Exhibit
10.13


EMPLOYMENT
AGREEMENT


THIS EMPLOYMENT
AGREEMENT (this “Agreement”) is entered into as of December 20, 2006, by
and between Vista Staffing Solutions, Inc. (together with its affiliates, the “Company”),
On Assignment, Inc. (“OA”) and Mark S. Brouse (“Executive”).  The Company, OA and Executive are later in
this Agreement sometimes referred to individually as a “Party” or
collectively as the “Parties.”


RECITALS


A.            Concurrently with the execution of
this Agreement, OA, VSS Holdings, Inc. and certain other Parties will enter
into that certain Stock Purchase Agreement dated as of the date hereof (the “Stock
Purchase Agreement”), pursuant to which OA will become the owner of all the
outstanding shares of VSS Holdings, Inc.;


B.            In connection with the consummation
and closing of the transactions contemplated by the Stock Purchase Agreement
(the “Closing,” and the date on which the Closing occurs, the “Effective
Date”), the Company and Executive desire that, immediately as of the
Closing, the Company shall employ Executive, and Executive shall accept such
employment, on the terms and subject to the conditions set forth herein; and


C.            Although
this Agreement will be executed by the Parties prior to the Closing, this
Agreement will become effective only if the Closing occurs and shall be null
and void and of no force or effect if the Closing does not occur for any
reason.


AGREEMENT


1.             Employment
Term.  Subject to the
provisions for earlier termination hereinafter provided, Executive’s employment
shall continue for a term commencing on the Effective Date and ending on
December 31, 2008 (the “Initial Termination Date”); provided, that this Agreement shall be
automatically extended for one additional year on the Initial Termination Date
and on each subsequent anniversary of the Initial Termination Date unless
either Executive or the Company elects not to so extend such term by notifying
the other Party, in accordance with Section 7 below, of such election not less
than sixty days prior to the Initial Termination Date, or any anniversary
thereof, as applicable (in any case, the “Employment Period”).


2.             Position and
Duties.


(a)           Position.  During the Employment Period, Executive shall
serve as the President of the Company and shall perform such employment duties
and shall have such rights, privileges and authority as are usual and customary
for such position.  Executive shall
report to Chief Executive Officer of OA (currently Peter Dameris).  OA shall retain full direction and control of
the means and methods by which Executive performs the above services.  At OA’s reasonable request, Executive shall
serve OA, the Company and/or their subsidiaries and affiliates in such other
offices and capacities in addition to serving as the President of the Company
as the Company shall designate, consistent with Executive’s position as
President of 













the Company, without
additional compensation beyond
that specified in this Agreement.


(b)           Place of Employment.  During the Employment Period, Executive shall
perform the services required by this Agreement at the Company’s principal
offices in Salt Lake City, Utah, unless otherwise mutually agreed upon by the
Parties.  Notwithstanding the foregoing,
Executive may from time to time be required to travel temporarily to other
locations on the Company’s business.


(c)           Exclusivity.  During the Employment Period, except for such
other activities as the Compensation Committee of OA (the “Committee”)
shall approve in writing in its sole discretion and as provided below in this
Section 2(c), Executive shall devote Executive’s entire business time, business
attention and business energies to the business and affairs of the Company, to
the performance of Executive’s duties under this Agreement and to the promotion
of the Company’s interests, and shall not (i) accept any other employment,
directorship or consultancy, or (ii) engage, directly or indirectly, in
any other business activity (whether or not pursued for pecuniary advantage)
that is or may be competitive with, or that might place Executive in a competing
position to, that of the Company or OA.  Notwithstanding the foregoing,
nothing herein shall prohibit Executive from (x) serving on up to two boards
(or similar bodies) of charitable organizations, or (y) continuing to own his
current ownership interest and to serve as a member of the Board of Directors
(or comparable body) of Phar Technology, LLC, to the extent, in all cases, that
such activities do not materially interfere with Executive’s duties and
responsibilities to the Company, as determined in the reasonable discretion of
the Committee.


3.             Compensation.


(a)           Base Salary.  During the Employment Period, the Company
shall pay Executive a base salary (the “Base Salary”) initially set at
$261,000 per year, payable in accordance with the Company’s normal payroll
procedures applicable to similarly situated senior executives of OA, as in
effect from time to time.  Beginning in
calendar year 2008 and thereafter during the Employment Period, the Base Salary
shall be subject to annual review and increase (but not decrease) in the sole
discretion of the Committee.


