of care.

If the DGCL is amended to authorize corporate action further reducing or limiting the liability of directors, then, in accordance with our certificate of incorporation, the liability of our directors to us or our stockholders will be reduced or limited to the fullest extent authorized by the DGCL, as so amended.  Any repeal or amendment of provisions of our restated certificate of incorporation, as amended, reducing or limiting the liability of directors, whether by our stockholders or by changes in law, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to further reduce or limit the liability of directors on a retroactive basis.

Restated Certificate of Incorporation and Amended and Restated Bylaws

Our restated certificate of incorporation, as amended, provides that we are authorized, to the fullest extent permitted by applicable law, to indemnify our current and former directors or officers (and any other person to which the DGCL permits us to provide indemnification) through provisions in our bylaws, agreements with such directors, officers or other persons, the vote of stockholders or disinterested directors or otherwise, in each case, in excess of the indemnification and advancement rights otherwise permitted by Section 145 of the DGCL, subject only to limits created by applicable Delaware law (including the DGCL and case law), with respect to actions for breach of duty to the Company, its stockholders and others.

Any repeal or modification of provisions of our certificate of incorporation affecting indemnification rights, whether by our stockholders or by changes in law, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing at the time of such repeal or modification with respect to any act or omission occurring prior to such repeal or modification.

The rights to indemnification and advancement of expenses shall not be deemed exclusive of any other rights which any person covered by our certificate of incorporation may have or hereafter acquire under law, our certificate of incorporation, our bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise.

Our amended and restated bylaws provide that we will, to the fullest extent authorized by applicable law, as such laws may be amended and supplemented from time to time, indemnify our current and former agents made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of being an agent of the Company or a predecessor

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company or, at the Company’s request, a director or officer of corporation; provided, however, that the Company shall indemnify any such agent in connection with a proceeding initiated by such agent only if such proceeding was authorized by the board of directors of the Company.  This right of indemnification shall (i) not be deemed exclusive of any other rights to which such indemnified parties may be entitled under any bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) continue as to a person who has ceased to be an agent, and (iii) inure to the benefit of the heirs, executors and administrators of such a person.  Our obligation to provide indemnification under our bylaws shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the Company or any other person.

Our amended and restated bylaws provide that expenses incurred by an agent of the Company in defending a civil or criminal action, suit or proceeding by reason of the fact that he is or was an agent of the Company (or was serving at the Company’s request as a director or officer of another corporation) shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized by relevant sections of the DGCL.  Notwithstanding the foregoing, the Company is not required to advance such expenses to an agent who is a party to an action, suit or proceeding brought by the Company and approved by a majority of the members of the board of directors of the Company which alleges willful misappropriation of corporate assets by such agent, disclosure of confidential information in violation of such agent’s fiduciary or contractual obligations to the Company or any other willful and deliberate breach in bad faith of such agent’s duty to the Company or its stockholders.

The foregoing right to indemnification conferred by our amended and restated bylaws is a contract right between the Company and each agent who serves in such capacity at any time while the bylaws are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

The board of directors, in its discretion, has the power on behalf of the Company to indemnify any person, other than a director, made a party to any action, suit or proceeding by reason of the fact that he or she, his or her testator or intestate, is or was an officer or employee of the Company.

To assure the indemnification under our amended and restated bylaws of all directors, officers and employees who are determined by the Company or otherwise to be or to have been “fiduciaries” of any employee benefit plan of the corporation which may exist from time to time, Section 145 of the DGCL shall, for the purposes of our amended and restated bylaws, be interpreted as follows: (i) an “other enterprise” shall be deemed to include such an employee benefit plan, including, without limitation, any plan of the Company which is governed by the Act of Congress entitled “Employee Retirement Income Security Act of 1974,” as amended from time to time; (ii) the Company shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the Company also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to such Act of Congress shall be deemed “fines.”

Any repeal or modification of provisions of our amended and restated bylaws affecting indemnification rights, whether by our board of directors, stockholders or by changes in applicable law, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or modification.

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Indemnification Agreements

We have entered into indemnification agreements with certain of our directors, officers and certain of our employees and/or agents pursuant to which we have agreed to indemnify and hold harmless such directors, officers, employees and/or agents to the fullest extent authorized or permitted by the DGCL.  In addition, subject to certain exclusions set forth below, we have agreed to indemnify and hold harmless such directors, officers, employees and/or agents against any and all expenses (including attorneys’ fees), witness fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Company) to which such indemnitee is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that such indemnitee is, was or at any time becomes a director, officer, employee or agent of the Company, or is or was serving or at any time serves at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and otherwise to the fullest extent as may be provided under the non-exclusivity provisions of our Amended and Restated Bylaws and the DGCL.

Under these indemnification agreements, we are obligated under certain circumstances to advance expenses to certain of our directors, officers, employees and/or agents, subject to such directors, officers, employees and/or agents being required to repay such advances, if it is ultimately determined by a final and non-appealable judicial decision that such indemnitee was not entitled to such expenses under the DGCL, our amended and restated bylaws, the indemnification agreement or otherwise.  All agreements to indemnify and hold harmless any such director, officer, employee or agent under such an indemnification agreement continues during the period in which such indemnitee is a director, officer, employee or agent of the Company (or is or was serving at the Company’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue so long as such indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative, by reason of the fact that such indemnitee was a director, officer, employee and/or agent of the Company or serving in any other capacity contemplated by the indemnification agreement.

Notwithstanding the foregoing, under these indemnification agreements we are not obligated to indemnify any of such directors, officers, employees and/or agents in connection with any claim made against such indemnitee: (i) except to the extent that the aggregate losses to be indemnified under such indemnification agreements exceeds the sum of such losses for which such indemnitee has been indemnified under any other indemnity provision or pursuant to any directors and officers insurance that we purchase and maintain on their behalf; (ii) in respect to remuneration paid to such indemnitee if it is determined by a final judgment or other final adjudication that such remuneration was in violation of law; (iii) on account of any suit in which judgment is rendered against such indemnitee for an accounting of profits made from the purchase or sale by such indemnitee of our securities pursuant to Section 16(b) of the Exchange Act, or similar provisions of any federal, state or local law; (iv) on account of such indemnitee’s conduct which is finally adjudged to have been knowingly fraudulent or deliberately dishonest, or which constitutes willful misconduct; (v) on account of such indemnitee’s conduct which is the subject of action, suit or proceeding brought by the Company and approved by a majority of our board of directors which alleges willful misappropriation of corporate assets by such indemnitee, disclosure of confidential information in violation of such indemnitee’s fiduciary or contractual obligations or any other willful and deliberate breach in bad faith on such indemnitee’s duty to the Company or its shareholders; (vi) on account of any action, claim or proceeding (other than a successful proceeding by such indemnitee to enforce rights or collect moneys due under his or her indemnification agreement) initiated by such indemnitee unless such action, claim or proceeding was specifically authorized by our

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board of directors; and (vii) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.

Liability Insurance

We provide liability insurance for our current directors and officers.

Item 7.   Exemption From Registration Claimed

Not applicable.

Item 8.   Exhibits

Exhibit	Description
4.1	Specimen Common Stock Certificate (1)
4.2	Rights Agreement dated June 4, 2003, between Registrant and U.S. Stock Transfer Corporation as Rights Agent, which includes the Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of On Assignment, Inc. as Exhibit A, the Summary of Rights to Purchase Series A Junior Participating Preferred Stock as Exhibit B and the Form of Rights Certificate as Exhibit C (2)
5.1*	Opinion of Latham & Watkins LLP
10.1*	On Assignment, Inc. Restated 1987 Stock Option Plan, as amended and restated April 7, 2006
10.2	First Amendment to the On Assignment, Inc. Restated 1987 Stock Option Plan, dated January 23, 2007 (3)
10.3*	Second Amendment to the On Assignment, Inc. Restated 1987 Stock Option Plan, dated April 17, 2007
10.4*	On Assignment, Inc. Employee Stock Purchase Plan, as amended and restated June 18, 2002
10.5*	First Amendment to the On Assignment, Inc. Employee Stock Purchase Plan, dated January 23, 2007
23.1*	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
23.2*	Consent of Deloitte & Touche LLP, Independent Auditor
23.3*	Consent of KPMG LLP, Independent Auditor
23.4*	Consent of Latham & Watkins LLP (included in Exhibit 5.1)
24.1*	Power of Attorney (set forth on the signature page of this Registration Statement)

* Filed herewith.

(1)Incorporated by reference from an exhibit filed with Registrant’s Registration Statement on Form S-1 (File No. 333-50646) declared effective by the Securities and Exchange Commission on September 21, 1992.

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(2)Incorporated by reference from an exhibit filed with Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2003.

(3)   Incorporated by reference from an exhibit filed with Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed with the Securities and Exchange Commission on March 16, 2007.

Item 9.    Undertakings

The undersigned Registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement:

(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)   To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (l)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment 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.

(3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement 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.

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 Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for

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indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a 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.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 20th day of June 2007.

ON ASSIGNMENT, INC.
By:	/s/ Peter T. Dameris
	Peter T. Dameris
	Chief Executive Officer and President

POWER OF ATTORNEY

The undersigned directors and officers of On Assignment, Inc. hereby constitute and appoint Peter T. Dameris and James L. Brill each with full power to act with full power of substitution and resubstitution, as our true and lawful attorneys-in-fact and agents with full power to execute in our name and behalf in the capacities indicated below any and all amendments (including post-effective amendments and amendments thereto) to this Registration Statement and to file the same, with all exhibits and other documents relating thereto and any registration statement relating to any offering made pursuant to this Registration Statement and hereby ratify and confirm all that such attorney-in-fact or his or her substitute shall lawfully do or case to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on June 20, 2007.

Signature	Title
/s/ Peter T. Dameris	Chief Executive Officer (Principal Executive
Peter T. Dameris	Officer), President and Director
/s/ James L. Brill	Senior Vice President and Chief Financial Officer
James L. Brill	(Principal Financial and Accounting Officer)
/s/ Jeremy M. Jones	Director, Chairman of the Board
Jeremy M. Jones
	Director
William E. Brock
/s/ Jonathan S. Holman	Director
Jonathan S. Holman
/s/ Teresa A. Hopp	Director
Teresa A. Hopp

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EXHIBIT INDEX

Exhibit	Description
4.1	Specimen Common Stock Certificate (1)
4.2	Rights Agreement dated June 4, 2003, between Registrant and U.S. Stock Transfer Corporation as Rights Agent, which includes the Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of On Assignment, Inc. as Exhibit A, the Summary of Rights to Purchase Series A Junior Participating Preferred Stock as Exhibit B and the Form of Rights Certificate as Exhibit C (2)
5.1*	Opinion of Latham & Watkins LLP
10.1*	On Assignment, Inc. Restated 1987 Stock Option Plan, as amended and restated April 7, 2006
10.2	First Amendment to the On Assignment, Inc. Restated 1987 Stock Option Plan, dated January 23, 2007 (3)
10.3*	Second Amendment to the On Assignment, Inc. Restated 1987 Stock Option Plan, dated April 17, 2007
10.4*	On Assignment, Inc. Employee Stock Purchase Plan, as amended and restated June 18, 2002
10.5*	First Amendment to the On Assignment, Inc. Employee Stock Purchase Plan, dated January 23, 2007
23.1*	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
23.2*	Consent of Deloitte & Touche LLP, Independent Auditor
23.3*	Consent of KPMG LLP, Independent Auditor
23.4*	Consent of Latham & Watkins LLP (included in Exhibit 5.1)
24.1*	Power of Attorney (set forth on the signature page of this Registration Statement)

* Filed herewith.

(1)Incorporated by reference from an exhibit filed with Registrant’s Registration Statement on Form S-1 (File No. 333-50646) declared effective by the Securities and Exchange Commission on September 21, 1992.

(2)Incorporated by reference from an exhibit filed with Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2003.

(3)Incorporated by reference from an exhibit filed with Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, filed with the Securities and Exchange Commission on March 16, 2007.

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EX-5.1

Exhibit 5.1

	633 West Fifth Street, Suite 4000 Los Angeles, California  90071-2007 Tel: +213.485.1234  Fax: +213.891.8763 www.lw.com
	FIRM / AFFILIATE OFFICES
	Barcelona	New Jersey
	Brussels	New York
	Chicago	Northern Virginia
	Frankfurt	Orange County
	Hamburg	Paris
	Hong Kong	San Diego
June 20, 2007	London	San Francisco
	Los Angeles	Shanghai
	Madrid	Silicon Valley
	Milan	Singapore
On Assignment, Inc.	Moscow	Tokyo
26651 West Agoura Road	Munich	Washington, D.C.
Calabasas, California 91302

Re:Registration Statement on Form S-8 of On Assignment, Inc.; 3,300,000 shares of Common Stock, par value $0.01 per share.

