Preview | Senior Executive Agreement |

THIS AGREEMENT by and between ON ASSIGNMENT, INC., a Delaware corporation (the Company) and EMMETT MCGRATH (Executive) is made as of July 23, 2004.

A. The Company and Executive desire to enter into an agreement pursuant to which Executive will be employed as the President of the Companys U.S. Lab Support Division (the Division), on the terms and conditions set forth in this Agreement..

1. Employment. The Company shall engage Executive as of August 30, 2004 (the Start Date) to serve as the President of the Companys U.S. Lab Support Division, and Executive shall serve the Company, during the Service Term in the capacities, and subject to the terms and conditions, set forth in this Agreement.

(a) Services. During the Service Term, Executive, as President of the Companys U.S. Lab Support Division, shall be responsible for the day-to-day operations of the Companys Lab Support line of business in the United States and all other duties and responsibilities as may be reasonably assigned to him from time to time by the Companys Chief Executive Officer or Chief Operating Officer (the COO). Executive will report directly to the COO. Executive will devote his best efforts and substantially all of his business time and attention (except for vacation periods and periods of illness or other incapacity) to the business of the Company and its Affiliates. Notwithstanding the foregoing, and provided that such activities do not interfere with the fulfillment of Executives obligations hereunder, Executive may (A) serve as an officer, director or trustee of any charitable or non-profit entity; (B) own a passive investment in any private company that is not a competitor of the Company and own up to 2% of the outstanding voting securities of any public company; and/or (C) subject to the Companys reasonable approval, serve as a director of a for-profit company, provided that Executive reasonably believes that such service would be in the interests of the Company. Executives place of employment shall be one of the Companys offices in or around Santa Clara, California; provided, however, that Executive shall spend a minimum of five (5) days per month in the Companys headquarters in Calabasas, California and shall travel to such other locations of the Company and its Affiliates as may be reasonably necessary in order to discharge his duties hereunder. Executive shall not be required to re-locate his place of employment to the Companys headquarters; however, in the event that the COO and Executive mutually determine that it would be in the interests of the Company for

Executive to re-locate his place of employment to the Companys headquarters, Executive shall be entitled to reimbursement and/or compensation for certain costs and expenses incurred in connection with such relocation, as negotiated by Executive and the Company.

(b) Salary, Bonus and Benefits.

(i) Salary and Bonus. During the Service Term, the Company will pay Executive a base salary (the Annual Base Salary) as the Board (or Compensation Committee thereof) may designate from time to time, at the rate of not less than $200,000 per annum; provided, however, that the Annual Base Salary shall be subject to review annually (at the end of each fiscal year of the Company) by the Board (or Compensation Committee thereof) for upward increases thereto. Executive will be eligible to receive an annual bonus in an amount of up to 100% of Executives Annual Base Salary for such fiscal year, as determined by the Compensation Committee of the Board based upon the following: Promptly following the Start Date and at the beginning of each fiscal year of the Company that commences during the Service Term, the COO and Executive shall cooperate with each other in good faith to determine plan targets (the Financial Targets), which shall be a combination of targets for revenue, gross profit and operating margin of the Companys U.S. Lab Support operations. The Financial Targets shall be subject to approval by the Compensation Committee of the Board. Executive shall be entitled to a bonus of up to 50% of the Annual Base Salary if the Financial Targets, as approved by the Compensation Committee, are met. Executive shall be eligible for an additional bonus of up to 50% of the Annual Base Salary (thereby making the total bonus opportunity 100% of the Annual Base Salary), which may be awarded in the discretion of the COO in consultation with the Compensation Committee, and shall be based upon over-achievement of the Financial Targets and/or accomplishment of key operating objectives determined by the COO. With respect to fiscal year 2004, Executive shall be entitled to the foregoing bonus pro rated based upon the number of days remaining in the fiscal year from and after the Start Date; provided, that Executive shall be entitled to a minimum bonus of $50,000 for fiscal year 2004, which shall be due and payable to Executive on or prior to March 30, 2005. Executives bonus hereunder, if any, in any subsequent year shall be due and payable to Executive prior to March 30 of the following fiscal year.

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