(b)           Annual Bonus.  In addition to the Base Salary, Executive
shall be eligible to earn an annual cash bonus in respect of each calendar year
during the Employment Period beginning in calendar year 2007, as described
below (each, an “Annual Bonus”), subject in each case to Executive’s
continued employment through the 31st day of December in the year in respect of
which any Annual Bonus becomes payable. 
In respect of calendar year 2007, Executive shall be eligible to earn,
and if and to the extent earned, shall be paid, an Annual Bonus of up to
$195,750, determined as follows: (i) if, during 2007, the Company attains
earnings before income, tax, depreciation and amortization, each determined in
accordance with United States GAAP, consistently applied, as reported on its
consolidated financial statements for such period (“EBITDA”) of no less
than 110% of budgeted EBITDA (“2007 Target EBITDA”), the 2007 Annual
Bonus shall equal no less than $97,875, and (ii) for each percentage point by
which the Company’s 2007 EBITDA exceeds 2007 Target EBITDA up to 130% of 2007
Target EBITDA, the 2007 Annual Bonus shall be increased by no less than
$4,893.75, up to an additional 2007 Annual Bonus amount of $97,875 (and  up to a total 2007 Annual Bonus of 



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$195,750), provided, that if the Company does not
attain 2007 Target EBITDA, an Annual Bonus shall only become payable to
Executive in respect of calendar year 2007 if the Committee, in its sole
discretion, so determines.  In respect of
calendar years during the Employment Period beginning after 2007, any Annual
Bonus shall be determined by reference to the attainment of objective
performance criteria, which criteria shall be determined by the Committee
within sixty days after the start of the applicable calendar year.  Each Annual Bonus shall be paid to Executive,
to the extent that any such Annual Bonus becomes payable, within thirty days
after the date on which the Committee conclusively determines the extent to which
the applicable performance criteria have (or have not) been met.


(c)           Credit Card Reward Miles.  During the Employment Period, the Company
shall provide Executive with a corporate American Express card (or similar
major credit card) to be used solely for the purpose of paying expenses that
would otherwise be reimbursable pursuant to Section 3(f) below.  To the extent that Executive accrues miles
(or comparable reward credit, “Miles”) based on Executive’s use of such
corporate credit card (i) for expenses incurred directly by Executive for
Executive’s travel, lodging and/or other individual business expenses,
Executive shall be permitted to apply any Miles so accrued to personal and/or
business use in Executive’s sole discretion, and (ii) for expenses incurred on
behalf of other employees or consultants of the Company (including without
limitation, other employees’ or consultants’ travel and lodging) or items or
services purchased on behalf of the Company, Executive shall apply such Miles
to the purchase of travel, lodging and/or 
related upgrades associated with business-related travel only.  To the extent that any Miles accrued for
expenses described in clause (ii) of this section 3(c) are not applied by
Executive as described in such clause (ii), such Miles shall be and remain the
sole property of the Company.


(d)           Benefit Plans; Technology.  During the Employment Period, Executive and
Executive’s legal dependants shall be eligible to participate in the welfare
benefit plans, policies and programs (including, if applicable, medical,
dental, disability, life and accidental death insurance plans and programs)
maintained by OA generally for its senior executives.  In addition, during the Employment Period,
Executive shall be eligible to participate in such incentive, savings and
retirement plans, policies and programs as are made available to similarly
situated senior executives of OA, provided, that
the OA shall have no obligation, in any case, to adopt, maintain or continue
any such plans, policies or programs. 
During the Employment Period, Executive shall be eligible to receive
technology equipment and support commensurate with Executive’s position and
comparable to that provided to similarly situated senior executives of OA.


(e)           Vacation.  During the Employment Period, Executive shall
be entitled to four weeks of paid vacation per calendar year, pro rated for any
service by Executive during any partial calendar year, provided,
that Executive shall not accrue any vacation time in excess of four weeks.


(f)            Expenses.  During the Employment Period, Executive shall
be entitled to receive prompt reimbursement of all reasonable business expenses
incurred by Executive in accordance with the expense reimbursement policy of OA
applicable to senior executives of OA, as in effect from time to time, provided
that Executive properly substantiates such expenses in accordance with such
policy.