Ladies and Gentlemen:

We have acted as special counsel to On Assignment, Inc., a Delaware corporation (the “Company”), in connection with the registration of an aggregate of 3,300,000 shares of common stock, $0.01 par value per share (the “Shares”) issuable pursuant to the On Assignment, Inc. Restated 1987 Stock Option Plan, as amended and restated on April 6, 2007 and further amended on January 23, 2007 and April 17, 2007, and the On Assignment, Inc. Employee Stock Purchase Plan, as amended and restated on June 18, 2002 and further amended on January 23, 2007 (collectively, the “Plans”), and associated preferred stock purchase rights (the “Rights”) to be issued pursuant to the Rights Agreement dated as of June 4, 2003 between the Company and U.S. Stock Transfer Corporation, as rights agent.  The Shares and associated Rights are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 20, 2007 (the “Registration Statement”).  This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or any related Prospectus, other than as expressly stated herein with respect to the issue of the Shares and the associated Rights.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.  With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.  We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances

contemplated by the Plans and the Rights Agreement, the issue and sale of the Shares and associated Rights will have been duly authorized by all necessary corporate action of the Company, and the Shares and associated Rights will be validly issued, and the Shares will be fully paid and nonassessable.  In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

This letter assumes, with your consent, that the Board of Directors of the Company has acted in accordance with its fiduciary duties in adopting the Rights Agreement, and does not address whether the Board of Directors may be required to redeem or terminate, or take other action with respect to, the Rights in the future based on the facts and circumstances then existing.  Moreover, this letter addresses corporate procedures in connection with the issuance of the Rights associated with the Shares, and not any particular provision of the Rights or the Rights Agreement.  It should be understood that it is not settled whether the invalidity of any particular provision of a rights agreement or of rights issued thereunder would result in invalidating in their entirety such rights.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act.  We consent to your filing this opinion as an exhibit to the Registration Statement.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

Latham & Watkins LLP

EX-10.1

Exhibit 10.1

__________________________________________________________________

ON ASSIGNMENT, INC.

RESTATED 1987 STOCK OPTION PLAN

(As Amended and Restated April 7, 2006)

__________________________________________________________________

TABLE OF CONTENTS

			Page
1.	PURPOSE		1
2.	DEFINITIONS		1
3.	ADMINISTRATION OF THE PLAN		5
	3.1.	Board	5
	3.2.	Committee	5
	3.3.	Terms of Awards	6
	3.4.	Deferral Arrangement	6
	3.5.	No Liability	7
4.	STOCK SUBJECT TO THE PLAN		7
5.	EFFECTIVE DATE, DURATION AND AMENDMENTS		7
	5.1.	Effective Date	7
	5.2.	Term	7
	5.3.	Amendment and Termination of the Plan	7
6.	AWARD ELIGIBILITY AND LIMITATIONS		8
	6.1.	Company or Subsidiary Employees; Service Providers; Other Persons	8
	6.2.	Successive Awards	8
	6.3.	Limitation on Shares of Stock and Cash Subject to Awards	8
	6.4.	Limitations on Incentive Stock Options	8
	6.5.	Stand-Alone, Additional, Tandem, and Substitute Awards	9
7.	AWARD AGREEMENT		9
8.	TERMS AND CONDITIONS OF OPTIONS		9
	8.1.	Option Price	9
	8.2.	Vesting	9
	8.3.	Term	10
	8.4.	Termination of Service	10
	8.5.	Limitations on Exercise of Option	10
	8.6.	Method of Exercise	10
	8.7.	Rights of Holders of Options	10
	8.8.	Delivery of Stock Certificates	11
	8.9.	Book Entry	11
9.	TRANSFERABILITY OF OPTIONS		11
	9.1.	Transferability of Options	11
	9.2.	Family Transfers	11
10.	STOCK APPRECIATION RIGHTS		11
	10.1.	Right to Payment	11
	10.2.	Other Terms	12
11.	RESTRICTED STOCK AND STOCK UNITS		12
	11.1.	Grant of Restricted Stock or Stock Units	12
	11.2.	Restrictions	12
	11.3.	Restricted Stock Certificates	12
	11.4.	Rights of Holders of Restricted Stock	13
	11.5.	Rights of Holders of Stock Units	13
		11.5.1.     Voting and Dividend Rights	13

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		11.5.2.     Creditor’s Rights	13
	11.6.	Termination of Service	13
	11.7.	Purchase of Restricted Stock	13
	11.8.	Delivery of Stock	14
12.	UNRESTRICTED STOCK AWARDS		14
13.	FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK		14
	13.1.	General Rule	14
	13.2.	Surrender of Stock	14
	13.3.	Cashless Exercise	14
	13.4.	Other Forms of Payment	15
14.	DIVIDEND EQUIVALENT RIGHTS		15
	14.1.	Dividend Equivalent Rights	15
	14.2.	Termination of Service	15
15.	PERFORMANCE AND ANNUAL INCENTIVE AWARDS		15
	15.1.	Performance Conditions	15
	15.2.	Performance or Annual Incentive Awards Granted to Designated Covered Employees	16
		15.2.1.     Performance Goals Generally	16
		15.2.2.     Business Criteria	16
		15.2.3.     Timing For Establishing Performance Goals	16
		15.2.4.     Settlement of Performance or Annual Incentive Awards; Other Terms	17
	15.3.	Written Determinations	17
	15.4.	Status of Section 14.2 Awards Under Code Section 162(m)	17
16.	PARACHUTE LIMITATIONS		17
17.	REQUIREMENTS OF LAW		18
	17.1.	General	18
	17.2.	Rule 16b-3	19
18.	EFFECT OF CHANGES IN CAPITALIZATION		19
	18.1.	Changes in Stock	19
	18.2.	Reorganization in Which the Company Is the Surviving Entity Which does not Constitute a Corporate Transaction	19
	18.3.	Corporate Transaction	20
	18.4.	Adjustments	21
	18.5.	No Limitations on Company	21
19.	GENERAL PROVISIONS		21
	19.1.	Disclaimer of Rights	21
	19.2.	Nonexclusivity of the Plan	21
	19.3.	Withholding Taxes	22
	19.4.	Captions	22
	19.5.	Other Provisions	22
	19.6.	Number And Gender	22
	19.7.	Severability	22
	19.8.	Governing Law	23

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ON ASSIGNMENT, INC.

RESTATED 1987 STOCK OPTION PLAN

(As Amended and Restated April 7, 2006)

On Assignment, Inc., a Delaware corporation (the “Company”), sets forth herein the terms of its Restated 1987 Stock Option Plan, as amended and restated April 7, 2006 (the “Plan”), as follows:

1.PURPOSE

The Plan is intended to enhance the Company’s and its Affiliates’ (as defined herein) ability to attract and retain highly qualified officers, directors, key employees, and other persons, and to motivate such officers, directors, key employees, and other persons to serve the Company and its Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such officers, directors, key employees and other persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company.  To this end, the Plan provides for the grant of stock options, stock appreciation rights, restricted stock, unrestricted stock, stock units, dividend equivalent rights and cash awards.  Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals in accordance with the terms hereof.  Options granted under the Plan may be non-qualified stock options or incentive stock options, as provided herein.

2.DEFINITIONS

For purposes of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply:

2.1    “Affiliate” means, with respect to the Company, any company or other trade or business that controls, is controlled by or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary.

2.2    “Annual Incentive Award” means an Award made subject to attainment of performance goals (as described in Section 15) over a performance period of up to one year (the fiscal year, unless otherwise specified by the Committee).

2.3    “Award” means a grant of an Option, Stock Appreciation Right, Restricted Stock, Unrestricted Stock Unit, Dividend Equivalent Right or cash award under the Plan.

2.4    “Award Agreement” means the written agreement between the Company and a Grantee that evidences and sets out the terms and conditions of an Award.

2.5    “Benefit Arrangement” shall have the meaning set forth in Section 16 hereof.

2.6    “Board” means the Board of Directors of the Company.

2.7    “Cause” means, as determined by the Board and unless otherwise provided in an applicable agreement with the Company or an Affiliate, (i) gross negligence or willful misconduct in connection with the performance of duties; (ii) conviction of a criminal offense (other than minor traffic offenses); or (iii) material breach of any term of any employment, consulting or other services, confidentiality, intellectual property or non-competition agreements, if any, between the Service Provider and the Company or an Affiliate.

2.8    “Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.

2.9    “Committee” means a committee of, and designated from time to time by resolution of, the Board, which shall be constituted as provided in Section 3.2.

2.10  “Company” means On Assignment, Inc.

2.11  “Corporate Transaction” means (i) the dissolution or liquidation of the Company or a merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity, (ii) a sale of all or substantially all of the assets of the Company to another person or entity, or (iii) any transaction (including without limitation a merger, consolidation or reorganization in which the Company is the surviving entity) which results in any person or entity (other than persons who are shareholders or Affiliates immediately prior to the transaction) owning 50% or more of the combined voting power of all classes of stock of the Company.

2.12  “Covered Employee” means a Grantee who is a Covered Employee within the meaning of Section 162(m)(3) of the Code.

2.13  “Director” means a member of the Board.

2.14  “Disability” means the Grantee is unable to perform each of the essential duties of such Grantee’s position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less than 12 months; provided, however, that, with respect to rules regarding expiration of an Incentive Stock Option following termination of the Grantee’s Service, Disability shall mean the Grantee is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

2.15  “Dividend Equivalent Right” means a right, granted to a Grantee under Section 14 hereof, to receive cash, Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments.

2.16  “Effective Date” the date the Plan is approved by the Company’s stockholders.

2.17  “Exchange Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.

2.18  “Executive Officer” means an executive officer within the meaning of Rule 3b-7 under the Exchange Act.

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2.19  “Fair Market Value”means the value of a share of Stock, determined as follows:  if on the Grant Date or other determination date the Stock is listed on an established national or regional stock exchange, is admitted to quotation on The Nasdaq Stock Market, Inc. or is publicly traded on an established securities market, the Fair Market Value of a share of Stock shall be the closing price of the Stock on such exchange or in such market (if there is more than one such exchange or market, the Board shall determine the appropriate exchange or market) on the last trading day preceding the Grant Date or such other determination date (or if there is no such reported closing price, the Fair Market Value shall be the mean between the highest bid and lowest asked prices or between the high and low sale prices on such last preceding trading day) or, if no sale of Stock is reported for such trading day, on the next preceding day on which any sale shall have been reported.  If the Stock is not listed on such an exchange, quoted on such system or traded on such a market, Fair Market Value shall be the value of the Stock as determined by the Board in good faith.

2.20  “Family Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of the Grantee, any person sharing the Grantee’s household (other than a tenant or employee), a trust in which any one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which any one or more of these persons (or the Grantee) control the management of assets, and any other entity in which one or more of these persons (or the Grantee) own more than fifty percent of the voting interests.

2.21  “Grant Date” means, as determined by the Board, the latest to occur of (i) the date as of which the Board approves an Award, (ii) the date on which the recipient of an Award first becomes eligible to receive an Award under Section 6 hereof, or (iii) such other date as may be specified by the Board.

2.22  “Grantee” means a person who receives or holds an Award under the Plan.

2.23  “Incentive Stock Option” means an “incentive stock option” within the meaning of Section 422 of the Code, or the corresponding provision of any subsequently enacted tax statute, as amended from time to time.

2.24  “Non-qualified Stock Option” means an Option that is not an Incentive Stock Option.

2.25  “Option” means an option to purchase one or more shares of Stock pursuant to the Plan.

2.26  “Option Price” means the exercise price for each share of Stock subject to an Option.

2.27  “Other Agreement” shall have the meaning set forth in Section 16 hereof.

2.28  “Outside Director” means a member of the Board who is not an officer or employee of the Company.

2.29  “Performance Award” means an Award made subject to the attainment of performance goals (as described in Section 15) over a performance period of up to ten (10) years.

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2.30  “Plan” means this On Assignment, Inc. Restated 1987 Stock Option Plan, as amended and restated April 7, 2006.

2.31  “Purchase Price” means the purchase price for each share of Stock pursuant to a grant of Restricted or Unrestricted Stock.

2.32  “Reporting Person” means a person who is required to file reports under Section 16(a) of the Exchange Act.

2.33  “Restricted Stock” means shares of Stock, awarded to a Grantee pursuant to Section 11 hereof.

2.34  “SAR Exercise Price” means the per share exercise price of an SAR granted to a Grantee under Section 10 hereof.

2.35  “Securities Act” means the Securities Act of 1933, as now in effect or as hereafter amended.

2.36  “Service” means service as a Service Provider to the Company or an Affiliate.  Unless otherwise stated in the applicable Award Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues to be a Service Provider to the Company or an Affiliate.  Subject to the preceding sentence, whether a termination of Service shall have occurred for purposes of the Plan shall be determined by the Board, which determination shall be final, binding and conclusive.

2.37  “Service Provider” means an employee, officer or director of the Company or an Affiliate, or a consultant or adviser currently providing services to the Company or an Affiliate.

2.38  “Stock” means the common stock, par value $.01 per share, of the Company.

2.39  “Stock Appreciation Right” or “SAR” means a right granted to a Grantee under Section 10 hereof.

2.40  “Stock Unit” means a bookkeeping entry representing the equivalent of shares of Stock, awarded to a Grantee pursuant to Section 11 hereof.

2.41  “Subsidiary” means any “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code.

2.42  “Ten Percent Stockholder” means an individual who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Company, its parent or any of its Subsidiaries.  In determining stock ownership, the attribution rules of Section 424(d) of the Code shall be applied.

2.43  “Unrestricted Stock” means shares of Stock awarded to a Grantee pursuant to Section 12 hereof.

