EXECUTIVE CHANGE OF CONTROL AGREEMENT

This Executive Change of Control Agreement (this Agreement), is made as of the 1st day of January, 2007, by and between On Assignment, Inc., a Delaware corporation (the Company), and James Brill (the Executive).

Recitals

A.            The Executive has been hired as of the date hereof to serve as the Chief Financial Officer of the Company, in connection with which, the Executive has entered into an Employment Agreement of even date herewith providing for severance and termination benefits in certain circumstances.

B.            Absent the execution and delivery of this Agreement, pursuant to the Companys Change in Control Severance Plan (the ASGN Severance Plan), the Executive would be entitled to receive certain severance benefits in the event of a change in control (within the meaning set forth in the ASGN Severance Plan).

C.            The Board of Directors of the Company (the Board) has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein).  The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executives full attention and dedication to the current Company in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control that ensure that the compensation and benefits expectations of the Executive will be satisfied and that are competitive with those of other corporations.  Therefore, in order to accomplish these objectives, the Board has caused the Company to modify the ASGN Severance Plan to eliminate its coverage of the Executive and to enter into this Agreement and has provided that this Agreement will supersede the Employment Agreement in the event that the Executive becomes entitled to any compensation or benefits under this Agreement.

Agreement

In consideration of the foregoing and the mutual covenants and promises contained herein, the parties agree as follows:

1.             Certain Definitions.  In addition to the terms defined elsewhere herein, the following terms shall have the respective meanings set forth below:

(a)           Accrued Compensation means an amount including all amounts earned or accrued through the termination date but not paid as of the termination date including (i) Base Salary, (ii) reimbursement for reasonable and necessary expenses incurred by you on behalf of the Company during the period ending on the termination date, (iii) vacation and sick leave pay (to the extent provided by Company policy or applicable law), and (iv) incentive

compensation (if any) earned in respect of any period ended prior to the termination date.   It is expressly understood that incentive compensation shall have been earned as of the time that the conditions to such incentive compensation have been met, even if not calculated or payable at such time.

(b)           Affiliated Company means any company controlled by, controlling or under common control with the Company.

(c)           Base Salary means the Executives annual base salary at the rate in effect during the last regularly scheduled payroll period immediately preceding the occurrence of the Change in Control and does not include, for example, bonuses, overtime compensation, incentive pay, fringe benefits, sales commissions or expense allowances.

(d)           Cause means any of the following:

(i)            the Executives (A) conviction of a felony; (B) commission of any other material act or omission involving dishonesty or fraud with respect to the Company or any of its Affiliated Companies or any of the customers, vendors or suppliers of the Company or its subsidiaries; (C) misappropriation of material funds or assets of the Company for personal use; or (D) engagement in unlawful harassment or other discrimination with respect to the employees of the Company or its subsidiaries;

(ii)           the Executives continued substantial and repeated neglect of his duties, after written notice thereof from the Board, and such neglect has not been cured within 30 days after the Executive receives notice thereof from the Board;

(iii)          the Executives gross negligence or willful misconduct in the performance of his duties hereunder that is materially and demonstrably injurious to the Company; or

(iv)          the Executives engaging in conduct constituting a breach of his written obligations to the Company in respect of confidentiality and/or the use or ownership of proprietary information.

(e)           Change of Control shall be deemed to occur upon the consummation of any of the following transactions:

(i)            a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state of the Companys incorporation or a transaction in which 50% or more of the surviving entitys outstanding voting stock following the transaction is held by holders who held 50% or more of the Companys outstanding voting stock prior to such transaction; or

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