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(g)           Charitable Contributions.  Beginning in calendar year 2007, each year
during the Employment Period, Executive may designate a charitable organization
that is exempt from taxation under Section 501(c)(3) of the Internal Revenue
Code to which the Company shall contribute up to $5,000 prior to the end of
such year, as directed by Executive, provided that Executive remains employed
by the Company through the end of such year.


4.             Termination of Employment.


Either the Company
or Executive may terminate Executive’s employment at any time for any reason or
no reason, subject to the terms and conditions of this Section 4.  The following provisions shall control any
such termination of Executive’s employment.


(a)           Termination
Without Cause.  The Company may
terminate Executive’s employment without Cause (as defined below) at any time
during the Employment Period upon written notice to Executive provided in
accordance with Section 7 below (for purposes of this Section 4(a), the date
specified in any such notice provided in accordance with this Section 4(a)
shall constitute the “Date of Termination”).  If Executive’s employment is terminated as
provided in this Section 4(a), the Company shall promptly, or in the case of
obligations described in clause (v) below, as such obligations become due to
Executive, pay or provide to Executive, (i) Executive’s earned but unpaid Base
Salary accrued through the Date of Termination, (ii) accrued but unpaid
vacation time through the Date of Termination, (iii) any Annual Bonus required
to be paid to Executive pursuant to this Agreement for any calendar year of the
Company ending prior to the Date of Termination, to the extent payable, but not
previously paid, (iv) reimbursement of any business expenses incurred by
Executive prior to the Date of Termination that are reimbursable under Section
3(f) above, and (v) any vested benefits and other amounts due to Executive under
any plan, program or policy of the Company or OA (together, the “Accrued
Obligations”).  In addition, subject
to Executive’s execution and non-revocation of a binding Release (as defined
below) in accordance with Section 4(g) below and Executive’s continued
compliance with the Confidentiality Agreement (as defined below), Executive
shall be entitled to the following payments and benefits from the Company (the
“Severance”):


(1)                                  continued
payment of Executive’s Base Salary at the rate in effect as of the Date of
Termination for a period of twelve months following the Date of Termination, in
accordance with the Company’s normal payroll procedures applicable to senior
executives of OA, as in effect from time to time;


(2)                                  continued
healthcare coverage for Executive and Executive’s legal dependents for a period
of twelve months from the Date of Termination, to the extent each such
individual received healthcare coverage provided by the Company immediately
prior to such termination of employment, at the same cost to Executive as such
coverage cost Executive immediately 



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                                                prior
to such termination (subject to premium increases affecting participants in
such plan(s) generally), provided that Executive properly elects continuation
healthcare coverage under Section 4980B of the Internal Revenue Code and the
regulations thereunder (“COBRA”); the healthcare coverage described in
this Section 4(a)(2) shall be in addition to and not in lieu or a part of any
continued healthcare coverage to which Executive would otherwise be entitled
under COBRA absent this Section 4(a)(2), for which continued healthcare
coverage Executive shall remain eligible following such twelve-month
continuation period at Executive’s sole expense as and to the extent provided
by law; and


(3)                                  a
pro rated portion of the Annual Bonus that would otherwise become payable in
respect of the year in which the Date of Termination occurs (if any), if and to
the extent that, as of the Date of Termination, the Company is on track to
attain the performance objectives applicable to such Annual Bonus, as
determined in the reasonable discretion of the Committee, provided,
that if performance objectives have not yet been determined for such Annual
Bonus, then no amount shall become payable pursuant to this Section 4(a)(3).


(b)           Constructive Termination.  Executive may terminate Executive’s
employment upon the occurrence of a Constructive Termination (as defined below)
at any time during the Employment Period upon written notice to OA provided in
accordance with Section 7 below (for purposes of this Section 4(b), the date
specified in any such notice shall, subject to any applicable cure period,
constitute the “Date of Termination”). 
If Executive’s employment is terminated as provided in this Section
4(b), the Company shall promptly, or in the case of obligations described in
clause 4(a)(v) above, as such obligations become due to Executive, pay or
provide to Executive the Accrued Obligations. 
In addition, upon a Constructive Termination, subject to Executive’s
execution and non-revocation of a binding Release in accordance with Section
4(g) below and Executive’s continued compliance with the Confidentiality
Agreement, Executive shall be entitled to receive the Severance.