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3.ADMINISTRATION OF THE PLAN

3.1.Board

The Board shall have such powers and authorities related to the administration of the Plan as are consistent with the Company’s certificate of incorporation and by-laws and applicable law.  The Board shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Award or any Award Agreement, and shall have full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of the Plan that the Board deems to be necessary or appropriate to the administration of the Plan, any Award or any Award Agreement.  All such actions and determinations shall be by the affirmative vote of a majority of the members of the Board present at a meeting or by unanimous consent of the Board executed in writing in accordance with the Company’s certificate of incorporation and by-laws and applicable law.  The interpretation and construction by the Board of any provision of the Plan, any Award or any Award Agreement shall be final, binding and conclusive.

3.2.Committee

The Board from time to time may delegate to the Committee such powers and authorities related to the administration and implementation of the Plan, as set forth in Section 3.1 above and other applicable provisions, as the Board shall determine, consistent with the certificate of incorporation and by-laws of the Company and applicable law.

(i)        Except as provided in Subsection (ii) and except as the Board may otherwise determine, the Committee, if any, appointed by the Board to administer the Plan shall consist of two or more Outside Directors of the Company who: (a) qualify as “outside directors” within the meaning of Section 162(m) of the Code and (b) meet such other requirements as may be established from time to time by the Securities and Exchange Commission for plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act.

(ii)       The Board or the Committee may also appoint one or more separate committees of the Board, each composed of one or more directors of the Company who need not be Outside Directors, who may administer the Plan with respect to employees or other Service Providers who are not officers or directors of the Company, may grant Awards under the Plan to such employees or other Service Providers, and may determine all terms of such Awards.

In the event that the Plan, any Award or any Award Agreement entered into hereunder provides for any action to be taken by or determination to be made by the Board, such action may be taken or such determination may be made by the Committee if the power and authority to do so has been delegated to the Committee by the Board as provided for in this Section.  All such actions and determinations shall be by the affirmative vote of a majority of the members of the Committee present at a meeting or by unanimous consent of the Committee executed in writing in accordance with the Company’s certificate of incorporation and by-laws and applicable law.  Unless otherwise expressly determined by the Board, any such action or determination by the Committee shall be final, binding and conclusive.

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3.3.Terms of Awards

Subject to the other terms and conditions of the Plan, the Board shall have full and final authority to:

(i)     designate Grantees,

(ii)    determine the type or types of Awards to be made to a Grantee,

(iii)   determine the number of shares of Stock to be subject to an Award,

(iv)   establish the terms and conditions of each Award (including, but not limited to, the exercise price of any Option, the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of an Award or the shares of Stock subject thereto, and any terms or conditions that may be necessary to qualify Options as Incentive Stock Options),

(v)    prescribe the form of each Award Agreement evidencing an Award, and

(vi)   amend, modify, or supplement the terms of any outstanding Award.  Such authority specifically includes the authority, in order to effectuate the purposes of the Plan but without amending the Plan, to modify Awards to eligible individuals who are foreign nationals or are individuals who are employed outside the United States to recognize differences in local law, tax policy, or custom; provided, however, such authority does not include the authority to decrease the Option Price of any Option after the date of grant except for adjustments pursuant to Section 18.

Subject to the terms and conditions of the Plan, any such new Award shall be upon such terms and conditions as are specified by the Board at the time the new Award is made.  The Board shall have the right, in its discretion, to make Awards in substitution or exchange for any other award under the plan of any business entity to be acquired by the Company or an Affiliate.  The Company may retain the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee on account of actions taken by the Grantee in violation or breach of or in conflict with any employment agreement, non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof or otherwise in competition with the Company or any Affiliate thereof, to the extent specified in such Award Agreement applicable to the Grantee.  Furthermore, except to the extent otherwise provided in an agreement or contract with a Grantee, the Company may annul an Award if the Grantee is an employee of the Company or an Affiliate thereof and is terminated for Cause as defined in the applicable Award Agreement or the Plan, as applicable. The grant of any Award may be contingent upon the Grantee executing the appropriate Award Agreement.

3.4.Deferral Arrangement

The Board may permit the deferral of any award payment into a deferred compensation arrangement, subject to such rules and procedures as it may establish, which may include

6

provisions for the payment or crediting of interest or dividend equivalents, including converting such credits into deferred Stock equivalents and restricting deferrals to comply with hardship distribution rules affecting 401(k) plans.

3.5.No Liability

No member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award or Award Agreement.

4.STOCK SUBJECT TO THE PLAN

Subject to adjustment as provided in Section 18 hereof, the number of shares of Stock available for issuance under the Plan shall be 11,000,000.  Stock issued or to be issued under the Plan shall be authorized but unissued shares or treasury shares.  If any shares covered by an Award are not purchased or are forfeited, or if an Award otherwise terminates without delivery of any Stock subject thereto, then the number of shares of Stock counted against the aggregate number of shares available under the Plan with respect to such Award shall, to the extent of any such forfeiture or termination, again be available for making Awards under the Plan.  If the Option Price of any Option granted under the Plan, or if pursuant to Section 19.3 the withholding obligation of any Grantee with respect to an Option, is satisfied by tendering shares of Stock to the Company (by either actual delivery or by attestation) or by withholding shares of Stock, only the number of shares of Stock issued net of the shares of Stock tendered or withheld shall be deemed issued for purposes of determining the maximum number of shares of Stock available for issuance under the Plan.

5.EFFECTIVE DATE, DURATION AND AMENDMENTS

5.1.Effective Date

The Plan shall be effective as of the Effective Date.  If the stockholders fail to approve the Plan within one year after the adoption of the Plan by the Board, the Plan shall be null and void and of no effect.

Outstanding options granted prior to the Effective Date of this amendment and restatement will be subject to the Plan terms that were in effect as of the date such options were granted.

5.2.Term

The Plan shall terminate automatically ten (10) years after the Effective Date and may be terminated on any earlier date as provided in Section 5.3.

5.3.Amendment and Termination of the Plan

The Board may, at any time and from time to time, amend, suspend, or terminate the Plan as to any shares of Stock as to which Awards have not been made.  An amendment shall be contingent on approval of the Company’s stockholders to the extent stated by the Board, required by law or required by applicable stock exchange listing requirements.  No Awards shall be made after termination of the Plan.  No amendment, suspension, or termination of the Plan shall, without

7

the consent of the Grantee, impair rights or obligations under any Award theretofore awarded under the Plan.

6.AWARD eligibility AND LIMITATIONS

6.1.Company or Subsidiary Employees; Service Providers; Other Persons

Subject to this Section 6, Awards may be made under the Plan to: (i)  any Service Provider to, the Company or of any Affiliate, including any such Service Provider who is an officer or director of the Company, or of any Affiliate, as the Board shall determine and designate from time to time, (ii) any Outside Director, and (iii) any other individual whose participation in the Plan is determined to be in the best interests of the Company by the Board.

6.2.Successive Awards

An eligible person as described in Section 6.1 may receive more than one Award, subject to such restrictions as are provided herein.

6.3.Limitation on Shares of Stock and Cash Subject to Awards

During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act:

(i) the maximum number of shares of Stock subject to Options that can be awarded under the Plan to any person eligible for an Award under Section 6 hereof is 500,000 per year;

(ii) the maximum number of shares that can be awarded under the Plan, other than pursuant to an Option to any person eligible for an Award under Section 6 hereof is 200,000 per year; and

(iii) the maximum amount that may be earned as an Annual Incentive Award or other cash Award in any fiscal year by any one Grantee shall be $1,000,000 and the maximum amount that may be earned as a Performance Award or other cash Award in respect of a performance period by any one Grantee shall be $3,000,000.

The preceding limitations in this Section 6.3 are subject to adjustment as provided in Section 18 hereof.

6.4.Limitations on Incentive Stock Options

An Option shall constitute an Incentive Stock Option only (i) if the Grantee of such Option is an employee of the Company or any Subsidiary of the Company; (ii) to the extent specifically provided in the related Award Agreement; and (iii) to the extent that the aggregate Fair Market Value (determined at the time the Option is granted) of the shares of Stock with respect to which all Incentive Stock Options held by such Grantee become exercisable for the first time during any calendar year (under the Plan and all other plans of the Grantee’s employer and its Affiliates) does not exceed $100,000.  This limitation shall be applied by taking Options into account in the order in which they were granted.

8

6.5.Stand-Alone, Additional, Tandem, and Substitute Awards

Awards granted under the Plan may, in the discretion of the Board, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under the plan of any business entity to be acquired by the Company or an Affiliate, or any other right of a Grantee to receive payment from the Company or any Affiliate.  Such additional, tandem, and substitute or exchange Awards may be granted at any time.  If an Award is granted in substitution or exchange for another Award, the Board shall require the surrender of such other Award in consideration for the grant of the new Award.  Notwithstanding the foregoing, an outstanding Option granted under the Plan may not be surrendered to the Company as consideration for the grant of a new Option with a lower exercise price.  In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company or any Affiliate, in which the value of Stock subject to the Award is equivalent in value to the cash compensation (for example, Stock Units or Restricted Stock), or in which the Option Price, grant price or purchase price of the Award in the nature of a right that may be exercised is equal to the Fair Market Value of the underlying Stock minus the value of the cash compensation surrendered (for example, Options granted with an Option Price “discounted” by the amount of the cash compensation surrendered).

7.AWARD AGREEMENT

Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, in such form or forms as the Board shall from time to time determine.  Award Agreements granted from time to time or at the same time need not be uniform among all Awards issued pursuant to the Plan, and may reflect distinctions among Awards but shall not be inconsistent with the terms of the Plan.  Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Non-qualified Stock Options or Incentive Stock Options, and in the absence of such specification such options shall be deemed Non-qualified Stock Options.

8.TERMS AND CONDITIONS OF OPTIONS

8.1.Option Price

The Option Price of each Option shall be fixed by the Board and stated in the Award Agreement evidencing such Option.  The Option Price of each Option shall be at least the Fair Market Value on the Grant Date of a share of Stock; provided, however, that in the event that a Grantee is a Ten Percent Stockholder, the Option Price of an Option granted to such Grantee that is intended to be an Incentive Stock Option shall be not less than 110 percent of the Fair Market Value of a share of Stock on the Grant Date.  In no case shall the Option Price of any Option be less than the par value of a share of Stock.

8.2.Vesting

Subject to Sections 8.3 and 18.3 hereof, each Option granted under the Plan shall become exercisable at such times and under such conditions as shall be determined by the Board and stated in the Award Agreement.  For purposes of this Section 8.2, fractional numbers of shares of Stock subject to an Option shall be rounded down to the next nearest whole number. The Board may provide, for example, in the Award Agreement for (i) accelerated exercisability of some or all of the Option in the event the Grantee’s Service terminates on account of death, Disability or another event, (ii) expiration of the Option prior to its term in the event of the termination of the Grantee’s Service, or (iii) immediate forfeiture of the Option in the event the Grantee’s Service is terminated for Cause subject to the terms of any employment

9

agreement.  No Option shall be exercisable in whole or in part prior to the date the Plan is approved by the Stockholders of the Company as provided in Section 5.1 hereof.

8.3.Term

Each Option granted under the Plan shall terminate, and all rights to purchase shares of Stock thereunder shall cease, upon the expiration of ten years from the date such Option is granted, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Board and stated in the Award Agreement relating to such Option (the “Termination Date”); provided, however, that in the event that the Grantee is a Ten Percent Stockholder, an Option granted to such Grantee that is intended to be an Incentive Stock Option shall not be exercisable after the expiration of five years from its Grant Date.

8.4.Termination of Service

Each Award Agreement shall set forth the extent to which the Grantee shall have the right to exercise the Option following termination of the Grantee’s Service.  Such provisions shall be determined in the sole discretion of the Board.

8.5.Limitations on Exercise of Option

Notwithstanding any other provision of the Plan, in no event may any Option be exercised, in whole or in part, prior to the date the Plan is approved by the stockholders of the Company as provided herein, or after ten years following the Grant Date, or after the occurrence of an event referred to in Section 18 hereof which results in termination of the Option.

8.6.Method of Exercise

An Option that is exercisable shall be exercised by the Grantee’s delivery to the Company of written notice of exercise on any business day, at the Company’s principal office, on the form specified by the Company or as otherwise permitted.  Such notice shall specify the number of shares of Stock with respect to which the Option is being exercised and shall be accompanied by payment in full of the Option Price of the shares for which the Option is being exercised.  The minimum number of shares of Stock with respect to which an Option may be exercised, in whole or in part, at any time shall be the lesser of (i) 100 shares or such lesser number set forth in the applicable Award Agreement and (ii) the maximum number of shares available for purchase under the Option at the time of exercise.

8.7.Rights of Holders of Options

Unless otherwise stated in the applicable Award Agreement, an individual holding or exercising an Option shall have none of the rights of a stockholder (for example, the right to receive cash or dividend payments or distributions attributable to the subject shares of Stock or to direct the voting of the subject shares of Stock ) until the shares of Stock covered thereby are fully paid and issued to him.  Except as provided in Section 18 hereof, no adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date of such issuance.

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8.8.Delivery of Stock Certificates

Promptly after the exercise of an Option by a Grantee and the payment in full of the Option Price, such Grantee shall be entitled to the issuance of a stock certificate or certificates evidencing his or her ownership of the shares of Stock subject to the Option.

8.9.Book Entry

Notwithstanding any other provision of the Plan to the contrary, the Company may, in its discretion, use the book entry method for recording stock issuances in lieu of issuing stock certificates.

9.TRANSFERABILITY OF OPTIONS

9.1.Transferability of Options

Except as provided in Section 9.2, during the lifetime of a Grantee, only the Grantee (or, in the event of legal incapacity or incompetency, the Grantee’s guardian or legal representative) may exercise an Option.  Except as provided in Section 9.2, no Option shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.

9.2.Family Transfers

Unless otherwise provided in the applicable Award Agreement, a Grantee may transfer, not for value, all or part of an Option which is not an Incentive Stock Option to any Family Member.  For the purpose of this Section 9.2, a “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) a transfer to an entity in which more than fifty percent of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in that entity.  Following a transfer under this Section 9.2, any such Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer.  Subsequent transfers of transferred Options are prohibited except to Family Members of the original Grantee in accordance with this Section 9.2 or by will or the laws of descent and distribution.  The events of termination of Service of Section 8.4 hereof shall continue to be applied with respect to the original Grantee, following which the Option shall be exercisable by the transferee only to the extent, and for the periods specified, in Section 8.4.

10.Stock Appreciation Rights

10.1.Right to Payment

A SAR shall confer on the Grantee to whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one share of Stock on the date of exercise over (B) the grant price of the SAR as determined by the Board.  The Award Agreement for an SAR shall specify the grant price of the SAR, which may be fixed at the Fair Market Value of a share of Stock on the date of grant or may vary in accordance with a predetermined formula while the SAR is outstanding.

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10.2.Other Terms

The Board shall determine at the date of grant or thereafter, the time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the time or times at which SARs shall cease to be or become exercisable following termination of Service or upon other conditions, the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Stock will be delivered or deemed to be delivered to Grantees, whether or not a SAR shall be in tandem or in combination with any other Award, and any other terms and conditions of any SAR.

11.RESTRICTED STOCK AND STOCK UNITS

11.1.Grant of Restricted Stock or Stock Units

The Board is authorized to grant Restricted Stock or Stock Units to Grantees, subject to such restrictions, conditions and other terms, if any, as the Board may determine.  Awards of Restricted Stock may be made for no consideration (other than par value of the shares which is deemed paid by Services already rendered).

11.2.Restrictions

At the time a grant of Restricted Stock or Stock Units is made, the Board may, in its sole discretion, establish a period of time (a “restricted period”) applicable to such Restricted Stock or Stock Units.  Each Award of Restricted Stock or Stock Units may be subject to a different restricted period.  The Board may, in its sole discretion, at the time a grant of Restricted Stock or Stock Units is made, prescribe restrictions in addition to or other than the expiration of the restricted period, including the satisfaction of corporate or individual performance objectives, which may be applicable to all or any portion of the Restricted Stock or Stock Units in accordance with Section 15.1 and 15.2.  Neither Restricted Stock nor Stock Units may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the restricted period or prior to the satisfaction of any other restrictions prescribed by the Board with respect to such Restricted Stock or Stock Units.

11.3.Restricted Stock Certificates

The Company shall issue, in the name of each Grantee to whom Restricted Stock has been granted, stock certificates representing the total number of shares of Restricted Stock granted to the Grantee, as soon as reasonably practicable after the Grant Date or issue such Restricted Stock by the book entry method.  The Board may provide in an Award Agreement that either (i)  the Secretary of the Company shall hold such certificates for the Grantee’s benefit until such time as the Restricted Stock is forfeited to the Company or the restrictions lapse, or (ii)  such certificates shall be delivered to the Grantee, provided, however, that such certificates shall bear a legend or legends that comply with the applicable securities laws and regulations and makes appropriate reference to the restrictions imposed under the Plan and the Award Agreement.

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11.4.Rights of Holders of Restricted Stock

Unless the Board otherwise provides in an Award Agreement, holders of Restricted Stock shall have the right to vote such Stock and the right to receive any dividends or other distributions declared or paid with respect to such Stock.  The Board may provide that any dividends paid on Restricted Stock must be reinvested in shares of Stock, which may or may not be subject to the same vesting conditions and restrictions applicable to such Restricted Stock.  All non-cash distributions, if any, received by a Grantee with respect to Restricted Stock as a result of any stock split, stock dividend, combination of shares, or other similar transaction shall be subject to the restrictions applicable to the original Grant.

11.5.Rights of Holders of Stock Units

11.5.1.  Voting and Dividend Rights

Unless the Board otherwise provides in an Award Agreement, holders of Stock Units shall have no rights as stockholders of the Company.  The Board may provide in an Award Agreement evidencing a grant of Stock Units that the holder of such Stock Units shall be entitled to receive, upon the Company’s payment of a cash dividend on its outstanding Stock, a cash payment for each Stock Unit held equal to the per-share dividend paid on the Stock.  Such Award Agreement may also provide that such cash payment will be deemed reinvested in additional Stock Units at a price per unit equal to the Fair Market Value of a share of Stock on the date that such dividend is paid.

11.5.2.  Creditor’s Rights

A holder of Stock Units shall have no rights other than those of a general creditor of the Company.  Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award Agreement.

11.6.Termination of Service

Unless the Board otherwise provides in an Award Agreement or in writing after the Award Agreement is issued, upon the termination of a Grantee’s Service, any Restricted Stock or Stock Units held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited.  Upon forfeiture of Restricted Stock or Stock Units, the Grantee shall have no further rights with respect to such Award, including but not limited to any right to vote Restricted Stock or any right to receive dividends or other distributions with respect to shares of Restricted Stock or Stock Units.

11.7.Purchase of Restricted Stock

The Grantee shall be required, to the extent required by applicable law, to purchase the Restricted Stock from the Company at a Purchase Price equal to the greater of (i) the aggregate par value of the shares of Stock represented by such Restricted Stock or (ii) the Purchase Price, if any, specified in the Award Agreement relating to such Restricted Stock.  The Purchase Price shall be payable in a form described in Section 13 or, in the discretion of the Board, in consideration for past and future Services rendered to the Company or an Affiliate.

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11.8.Delivery of Stock

Upon the expiration or termination of any restricted period and the satisfaction of any other conditions prescribed by the Board, the restrictions applicable to shares of Restricted Stock or Stock Units settled in Stock shall lapse, and, unless otherwise provided in the Award Agreement, a stock certificate for such shares shall be delivered, free of all such restrictions, to the Grantee or the Grantee’s beneficiary or estate, as the case may be.  If the restricted period has not yet expired or terminated as to all of the shares of Restricted Stock covered by a certificate for the Restricted Stock that has previously been delivered to the Grantee, as provided in Section 11.3, a new certificate for the remaining shares of Restricted Stock shall be delivered to the Grantee which certificate shall bear a legend or legends that comply with the applicable securities laws and regulations and makes appropriate reference to the restrictions imposed under the Plan and the Award Agreement.

12.UNRESTRICTED STOCK AWARDS

The Board may, in its sole discretion, grant (or sell at par value or such other higher purchase price determined by the Board) an Unrestricted Stock Award to any Grantee pursuant to which such Grantee may receive shares of Stock free of any restrictions (“Unrestricted Stock”) under the Plan.  Unrestricted Stock Awards may be granted or sold as described in the preceding sentence in respect of past services or other valid consideration, or in lieu of, or in addition to, any cash compensation due to such Grantee.

13.FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK

13.1.General Rule

Payment of the Option Price for the shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock shall be made in cash or in cash equivalents acceptable to the Company.

13.2.Surrender of Stock

To the extent the Award Agreement so provides, payment of the Option Price for shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock may be made all or in part through the tender to the Company of shares of Stock (by either actual delivery or by attestation), which shares, if acquired from the Company, shall have been held for at least six months at the time of tender and which shall be valued, for purposes of determining the extent to which the Option Price or Purchase Price has been paid thereby, at their Fair Market Value.

13.3.Cashless Exercise

With respect to an Option only (and not with respect to Restricted Stock), to the extent the Award Agreement so provides, and subject to other restrictions the Company may impose on the sale of Stock, payment of the Option Price for shares purchased pursuant to the exercise of an Option may be made all or in part by delivery (on a form acceptable to the Board) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the sales proceeds to the Company in payment of the Option

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Price and any withholding taxes described in Section 19.3.  Executive Officers and Directors will not be permitted to use the cashless method of exercise described in this paragraph without the express prior consent of the Company and only to the extent permitted by law.

13.4.Other Forms of Payment

To the extent the Award Agreement so provides or as otherwise agreed by the Board, payment of the Option Price for shares purchased pursuant to exercise of an Option or the Purchase Price for Restricted Stock may be made in any other form that is consistent with applicable laws, regulations and rules.

14.DIVIDEND EQUIVALENT RIGHTS

14.1.Dividend Equivalent Rights

A Dividend Equivalent Right is an Award entitling the recipient to receive credits based on cash distributions that would have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by the recipient.  A Dividend Equivalent Right may be granted hereunder to any Grantee as a component of another Award or as a freestanding award.  The terms and conditions of Dividend Equivalent Rights shall be specified in the grant.  Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents.  Any such reinvestment shall be at Fair Market Value on the date of reinvestment.  Dividend Equivalent Rights may be settled in cash or Stock or a combination thereof, in a single installment or installments, all determined in the sole discretion of the Board.  A Dividend Equivalent Right granted as a component of another Award may provide that such Dividend Equivalent Right shall be settled upon exercise, settlement, or payment of, or lapse of restrictions on, such other award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other award.  A Dividend Equivalent Right granted as a component of another Award may also contain terms and conditions different from such other award.

14.2.Termination of Service

Except as may otherwise be provided by the Board either in the Award Agreement or in writing after the Award Agreement is issued, a Grantee’s rights in all Dividend Equivalent Rights or interest equivalents shall automatically terminate upon the Grantee’s termination of Service for any reason.

15.PERFORMANCE AND ANNUAL INCENTIVE AWARDS

15.1.Performance Conditions

The right of a Grantee to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Board.  The Board may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce the amounts payable under any Award subject to performance conditions, except as limited under Sections 15.2 hereof in the case of a Performance Award or Annual Incentive Award intended to qualify under Code Section 162(m).  If and to the extent required under Code Section 162(m), any power or authority relating to a Performance Award or Annual

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Incentive Award intended to qualify under Code Section 162(m), shall be exercised by the Committee and not the Board.

15.2.Performance or Annual Incentive Awards Granted to Designated Covered Employees

If and to the extent that the Committee determines that a Performance or Annual Incentive Award to be granted to a Grantee who is designated by the Committee as likely to be a Covered Employee should qualify as “performance-based compensation” for purposes of Code Section 162(m), the grant, exercise and/or settlement of such Performance or Annual Incentive Award shall be contingent upon achievement of pre-established performance goals and other terms set forth in this Section 15.2.

15.2.1.Performance Goals Generally

The performance goals for such Performance or Annual Incentive Awards shall consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section 15.2.  Performance goals shall be objective and shall otherwise meet the requirements of Code Section 162(m) and regulations thereunder including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially uncertain.”  The Committee may determine that such Performance or Annual Incentive Awards shall be granted, exercised and/or settled upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition to grant, exercise and/or settlement of such Performance or Annual Incentive Awards.  Performance goals may differ for Performance or Annual Incentive Awards granted to any one Grantee or to different Grantees.

15.2.2.Business Criteria

One or more of the following business criteria for the Company, on a consolidated basis, and/or specified subsidiaries or business units of the Company (except with respect to the total stockholder return and earnings per share criteria), shall be used exclusively by the Committee in establishing performance goals for such Performance or Annual Incentive Awards: (1) total stockholder return; (2) such total stockholder return as compared to total return (on a comparable basis) of a publicly available index such as, but not limited to, the Standard & Poor’s 500 Stock Index; (3) net income; (4) pretax earnings; (5) earnings before interest expense, taxes, depreciation and amortization; (6) pretax operating earnings after interest expense and before bonuses and extraordinary or special items; (7) operating margin; (8) earnings per share; (9) return on equity; (10) return on capital; (11) return on investment; (12) operating earnings; (13) working capital; (14) ratio of debt to stockholders’ equity and (15) revenue.

15.2.3.Timing For Establishing Performance Goals

Performance goals shall be established not later than 90 days after the beginning of any performance period applicable to such Performance or Annual Incentive Awards, or at such other date as may be required or permitted for “performance-based compensation” under Code Section 162(m).

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15.2.4.Settlement of Performance or Annual Incentive Awards; Other Terms

Settlement of such Performance or Annual Incentive Awards shall be in Stock, other Awards or other property, in the discretion of the Committee.  The Committee may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with such Performance or Annual Incentive Awards.  The Committee shall specify the circumstances in which such Performance or Annual Incentive Awards shall be paid or forfeited in the event of termination of Service by the Grantee prior to the end of a performance period or settlement of Performance Awards.

15.3.Written Determinations

All determinations by the Committee as to the establishment of performance goals, the amount of any Performance Award pool or potential individual Performance Awards and as to the achievement of performance goals relating to Performance Awards, and the amount of any or potential individual Annual Incentive Awards and the amount of final Annual Incentive Awards, shall be made in writing in the case of any Award intended to qualify under Code Section 162(m).  To the extent required to comply with Code Section 162(m), the Committee may delegate any responsibility relating to such Performance Awards or Annual Incentive Awards.

15.4.Status of Section 14.2 Awards Under Code Section 162(m)

It is the intent of the Company that Performance Awards and Annual Incentive Awards under Section 15.2 hereof granted to persons who are designated by the Committee as likely to be Covered Employees within the meaning of Code Section 162(m) and regulations thereunder shall, if so designated by the Committee, constitute “qualified performance-based compensation” within the meaning of Code Section 162(m) and regulations thereunder.  Accordingly, the terms of Section 15.2, including the definitions of Covered Employee and other terms used therein, shall be interpreted in a manner consistent with Code Section 162(m) and regulations thereunder.  The foregoing notwithstanding, because the Committee cannot determine with certainty whether a given Grantee will be a Covered Employee with respect to a fiscal year that has not yet been completed, the term Covered Employee as used herein shall mean only a person designated by the Committee, at the time of grant of Performance Awards or an Annual Incentive Award, as likely to be a Covered Employee with respect to that fiscal year.  If any provision of the Plan or any agreement relating to such Performance Awards or Annual Incentive Awards does not comply or is inconsistent with the requirements of Code Section 162(m) or regulations thereunder, such provision shall be construed or deemed amended to the extent necessary to conform to such requirements.

16.PARACHUTE LIMITATIONS

Notwithstanding any other provision of this Plan or of any other agreement, contract, or understanding heretofore or hereafter entered into by a Grantee with the Company or any Affiliate, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this paragraph (an “Other Agreement”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Grantee (including groups or classes of Grantees or beneficiaries of which the Grantee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Grantee (a “Benefit Arrangement”), if the Grantee is a “disqualified individual,” as

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defined in Section 280G(c) of the Code, any Option, Restricted Stock or Stock Unit held by that Grantee and any right to receive any payment or other benefit under this Plan shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Grantee under this Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Grantee under this Plan to be considered a “parachute payment” within the meaning of Section 280G(b)(2) of the Code as then in effect (a “Parachute Payment”) and (ii) if, as a result of receiving a Parachute Payment, the aggregate after-tax amounts received by the Grantee from the Company under this Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Grantee without causing any such payment or benefit to be considered a Parachute Payment.  In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Plan, in conjunction with all other rights, payments, or benefits to or for the Grantee under any Other Agreement or any Benefit Arrangement would cause the Grantee to be considered to have received a Parachute Payment under this Plan that would have the effect of decreasing the after-tax amount received by the Grantee as described in clause (ii) of the preceding sentence, then the Grantee shall have the right, in the Grantee’s sole discretion, to designate those rights, payments, or benefits under this Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Grantee under this Plan be deemed to be a Parachute Payment.

17.REQUIREMENTS OF LAW

17.1.General

The Company shall not be required to sell or issue any shares of Stock under any Award if the sale or issuance of such shares would constitute a violation by the Grantee, any other individual exercising an Option, or the Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations.  If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of any shares  subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of Stock may be issued or sold to the Grantee or any other individual exercising an Option pursuant to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award.  Specifically, in connection with the Securities Act, upon the exercise of any Option or the delivery of any shares of Stock underlying an Award, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by such Award, the Company shall not be required to sell or issue such shares unless the Board has received evidence satisfactory to it that the Grantee or any other individual exercising an Option may acquire such shares pursuant to an exemption from registration under the Securities Act.  Any determination in this connection by the Board shall be final, binding, and conclusive.  The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act.  The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or the issuance of shares of Stock pursuant to the Plan to comply with any law or regulation of any governmental authority.  As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply)

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shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.

17.2.Rule 16b-3

During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards pursuant to the Plan and the exercise of Options granted hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act.  To the extent that any provision of the Plan or action by the Board does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan.  In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.

18.EFFECT OF CHANGES IN CAPITALIZATION

18.1.Changes in Stock

If the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares, effected in all such cases, without receipt of consideration by the Company occurring after the Effective Date, the number and kinds of shares for which grants of Options and other Awards may be made under the Plan shall be adjusted proportionately and accordingly by the Company.  In addition, the number and kind of shares for which Awards are outstanding shall be adjusted proportionately and accordingly so that the proportionate interest of the Grantee immediately following such event shall, to the extent practicable, be the same as immediately before such event.  Any such adjustment in outstanding Options or SARs shall not change the aggregate Option Price or SAR Exercise Price payable with respect to shares that are subject to the unexercised portion of an outstanding Option or SAR, as applicable, but shall include a corresponding proportionate adjustment in the Option Price or SAR Exercise Price per share.  The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration.   Notwithstanding the foregoing, in the event of any distribution to the Company’s stockholders of securities of any other entity or other assets (other than dividends payable in cash or stock of the Company) without receipt of consideration by the Company, the Company may, in such manner as the Company deems appropriate, adjust (i) the number and kind of shares subject to outstanding Awards and/or (ii) the exercise price of outstanding Options and Stock Appreciation Rights to reflect such distribution.

18.2.Reorganization in Which the Company Is the Surviving Entity Which does not Constitute a Corporate Transaction

Subject to Section 18.3 hereof, if the Company shall be the surviving entity in any reorganization, merger, or consolidation of the Company with one or more other entities which does not constitute a Corporate Transaction, any Option or SAR theretofore granted pursuant to the Plan shall pertain to and apply to the securities to which a holder of the number of shares of

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Stock subject to such Option or SAR would have been entitled immediately following such reorganization, merger, or consolidation, with a corresponding proportionate adjustment of the Option Price or SAR Exercise Price per share so that the aggregate Option Price or SAR Exercise Price thereafter shall be the same as the aggregate Option Price or SAR Exercise Price of the shares remaining subject to the Option or SAR immediately prior to such reorganization, merger, or consolidation.  Subject to any contrary language in an Award Agreement evidencing an Award, any restrictions applicable to such Award shall apply as well to any replacement shares received by the Grantee as a result of the reorganization, merger or consolidation.

18.3.Corporate Transaction

Subject to the exceptions set forth in the last sentence of this Section 18.3 and the last sentence of Section 18.4:

(i) upon the occurrence of a Corporate Transaction, all outstanding shares of Restricted Stock shall be deemed to have vested, and all restrictions and conditions applicable to such shares of Restricted Stock shall be deemed to have lapsed, immediately prior to the occurrence of such Corporate Transaction, and

(ii) either of the following two actions shall be taken:

(A) prior to the scheduled consummation of a Corporate Transaction, all Options and SARs outstanding hereunder shall become immediately exercisable and shall remain exercisable for such reasonable period of time as the Board determines, or

(B) the Board may elect, in its sole discretion, to cancel any outstanding Awards of Options, Restricted Stock, and/or SARs and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or securities having a value (as determined by the Board acting in good faith), in the case of Restricted Stock, equal to the formula or fixed price per share paid to holders of shares of Stock and, in the case of Options or SARs, equal to the product of the number of shares of Stock subject to the Option or SAR (the “Award Shares”) multiplied by the amount, if any, by which (I) the formula or fixed price per share paid to holders of shares of Stock pursuant to such transaction exceeds (II) the Option Price or SAR Exercise Price applicable to such Award Shares.

With respect to the Company’s establishment of an exercise window, (i) any exercise of an Option or SAR during such period shall be conditioned upon the consummation of the event and shall be effective only immediately before the consummation of the event, and (ii) upon consummation of any Corporate Transaction the Plan, and all outstanding but unexercised Options and SARs shall terminate.  The Board shall send written notice of an event that will result in such a termination to all individuals who hold Options and SARs not later than the time at which the Company gives notice thereof to its stockholders.  This Section 18.3 shall not apply to any Corporate Transaction to the extent that provision is made in writing in connection with such Corporate Transaction for the assumption or continuation of the Options, SARs and Restricted Stock theretofore granted, or for the substitution for such Options, SARs and Restricted Stock for new common stock options and stock appreciation rights and new common stock restricted stock relating to the stock of a successor entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number of shares and option and stock appreciation right exercise prices, in

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which event the Plan, Options, SARs and Restricted Stock theretofore granted shall continue in the manner and under the terms so provided.

18.4.Adjustments

Adjustments under this Section 18 related to shares of Stock or securities of the Company shall be made by the Board, whose determination in that respect shall be final, binding and conclusive.  No fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share. The Board shall determine the effect of a Corporate Transaction upon Awards other than Options, SARs, and Restricted Stock, and such effect shall be set forth in the appropriate Award Agreement.  The Board may provide in the Award Agreements at the time of grant, or any time thereafter with the consent of the Grantee, for different provisions to apply to an Award in place of those described in Sections 18.1, 18.2 and 18.3.

18.5.No Limitations on Company

The making of Awards pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets.

19.GENERAL PROVISIONS

19.1.Disclaimer of Rights

No provision in the Plan or in any Award or Award Agreement shall be construed to confer upon any individual the right to remain in the employ or service of the Company or any Affiliate, or to interfere in any way with any contractual or other right or authority of the Company either to increase or decrease the compensation or other payments to any individual at any time, or to terminate any employment or other relationship between any individual and the Company.  In addition, notwithstanding anything contained in the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, no Award granted under the Plan shall be affected by any change of duties or position of the Grantee, so long as such Grantee continues to be a director, officer, consultant or employee of the Company or an Affiliate.  The obligation of the Company to pay any benefits pursuant to this Plan shall be interpreted as a contractual obligation to pay only those amounts described herein, in the manner and under the conditions prescribed herein.  The Plan shall in no way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or beneficiary under the terms of the Plan.

19.2.Nonexclusivity of the Plan

Neither the adoption of the Plan nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular

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individual or particular individuals) as the Board in its discretion determines desirable, including, without limitation, the granting of stock options otherwise than under the Plan.

19.3.Withholding Taxes

The Company or an Affiliate, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any Federal, state, or local taxes of any kind required by law to be withheld with respect to the vesting of or other lapse of restrictions applicable to an Award or upon the issuance of any shares of Stock upon the exercise of an Option or pursuant to an Award.  At the time of such vesting, lapse, or exercise, the Grantee shall pay to the Company or the Affiliate, as the case may be, any amount that the Company or the Affiliate may reasonably determine to be necessary to satisfy such withholding obligation.  Subject to the prior approval of the Company or the Affiliate, which may be withheld by the Company or the Affiliate, as the case may be, in its sole discretion, the Grantee may elect to satisfy such obligations, in whole or in part, (i) by causing the Company or the Affiliate to withhold shares of Stock otherwise issuable to the Grantee or (ii) by delivering to the Company or the Affiliate shares of Stock already owned by the Grantee.  The shares of Stock so delivered or withheld shall have an aggregate Fair Market Value equal to such withholding obligations.  The Fair Market Value of the shares of Stock used to satisfy such withholding obligation shall be determined by the Company or the Affiliate as of the date that the amount of tax to be withheld is to be determined.  A Grantee who has made an election pursuant to this Section 19.3 may satisfy his or her withholding obligation only with shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.

19.4.Captions

The use of captions in this Plan or any Award Agreement is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or such Award Agreement.

19.5.Other Provisions

Each Award granted under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Board, in its sole discretion.

19.6.Number And Gender

With respect to words used in this Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, etc., as the context requires.

19.7.Severability

If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

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19.8.Governing Law

The validity and construction of this Plan and the instruments evidencing the Award hereunder shall be governed by the laws of the State of California, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan and the instruments evidencing the Awards granted hereunder to the substantive laws of any other jurisdiction.

*    *    *

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To record amendment and restatement of the Plan by the Board as of April 7, 2006, and approval of the Plan by the stockholders on May 22, 2006, the Company has caused its authorized officer to execute the Plan.

ON ASSIGNMENT, INC.
By:	/s/ Mike Holtzman
Title:	Senior Vice President
	and Chief Financial Officer

24

EX-10.3

Exhibit 10.3

ON ASSIGNMENT, INC.

SECOND AMENDMENT TO THE RESTATED 1987 STOCK OPTION PLAN

(As Amended and Restated April 7, 2006)

(Second Amendment dated April 17, 2007)

SECOND AMENDMENT TO THE ON ASSIGNMENT, INC. RESTATED 1987 STOCK OPTION PLAN,

AS AMENDED AND RESTATED APRIL 7, 2006

Pursuant to the authority reserved to the Board of Directors (the “Board”) of On Assignment, Inc., a Delaware corporation (the “Company”) under Section 5.3 of the Company’s Restated Stock Option Plan, as Amended and Restated on April 7, 2006 (the “Stock Plan”), the Board hereby amends the Stock Plan as follows (the “Amendment ”):

1.Section 2.9 of the Stock Plan is deleted and replaced in its entirety with the following:

“2.9          ‘Committee’ means the Compensation Committee of the Board of Directors, so long as such Compensation Committee shall be comprised of two or more non-employee members of the Board, each of whom is (i) an “outside director” within the meaning of Section 162(m) of the Code, (ii) an “independent director” under the rules of the Nasdaq Stock Exchange (or other principal securities market on which shares of Stock are traded, if any) and (iii) an “independent director” under Rule 16b-3 (or its successor) under the Exchange Act. If the Compensation Committee of the Board ceases to meet the foregoing requirements, then “Committee” shall instead mean a committee of the Board that does meet such requirements.”

2.New Section 2.20A is hereby added to the Stock Plan immediately after Section 2.20 of the Stock Plan:

“2.20A ‘Full Value Award’ means any Award other than an Option, SAR or other Award for which the Grantee pays the intrinsic value (whether directly or by forgoing a right to receive a payment from the Company).”

3.Sections 3.1 and 3.2 are deleted and replaced in their entirety with the following:

“3.1.Board

Subject to Section 3.2 below, the Board shall have such powers and authorities related to the administration of the Plan as are consistent with the Company’s certificate of incorporation and by-laws and applicable law, including full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Award or any Award Agreement, full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of the Plan that the Board deems to be necessary or appropriate to the administration of the Plan, any Award or any Award Agreement. All such actions and determinations shall be by the affirmative vote of a majority of the members of the Board present at a meeting or by unanimous consent of the Board executed in writing in accordance with the Company’s certificate of incorporation and by-laws and applicable law. The interpretation and construction by the Board of any provision of the Plan, any Award or any Award Agreement shall be final, binding and conclusive.

3.2.Committee

Notwithstanding Section 3.1 above, the Board, in its discretion or as otherwise necessary to comply with the requirements of Section 162(m) of the Code, Rule 16b-3 promulgated under the Exchange Act or to the extent required by any other applicable rule or regulation, shall delegate to the Committee its powers and authorities related to the administration and implementation of the Plan, as set forth in Section 3.1 above and other applicable provisions, to the extent consistent with the Company’s certificate of incorporation and by-laws and applicable law. The Board or the Committee may also appoint one or more separate committees of the Board, each composed of one or more directors of the Company who need not be Outside Directors, who may administer the Plan with respect to employees or other Service Providers who are not officers or directors of the Company, may grant Awards under the Plan to such employees or other Service Providers, and may determine all terms of such Awards. Notwithstanding the foregoing, the full Board, acting by a majority of its members, shall conduct the general administration of the Plan with respect to all Awards granted to Outside Directors and for purposes of such Awards the term “Committee” as used in this Plan shall be deemed to refer to the Board. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan except with respect to matters which under Rule 16b-3 under the Exchange Act or

Section 162(m) of the Code, or any regulations or rules issued thereunder, are required to be determined in the sole discretion of the Committee.

In the event that the Plan, any Award or any Award Agreement entered into hereunder provides for any action to be taken by or determination to be made by the Board, such action may be taken or such determination may be made by the Committee if the power and authority to do so has been delegated to the Committee by the Board as provided for in this Section. All such actions and determinations shall be by the affirmative vote of a majority of the members of the Committee present at a meeting or by unanimous consent of the Committee executed in writing in accordance with the Company’s certificate of incorporation and by-laws and applicable law. Unless otherwise expressly determined by the Board, any such action or determination by the Committee shall be final, binding and conclusive.”

4.The first sentence of Section 4 of the Stock Plan is deleted and replaced in its entirety with the following:

“4.STOCK SUBJECT TO THE PLAN

“Subject to adjustment as provided in Section 18 hereof, the number of shares of Stock available for issuance under the Plan shall be 13,900,000,  provided , that such aggregate number of shares of Stock available for issuance under the Plan shall be reduced by 1.53 shares for each share of Stock delivered in settlement of any Full Value Award on or after April 17, 2007 and shall be reduced by 1 share for each share of Stock granted pursuant to any Option, SAR or other Award that does not constitute a Full Value Award.”

The remainder of Section 4 shall not be affected by this Amendment.

Except as expressly provided in this Amendment, all terms and conditions of the Stock Plan and any awards outstanding thereunder shall remain in full force and effect.

IN WITNESS WHEREOF, the Board has caused this Amendment to be executed by a duly authorized officer of the Company as of the 17th day of April, 2007.

	ON ASSIGNMENT, INC.
	/s/ PETER T. DAMERIS
	Peter T. Dameris
	President and CEO
Attest:
/s/ JAMES L. BRILL
James L. Brill
Sr. Vice President and Chief Financial Officer

EX-10.4

Exhibit 10.4

__________________________________________________________________

ON ASSIGNMENT, INC. EMPLOYEE STOCK PURCHASE PLAN

(As Amended and Restated June 18, 2002)

__________________________________________________________________

ON ASSIGNMENT, INC. EMPLOYEE STOCK PURCHASE PLAN

(As Amended and Restated June 18, 2002)

THIS AGREEMENT adopted by On Assignment, Inc., a Delaware corporation (the “Company”),

W I T N E S S E T H:

WHEREAS, effective March 1, 1993, the Company established the On Assignment, Inc. Employee Stock Purchase Plan (the “Plan”);

WHEREAS, the Company desires to amend and restate the Plan to extend the term of the Plan until August 31, 2022 and to effect certain technical revisions;

WHEREAS, the amendment and restatement of the Plan shall neither provide for an increase in the number of shares of the Company’s common stock available for issuance under the Plan nor change the class of employees of the Company and its affiliates who may participate in the Plan nor otherwise materially increase the benefits accruing to Participants under the Plan.

NOW, THEREFORE, the Plan is hereby amended and restated in its entirety as set forth below.

TABLE OF CONTENTS

	Section
ARTICLE I - PURPOSE, SHARE COMMITMENT AND INTENT
Purpose	1.1
Share Commitment	1.2
Intent	1.3
ARTICLE II - DEFINITIONS
Affiliate	2.1
Authorized Leave of Absence	2.2
Base Pay	2.3
Beneficiary	2.4
Board	2.5
Code	2.6
Committee	2.7
Company	2.8
Disability	2.9
Employee	2.10
Employer	2.11
Exercise Date	2.12
Fair Market Value	2.13
Five Percent Owner	2.14
Grant Date	2.15
Offering Period	2.16
Option	2.17
Option Price	2.18
Participant	2.19
Plan	2.20
Retirement	2.21
Stock	2.22
Trading Day	2.23
ARTICLE III - ELIGIBILITY
General Requirements	3.1
Limitations Upon Participation	3.2
ARTICLE IV - PARTICIPATION
Grant of Option	4.1
Payroll Deduction	4.2
Payroll Deductions Continuing	4.3
Right to Stop Payroll Deductions	4.4
Accounting for Funds	4.5

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Employer’s Use of Funds	4.6
ARTICLE V — PAYROLL DEDUCTION CANCELLATION, TERMINATION OF EMPLOYMENT OR LEAVE OF ABSENCE
Payroll Deduction Cancellation	5.1
Termination of Employment for any Reason Other Than Death; or Retirement or Disability Which Occurs More Than Three Months Prior to the Exercise Date	5.2
Termination of Employment Due to Death	5.3
Termination of Employment Due to Retirement or Disability Within Three Months Prior to the Exercise Date	5.4
Authorized Leave of Absence	5.5
ARTICLE VI - EXERCISE OF OPTION
Purchase of Shares	6.1
Accounting for Shares	6.2
Issuance of Shares	6.3
ARTICLE VII - ADMINISTRATION
Powers	7.1
Quorum and Majority Action	7.2
Standard of Judicial Review of Committee Actions	7.3
ARTICLE VIII - ADOPTION OF PLAN BY OTHER EMPLOYERS
Adoption Procedure	8.1
No Joint Venture Implied	8.2
ARTICLE IX - TERMINATION AND AMENDMENT OF THE PLAN
Termination	9.1
Amendment	9.2
ARTICLE X - MISCELLANEOUS
Designation of Beneficiary	10.1
Plan Not An Employment Contract	10.2
All Participants’ Rights Are Equal	10.3
Options Are Not Transferable	10.4
Voting of Shares	10.5
No Rights of Shareholder	10.6
Governmental Regulations	10.7
Notices	10.8
Indemnification of Committee	10.9
Tax Withholding	10.10

ii

Gender and Number	10.11
Severability	10.12
Persons Based Outside of the United States	10.13
Governing Law; Parties to Legal Actions	10.14

iii

ARTICLE I

PURPOSE, SHARE COMMITMENT AND INTENT

1.1           Purpose.  The purpose of the Plan is to provide Employees of the Company and its Affiliates that adopt the Plan an opportunity to purchase Stock through periodic offerings of options to purchase Stock at a discount and thus, develop a stronger incentive to work for the continued success of the Company and its Affiliates.

1.2           Share Commitment.  The aggregate number of shares of Stock authorized to be sold pursuant to Options granted under the Plan is 800,000, subject to adjustment as provided in this Section.  In computing the number of shares of Stock available for grant, any shares relating to Options which are granted, but which subsequently lapse, are cancelled or are otherwise not exercised by the final date for exercise, shall be available for future grants of Options.

In the event of any stock dividend, split-up, recapitalization, merger, consolidation, combination or exchange of Stock, or the like, as a result of which Stock shall be issued in respect of the outstanding shares of Stock, or the Stock shall be changed into the same or a different number of the same or another class of stock, the total number of shares of Stock authorized to be committed to the Plan, the number of shares of Stock subject to each outstanding Option, the Option Price applicable to each Option, and/or the consideration to be received upon exercise of each Option shall be appropriately adjusted by the Committee.  In addition, the Committee shall, in its sole discretion, have authority to provide for (a) acceleration of the Exercise Date of outstanding Options or (b) the conversion of outstanding Options into cash or other property to be received in certain of the transactions specified in this paragraph above upon the completion of the transaction.

1.3           Intent.  It is the intention of the Company to have the Plan qualify as an “employee stock purchase plan” under section 423 of the Code.  Therefore, the provisions of the Plan are to be construed to govern participation in a manner consistent with the requirements of section 423 of the Code.

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ARTICLE II

DEFINITIONS

The words and phrases defined in this Article shall have the meaning set out in these definitions throughout the Plan, unless the context in which any word or phrase appears reasonably requires a broader, narrower, or different meaning.

2.1           “Affiliate” means any parent corporation and any subsidiary corporation. The term “parent corporation” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, at the time of the action or transaction, each of the corporations (other than the Company) owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.  The term “subsidiary corporation” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of the granting of the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

2.2           “Authorized Leave of Absence” means a bona fide leave of absence from service with the Company or an Affiliate if the period of the leave does not exceed 90 days, or, if longer, so long as the individual’s right to reemployment with the Company or an Affiliate is guaranteed either by statute or contract.

2.3           “Base Pay” means regular straight-time earnings or base salary and commissions paid to a Participant plus any salary deferral contributions made by such individual to the Company’s 401(k) plan or nonqualified deferred compensation plan but excluding all overtime payments, bonuses and other incentive-type payments, and all contributions (other than contributions made pursuant to sections 125 or 401(k) of the Code) made by the Company or its Affiliates for such individual’s benefit under any employee benefit plan now or hereafter established.

2.4           “Beneficiary” means the person who is entitled to receive amounts under the Plan upon the death of a Participant.

2.5           “Board” means the board of directors of the Company.

2.6           “Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

2.7           “Committee” means a committee of at least two persons, who are non-Employee members of the Board and are appointed by the Board.

2.8           “Company” means On Assignment, Inc., a Delaware corporation, or any successor (by merger or otherwise).

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2.9           “Disability” means a permanent and total disability as defined in section 22(e)(3) of the Code.

2.10 “Employee” means any person who is a common-law employee of the Company or any Affiliate.

2.11 “Employer” means the Company and all Affiliates that have adopted the Plan.  The Employers as of the 18th day of June, 2002 are listed in attached Schedule A.

2.12 “Exercise Date” means the last day of each Offering Period, which is the day that all Options granted for the Offering Period are to be exercised.

2.13 “Fair Market Value” of one share of Stock means the last reported sale price for the Stock on the principal exchange on which the Stock is traded or if not traded on any exchange, the last reported sale price for the Stock on the NASDAQ National Market System on the business day for which the Fair Market Value is being determined (or, if the Stock was not traded on such date, on the immediately preceding date on which the Stock was so traded).  If the Fair Market Value is to be determined on any date prior to the time the Stock is first registered under Section 12(g) of the Securities Exchange Act of 1934, then the Fair Market Value of the Stock shall be determined by the Committee after taking into account such factors as the Committee deems appropriate.

2.14 “Five Percent Owner” means an owner of five percent or more of the total combined voting power of all classes of stock of the Company or any Affiliate.  An individual is considered to own any stock that is owned directly or indirectly by or for his brothers and sisters (whether by whole or half-blood), spouse, ancestors and lineal descendants.  Stock owned, directly or indirectly, by or for a corporation, partnership, estate or trust is considered as owned proportionately by or for its shareholders, partners, or beneficiaries.  An individual is considered to own stock that he may purchase under outstanding options.  The determination of the percentage of the total combined voting power of all classes of stock of the Company or any Affiliate that is owned by an individual is made by comparing the voting power or value of the shares owned (or treated as owned) by the individual to the aggregate voting power of all shares actually issued and outstanding immediately after the grant of the option to the individual.  The aggregate voting power or value of all shares actually issued and outstanding immediately after the grant of the option does not include the voting power or value of treasury shares or shares authorized for issue under outstanding options held by the individual or any other person.

2.15 “Grant Date” means the first day of each Offering Period, which is the day the Committee grants all eligible Employees an Option under the Plan.

2.16 “Offering Period” means the six-month period, unless the Committee specifies another Offering Period, beginning on the Grant Date and ending on the Exercise Date.  The Offering Periods shall commence on the first Trading Day of March

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and September and shall end on the last Trading Day on or before the last day of August and February, respectively, unless the Committee specifies another Offering Period (which may not exceed 27 months).

2.17 “Option” means an option granted under the Plan to purchase Stock at the Option Price on the Exercise Date.

2.18 “Option Price” means the price to be paid for each share of Stock upon exercise of an Option, which shall be 85 percent of the lesser of (a) the Fair Market Value of a share of Stock on the Grant Date or (b) the Fair Market Value of a share of Stock on the Exercise Date.

2.19 “Participant” means a person who is eligible to be granted an Option under the Plan and who elects to have payroll deductions withheld under the Plan for the purpose of exercising that Option on the Exercise Date.

2.20 “Plan” means the On Assignment, Inc. Employee Stock Purchase Plan (As Amended and Restated June 18, 2002),  as set out in this document and as it may be amended from time to time.

2.21 “Retirement” means a Participant’s termination of employment with the Company and all Affiliates on or after the date on which the Participant has either (a) attained the age of 65, or (b) both attained the age of 55 and completed ten years of service.  For this purpose, a year of service means a year of service which the Participant has earned under the Company’s Section 401(k) plan, without regard to whether the Participant is a participant therein.

2.22 “Stock” means the shares of common stock, par value $0.01 per share, of the Company, or, in the event that the outstanding ordinary shares are later changed into or exchanged for a different class of shares or securities of the Company or another corporation, those other shares or securities.  Stock, when issued, may be represented by a certificate or by book or electronic entry.

2.23 “Trading Day” means a day on which the principal securities exchange on which the Stock is listed is open for trading.

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ARTICLE III

ELIGIBILITY

3.1           General Requirements.  Subject to Section 3.2, each Employee of each Employer is eligible to participate in the Plan for a given Offering Period if, prior to the Grant Date, (a) he has completed one year of continuous employment or two years of employment (even if such employment is not continuous) for the Company and/or its Affiliates, (b) he is in the employ of an Employer on the Grant Date, (c) he completes a payroll deduction form authorizing payroll deductions and files it with his Employer or such other person as may be designated by the Committee prior to the Grant Date and (d) his customary employment service is for more than twenty hours per week and more than five months per calendar year.  For purposes of the Plan, an Employee’s employment service with Health Personnel Options Corporation shall be treated as employment service for the Company.

3.2           Limitations Upon Participation.  No Employee shall be granted an Option to the extent that the Option would:

(a)           cause the Employee to be a Five Percent Owner immediately after the grant;

(b)           permit the Employee to purchase shares of Stock under all employee stock purchase plans, as defined in section 423 of the Code, of the Company and all Affiliates, at a rate which exceeds $25,000 in Fair Market Value of the shares of Stock (determined at the time the Option is granted) for the calendar year in which the options granted to the Employee are first exercisable as provided in sections 423 and 424 of the Code;

(c)           permit the Employee to purchase more than 2,000 shares of Stock (as adjusted pursuant to Section 1.2) during any six-month Offering Period, or more than 4,000 shares of Stock (as adjusted pursuant to Section 1.2) during any twelve-month Offering Period; or

(d)           permit the Employee to purchase shares of Stock in excess of the limit, if any, on the number of shares of Stock imposed pursuant to Section 4.1.

In addition, no Option shall be granted to an Employee who resides in a country whose laws make participation in the Plan impractical.

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ARTICLE IV

PARTICIPATION

4.1           Grant of Option.  Effective as of the Grant Date of each Offering Period, the Committee shall grant an Option to each Participant which shall be exercisable on the Exercise Date only through funds accumulated by the Employee through payroll deductions made during the Offering Period together with any funds remaining credited to the Participant’s payroll deduction account at the beginning of the Offering Period.  The Option shall be for that number of whole shares of Stock that may be purchased by the amount credited to the Participant’s payroll deduction account on the Exercise Date at the Option Price.  If so determined by the Committee and announced to Employees prior to an Offering Period, the Committee may establish a maximum number of shares of Stock that may be purchased by a Participant during the Offering Period which is lower than the maximum number of shares of Stock specified in clause (c) of Section 3.2.

4.2           Payroll Deduction.  For an Employee to participate during a given Offering Period, he must complete a payroll deduction form and file it with his Employer prior to the beginning of the Offering Period and in accordance with procedures established by the Committee.  The payroll deduction form shall permit a Participant to elect to have withheld from his Base Pay a specified portion of his Base Pay during the Offering Period in accordance with procedures established by the Committee.  A Participant may not increase his payroll deduction percentage more than once during the Offering Period but may reduce his payroll deduction percentage an unlimited number of times during the Offering Period.  Payroll deductions shall continue through the last pay date prior to the Exercise Date.  A Participant may not make additional payments to his Plan account.

4.3           Payroll Deductions Continuing.  A Participant’s payroll deduction election shall remain in effect for all ensuing Offering Periods until changed by him by filing an appropriate amended payroll deduction form prior to the commencement of the Offering Period for which it is to be effective in accordance with procedures established by the Committee.

4.4           Right to Stop Payroll Deductions.  As further set forth in Section 5.1 below, a Participant shall have the right to discontinue payroll deductions by filing a payroll deduction cancellation form with the Company.  The payroll deduction cancellation shall become effective with the first full payroll period following the Company’s receipt of the payroll deduction cancellation form in accordance with procedures established by the Committee.

4.5           Accounting for Funds.  As of each payroll deduction period, the Employer shall cause to be credited to the Participant’s payroll deduction account in a ledger established for that purpose the funds withheld from and attributable to the Employee’s cash compensation for that period.  No interest shall be credited to the Participant’s payroll deduction account at any time.  The obligation of the Employer to

IV-1

the Participant for this account shall be a general corporate obligation and shall not be funded through a trust nor secured by any assets which would cause the Participant to be other than a general creditor of the Employer.

4.6           Employer’s Use of Funds.  All payroll deductions received or held by an Employer may be used by the Employer for any corporate purpose, and the Employer shall not be obligated to segregate such payroll deductions.

IV-2

ARTICLE V

PAYROLL DEDUCTION CANCELLATION, TERMINATION
OF EMPLOYMENT OR LEAVE OF ABSENCE

5.1           Payroll Deduction Cancellation.  A Participant may, at any time on or before the Exercise Date, elect to discontinue payroll deductions as provided in Section 4.4.  With respect to payroll deductions credited to his Plan account prior to the cancellation, the Participant has the right to elect either to (a) withdraw all of the funds then credited to his Plan account (and withdraw from the Plan) or (b) exercise the Option with his then-accumulated deductions for the maximum number of whole shares of Stock that can be purchased at the Option Price on the Exercise Date for the Offering Period in which his cancellation is effective.  If no such election is made, then such payroll deductions shall be refunded as soon as practicable after the last day of the Offering Period.  Any election by a Participant to cancel his payroll deduction during the Offering Period terminates his right to elect any further payroll deductions for the then-current Offering Period.  If the Participant wishes to participate in any future Offering Period, he must file a new payroll deduction election within the time frame required by the Committee for participation for that Offering Period.

5.2           Termination of Employment for any Reason Other Than Death, or Retirement or Disability Which Occurs More Than Three Months Prior to the Exercise Date.  If a Participant’s employment with the Company and all Affiliates is terminated for any reason other than death prior to the Exercise Date, or if the Participant’s employment with the Company and all Affiliates is terminated more than three months prior to the Exercise Date as a result of Retirement or Disability, the Option granted to the Participant for that Offering Period shall lapse.  If a Participant is on an Authorized Leave of Absence, for purposes of the Plan, the Participant’s employment with the Company and all Affiliates shall be deemed to be terminated on the later of the 91st day of such leave or the date through which the Participant’s employment is guaranteed either by statute or contract. The Participant’s funds then credited to his Plan Account shall be returned to him as soon as administratively feasible.

5.3           Termination of Employment Due to Death.  If a Participant’s employment with the Company and all Affiliates is terminated due to his death, the Participant’s Beneficiary (or such other person as may be entitled to amounts credited to the Participant’s account under Section 10.1) will have the right to elect, either to:

(a)           withdraw all of the funds then credited to his Plan account as of his termination date; or

(b)           exercise the Option for the maximum number of whole shares of Stock that can be purchased at the Option Price on the last day of the Offering Period (in which the Participant’s termination of employment with the Company and all Affiliates occurs).

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The Participant (or, if applicable, such other person designated in the first paragraph of this Section 5.3) must make such election by giving written notice to the Committee in accordance with procedures established by the Committee.  Any accumulated funds credited to the Participant’s Plan account as of the date of his termination of employment with the Company and all Affiliates will be delivered to or on behalf of the Participant as soon as administratively practicable thereafter.

5.4           Termination of Employment Due to Retirement or Disability Within Three Months Prior to the Exercise Date.  If a Participant’s employment with the Company and all Affiliates is terminated due to Retirement or Disability within three months prior to the Exercise Date, the Participant (or the Participant’s personal representative or legal guardian in the event of Disability) will have the right to elect either to:

(a)           withdraw all of the funds then credited to his Plan account as of his termination date; or

(b)           exercise the Option for the maximum number of whole shares of Stock that can be purchased at the Option Price on the last day of the Offering Period (in which the Participant’s termination of employment with the Company and all Affiliates occurs).

The Participant (or, if applicable, such other person designated in the first paragraph of this Section 5.4) must make such election by giving written notice to the Committee in accordance with procedures established by the Committee.  Any accumulated funds credited to the Participant’s Plan account as of the date of his termination of employment with the Company and all Affiliates will be delivered to or on behalf of the Participant as soon as administratively practicable thereafter.

5.5           Authorized Leave of Absence.  If a Participant begins an Authorized Leave of Absence during an Offering Period, then he shall have the right to elect either of the alternatives described in Section 5.3 (substituting references to termination date with references to the date his leave of absence begins).  However, if the individual is deemed to have incurred a termination of employment under Section 5.2, at that time the provisions of Section 5.2 rather than this Section 5.5 shall apply to the individual.

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ARTICLE VI

EXERCISE OF OPTION

6.1           Purchase of Shares.  Subject to Section 3.2, on the Exercise Date of each Offering Period, an amount equal to the amount credited to each Participant’s Plan account shall be used to purchase the maximum number of whole shares of Stock that can be purchased at the Option Price for that Offering Period, subject to the Section 4.1 limitation on the maximum number of shares of Stock that may be purchased by a Participant.  Any funds remaining credited to a Participant’s Plan account after the exercise of his Option for the Offering Period shall be refunded to the Participant as soon as practicable following the Exercise Date.  If in any Offering Period the total number of shares of Stock to be purchased by all Participants exceeds the number of shares of Stock committed to the Plan, then each Participant shall be entitled to purchase only his pro rata portion of the shares of Stock remaining available under the Plan based on the balances credited to each Participant’s Plan account as of the Exercise Date and any amounts remaining credited to each Participant’s Plan account shall be refunded to the Participant as soon as possible following the Exercise Date.  After the purchase of all shares of Stock available on the Exercise Date, all Options granted for the Offering Period to the extent not used are terminated.

6.2           Accounting for Shares.  After the Exercise Date of each Offering Period, a report shall be given to each Participant stating the amount credited to his Plan account, the number of shares of Stock purchased and the Option Price.

6.3           Issuance of Shares.  As soon as administratively feasible after the end of the Offering Period, the Committee shall advise the appropriate officer of the Company that the terms of the Plan have been complied with and that it is appropriate for the officer to cause to be issued the shares of Stock upon which Options have been exercised under the Plan.  The Committee may determine in its discretion the manner of delivery of the shares purchased under the Plan, which may be by electronic account entry into new or existing accounts, delivery of share certificates or any other means as the Committee, in its discretion, deems appropriate.  The Committee may, in its discretion, hold the share certificate for any shares or cause it to be legended in order to comply with the securities laws of the applicable jurisdiction, or should the shares be represented by book or electronic account entry rather than a certificate, the Committee may take such steps to restrict transfer of the shares as the Committee considers necessary or advisable to comply with applicable law.

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ARTICLE VII

ADMINISTRATION

7.1           Powers.  The Committee has the exclusive responsibility for the general administration of the Plan, and has all powers necessary to accomplish that purpose, including but not limited to the following rights, powers, and authorities:

(a)           to make rules for administering the Plan so long as they are not inconsistent with the terms of the Plan;

(b)           to construe all provisions of the Plan;

(c)           to correct any defect, supply any omission, or reconcile any inconsistency which may appear in the Plan;

(d)           to select, employ, and compensate at any time any consultants, accountants, attorneys, and other agents the Committee believes necessary or advisable for the proper administration of the Plan;

(e)           to determine all questions relating to eligibility, Fair Market Value, Option Price and all other matters relating to benefits or Participants’ entitlement to benefits;

(f)            to determine all controversies relating to the administration of the Plan, including, but not limited to, any differences of opinion arising between an Employer and a Participant, and any questions it believes advisable for the proper administration of the Plan; and

(g)           to delegate any clerical or recordation duties of the Committee as the Committee believes is advisable to properly administer the Plan.

7.2           Quorum and Majority Action.  A majority of the Committee constitutes a quorum for the transaction of business.  The vote of a majority of the members present at any Committee meeting shall decide any question brought before that meeting.  In addition, the Committee may decide any question by a vote, taken without a meeting, of a majority of its members via telephone, computer, fax or any other media of communication.

7.3           Standard of Judicial Review of Committee Actions.  The Committee has full and absolute discretion in the exercise of each and every aspect of its authority under the Plan.  Notwithstanding anything to the contrary, any action taken, or ruling or decision made, by the Committee in the exercise of any of its powers and authorities under the Plan shall be final and conclusive as to all parties, including, without limitation, all Participants and their beneficiaries, regardless of whether the Committee or one or more of its members may have an actual or potential conflict of interest with respect to the subject matter of the action, ruling or decision.  No final action, ruling, or decision of

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the Committee shall be subject to de novo review in any judicial proceeding; and no final action, ruling, or decision of the Committee may be set aside unless it is held to have been arbitrary and capricious by a final judgment of a court having jurisdiction with respect to the issue.

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ARTICLE VIII

DESIGNATION OF PARTICIPATING SUBSIDIARIES

8.1           Designation Procedure. The Committee may from time to time designate in its sole discretion an Affiliate as one whose employees are eligible to and may participate in the Plan.

8.2        No Joint Venture Implied.  The resolutions evidencing the designation of an Affiliate shall become a part of the Plan.  However, neither the designation of an Affiliate nor any act performed by the Company or the Affiliate in relation to the Plan shall create a joint venture or partnership relation between it and the Company or any other Affiliate.

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ARTICLE IX

TERMINATION AND AMENDMENT OF THE PLAN

9.1           Termination.  The Company may, by action of the Board, terminate the Plan at any time and for any reason.  The Plan shall automatically terminate upon the purchase by Participants of all shares committed to the Plan, unless the number of shares committed to the Plan is increased by the Committee or the Board and approved by the shareholders of the Company as set forth in Section 9.2; provided that to the extent it has not previously terminated, the Plan will terminate on August 31, 2022.  Upon termination of the Plan, as soon as administratively feasible there shall be refunded to each Participant the remaining funds in his Plan account.  The termination of the Plan shall not affect the current Options already outstanding under the Plan to the extent there are shares committed, unless the Participants agree.

9.2           Amendment. The Board has the right to modify, alter or amend the Plan at any time and from time to time to any extent that it deems advisable, including, without limiting the generality of the foregoing, any amendment to the Plan deemed necessary to ensure compliance with section 423 of the Code.  The Committee may suspend the operation of the Plan for any period as it may deem advisable.  However, no amendment or suspension shall operate to reduce any amounts previously allocated to a Participant’s payroll deduction account, to reduce a Participant’s rights with respect to shares previously purchased and held on his behalf under the Plan or to affect the current Option a Participant already has outstanding under the Plan without the Participant’s agreement.  Any amendment changing the aggregate number of shares to be committed to the Plan, the class of employees eligible to receive Options under the Plan or the group of corporations eligible to be designated to participate in the Plan shall be contingent upon the approval of the Company’s stockholders in accordance with the requirements of section 423 of the Code.  Further, any amendment that increases the number of shares of stock that may be purchased during an Offering Period above the number of shares specified in clause (c) of Section 3.2, any amendment that materially increases the benefits accruing to Participants under the Plan, and any amendment that materially modifies the requirements for eligibility to participate in the Plan shall be contingent upon the approval of the Company’s stockholders.

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ARTICLE X

MISCELLANEOUS

10.1         Designation of Beneficiary.  In accordance with procedures established by the Committee, a Participant may designate a Beneficiary who is to receive any cash and shares credited to the Participant’s account under the Plan.  If no such designation shall have been so filed, or if no designated Beneficiary survives the Participant or can be located by the Committee, using reasonable diligence, within six months of the Participant’s death, then such cash and shares shall be distributed to the duly appointed and serving personal representative of the Participant’s estate, but only if that personal representative can provide the Committee with what the Committee reasonably determines is satisfactory documentary proof of that appointment and of the personal representative’s identity (collectively, “Documentary Proof”); if, within six months of the Participant’s death, there is no duly appointed and serving personal representative of the Participant’s estate who has provided the Committee with Documentary Proof, or if such decedent left no will, then such cash and shares shall be distributed to the Participant’s heirs at law, determined in accordance with the laws of intestate succession of the state in which the Participant was domiciled at the time of the Participant’s death, provided that such heirs provide the Committee with what the Committee reasonably determines is satisfactory Documentary Proof of information the Committee believes it needs to make the distribution to such heirs.

10.2         Plan Not An Employment Contract.  The adoption and maintenance of the Plan is not a contract between any Employer and its Employees which gives any Employee the right to be retained in its employment.  Likewise, it is not intended to interfere with the rights of any Employer to discharge any Employee at any time or to interfere with the Employee’s right to terminate his employment at any time.

10.3         All Participants’ Rights Are Equal.  All Participants will have the same rights and privileges under the Plan as required by section 423 of the Code and Department of Treasury Regulation section 1.423-2(f).

10.4         Options Are Not Transferable.  No Option granted a Participant under the Plan is transferable by the Participant otherwise than by will or the laws of descent and distribution, and must be exercisable, during his lifetime, only by him.  In the event any Participant attempts to violate the terms of this Section, any Option held by the Participant shall be terminated by the Company and, upon return to the Participant of the remaining funds in his Plan account, all of his rights under the Plan will terminate.

10.5         Voting of Shares.  Shares of Stock held under the Plan for the account of each Participant shall be voted by the holder of record of those shares in accordance with the Participant’s instructions.

10.6         No Rights of Shareholder.  No eligible Employee or Participant shall by reason of participation in the Plan have any rights of a shareholder of the Company until he acquires shares of Stock as provided in the Plan.  No adjustments shall be made for

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dividends, distributions or other rights for which the record date is prior to the date a Participant acquires shares as provided in the Plan.

10.7         Governmental Regulations.  The obligation to sell or deliver the shares under the Plan is subject to the approval of all governmental authorities required in connection with the authorization, purchase, issuance or sale of the shares.  The Company shall have no liability for failure to sell or deliver shares under the Plan if it determines it cannot do so and remain in compliance with applicable law.

10.8         Notices.  All notices and other communication in connection with the Plan shall be in the form specified by the Committee and shall be deemed to have been duly given when sent to the Participant at his last known address or to his designated personal representative or beneficiary, or to the Employer or its designated representative, as the case may be.

10.9         Indemnification of Committee.  In addition to all other rights of indemnification as they may have as directors or as members of the Committee, the members of the Committee shall be indemnified by the Company against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Option granted under the Plan, and against all amounts paid in settlement (provided the settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any action, suit or proceeding, except in relation to matters as to which it is adjudged in the action, suit or proceeding, that the Committee member is liable for gross negligence or willful misconduct in the performance of his duties.

10.10       Tax Withholding.  At the time a Participant’s Option is exercised or at the time a Participant disposes of some or all of the shares purchased under the Plan or, if applicable, becomes vested in any shares under the Plan, the Participant must make adequate provision for the Employer’s federal, state or other tax withholding obligations, if any, which arise upon the exercise of the Option or the disposition of the shares.  At any time, the Employer may, but shall not be obligated to, withhold from the Participant’s compensation the amount necessary for the Employer to meet applicable withholding obligations.

10.11       Gender and Number.  If the context requires it, words of one gender when used in the Plan shall include the other genders, and words used in the singular or plural shall include the other.

10.12       Severability.  Each provision of the Plan may be severed.  If any provision is determined to be invalid or unenforceable by a court of competent jurisdiction, that determination shall not affect the validity or enforceability of any other provision.

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10.13       Persons Based Outside of the United States.  Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Affiliates operate or have Employees, the Committee, in its sole discretion, shall have the power and authority to:

(a)   determine which Affiliates shall be covered by the Plan;

(b)   determine which persons employed outside the United States are eligible to participate in the Plan;

(c)   modify the terms and conditions of any Option granted to persons who are employed outside the United States to comply with applicable foreign laws;

(d)   establish subplans and modify exercise procedures and other terms and procedures to the extent such actions may be necessary or advisable.  Any subplans and modifications to Plan terms and procedures established under this Section 10.13 by the Committee shall be attached to the Plan document as Appendices; and

(e)   take any action, before or after an Option is granted, that it deems advisable to obtain or comply with any necessary local government regulatory exemptions or approvals.

Notwithstanding the above, the Committee may not take any actions hereunder, and no Options shall be granted, that would violate section 423 of the Code, any securities law or governing statute or any other applicable law.

10.14       Governing Law; Parties to Legal Actions.  The provisions of the Plan shall be construed, administered, and governed under the laws of the State of California and, to the extent applicable, by the securities, tax, employment and other laws of the United States.

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SCHEDULE A TO THE ON ASSIGNMENT, INC.
EMPLOYEE STOCK PURCHASE PLAN (AS AMENDED
AND RESTATED JUNE 18, 2002)

On Assignment, Inc., a Delaware corporation

Assignment Ready, Inc., a Delaware corporation

Health Personnel Options Corporation, a Delaware corporation

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EX-10.5

Exhibit 10.5

ON ASSIGNMENT, INC.

FIRST AMENDMENT TO THE EMPLOYEE STOCK PURCHASE PLAN

(As Amended and Restated June 18, 2002)

(First Amendment dated January 23, 2007)

FIRST AMENDMENT TO THE ON ASSIGNMENT, INC. EMPLOYEE STOCK PURCHASE PLAN,
AS AMENDED AND RESTATED JUNE 18, 2002

Pursuant to the authority reserved to the Board of Directors (the “Board”) of On Assignment, Inc., a Delaware Company (the “Company”), under Section 9.2 of the Company’s Employee Stock Purchase Plan, as Amended and Restated on June 18, 2002 (the “ESPP”), the Board hereby amends the ESPP as follows (the “ESPP Amendment”):

1.    The first sentence of Section 1.2 of the ESPP is deleted and replaced in its entirety with the following:

“The aggregate number of shares of Stock authorized to be sold pursuant to Options granted under the plan is 1,200,000, subject to adjustment as provided in this Section.”

The remainder of Section 1.2 shall not be affected by this amendment.

2.    Section 2.11 of the ESPP is deleted and replaced in its entirety with the following:

“2.11    ‘Employer’ means the Company and all Affiliates that are specified on Schedule A to the Plan and that have adopted the Plan, as such Schedule A may be revised by the Committee from time to time.”

3.    Section 3.1 of the ESPP is deleted and replaced in its entirety with the following:

“3.1       General Requirements.   Subject to Section 3.2 below, each Employee of each Employer is eligible to participate in the Plan for a given Offering Period if, prior to an applicable Grant Date, (a) such Employee has completed thirty days of continuous employment with one or more Employers, (b) such Employee is in the employ of an Employer on the Grant Date, (c) such Employee completes a valid payroll deduction form authorizing payroll deductions and files it with such Employee’s Employer or such other person as may be designated by the Committee prior to the Grant Date, and (d) such Employee’s customary employment service is for more than twenty hours per week and more than five months per calendar year.

Except as expressly provided in this ESPP Amendment, all terms and conditions of the ESPP and any awards outstanding thereunder shall remain in full force and effect.

IN WITNESS WHEREOF, the Board has caused this ESPP Amendment to be executed by a duly authorized officer of the Company as of the 23rd day of January, 2007.

	ON ASSIGNMENT, INC.
	/s/ PETER T. DAMERIS
	Peter T. Dameris
	President and Chief Executive Officer
Attest:
/s/ JAMES L. BRILL
James L. Brill
Senior Vice President and Chief Financial Officer

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 16, 2007 relating to the consolidated financial statements and financial statement schedule of On Assignment, Inc. (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the company’s adoption of Statement of Financial Accounting Standards No. 123R, “Share Based Payment”, effective January 1, 2006), and management’s report on the effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of On Assignment, Inc. for the year ended December 31, 2006.

/s/ Deloitte & Touche LLP

Los Angeles, California

June 20, 2007

EX-23.2

Exhibit 23.2

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 21, 2007 related to the financial statements of VSS Holding, Inc. as of and for the year ended December 31, 2006 appearing in the Current Report on Form 8-K/A of On Assignment, Inc. filed on March 21, 2007.

/s/ Deloitte & Touche LLP

Los Angeles, California

June 20, 2007

EX-23.3

Exhibit 23.3

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference of our report dated March 16, 2007 with respect to the balance sheets of Oxford Global Resources, Inc. as of December 31, 2006 and 2005, and the related statements of operations, stockholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2006 appearing in the Current Report on Form 8-K/A of On Assignment, Inc. dated April 18, 2007.

As discussed in our report dated March 16, 2007, Oxford Global Resources, Inc. adopted the provisions of Statement of Financial Accounting Standards No. 123 (Revised 2004), “Share-Based Payment” as of January 1, 2006.

/s/ KPMG LLP

Boston, MA
June 20, 2007