(c)           Death; Disability.  If Executive dies during the Employment
Period or Executive’s employment is terminated due to Executive’s Disability
(as defined below), Executive or Executive’s estate, as applicable, shall be
entitled to receive the Accrued Obligations promptly, or, in the case of
benefits described in Section 4(a)(v) above, as such obligations become due to
Executive.  In addition, subject to
Executive’s (or Executive’s estate’s) execution and non-revocation of a binding
Release in accordance with Section 4(g) below and Executive’s continued compliance
with the Confidentiality Agreement (upon a 



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Disability termination), Executive (or
Executive’s estate) shall be entitled to receive the Severance.  For purposes of this Section 4(c), “Date
of Termination” shall mean the date of Executive’s death or the date on
which the Committee notifies Executive, in accordance with Section 7 below,
that Executive’s employment has terminated due to Executive’s Disability, as
applicable.


(d)           Cause.  If Executive’s employment becomes terminable
by the Company for Cause, the Company may terminate Executive’s employment
immediately upon notice to Executive provided in accordance with Section 7
below, and Executive shall be entitled to receive the Accrued Obligations
promptly or, in the case of benefits described in Section 4(a)(v) above, as
such obligations become due to Executive.


(e)           Resignation.  Executive may terminate Executive’s
employment upon sixty days’ notice to OA provided in accordance with Section 7
below, subject to OA’s right to waive any or all of such notice period.  If Executive so terminates Executive’s
employment, Executive shall be entitled to receive the Accrued Obligations
promptly, or, in the case of benefits described in Section 4(a)(v) above, as
such obligations become due to Executive. 
If the Company elects to waive the notice period provided for in this
Section 4(e), Executive shall not be entitled to any compensation in respect of
such period.


(f)            Other
Terminations.  If Executive’s
employment terminates for any reason other than those specified in Sections
4(a), (b), (c), (d) or (e) above (including without limitation, expiration of
the Employment Period or election by the Company or Executive not to extend the
Employment Period), the Company shall promptly, or in the case of items
described in Section 4(a)(v) above, as such obligations become due to
Executive, pay or provide to Executive the Accrued Obligations.


(g)           Release;
Exclusivity of Benefits. 
Notwithstanding anything in this Agreement to the contrary, it shall be
a condition to Executive’s right to receive the Severance that Executive (or
Executive’s estate) execute, deliver to the Company and not revoke a general
release of claims in a form reasonably prescribed by the Company (the “Release”).  Except as expressly provided in this Section
4, upon the termination of Executive’s employment, the Company shall have no
obligations to Executive in connection with Executive’s employment with the
Company or the termination thereof.


(h)           Definitions.


“Cause” shall mean (i) a
material breach of this Agreement by Executive; (ii) the willful or repeated
failure or refusal by Executive substantially to perform Executive’s material
duties hereunder; (iii) Executive’s commission of any felony or other crime
involving moral turpitude, (iv) fraud, embezzlement or misappropriation by
Executive relating to the Company or its funds, properties, corporate
opportunities or other assets to the extent that the Company reasonably
determines such act to be materially injurious to the Company, or (v) Executive
repeatedly acting in a manner or repeatedly making any statements, in either
case, which the Company reasonably determines to be detrimental or damaging to
the reputation, operations, prospects or business relations of the Company.



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“Disability” shall mean that
Executive has become entitled to receive benefits under the applicable
provisions of a Company long-term disability insurance program or, if no such
program is applicable to Executive, then Disability means Executive’s
incapacity due to physical or mental illness during which Executive is unable
to substantially perform Executive’s duties under this Agreement for a period
of 6 consecutive months or for 180 days within any 365-day period or which can
reasonably be expected to continue indefinitely, in any case, as determined by
the Committee.


“Constructive Termination” shall mean (i) a material
reduction in Executive’s duties or responsibilities; (ii) a material reduction
of the Base Salary to which Executive is entitled as of the Effective Date;
(iii) the assignment to Executive of duties or responsibilities that are
materially inconsistent with Executive’s position as the President of the
Company; (iv) any action by the Company or OA that requires, or would require,
Executive to take any action that is illegal or unethical; or (v) the
relocation by the Company of Executive’s principal place of work to a location
outside of Salt Lake County, Utah. 
Notwithstanding the foregoing, no such act(s) or omission(s) shall constitute
Constructive Termination unless Executive notifies the Company in accordance
with Section 7 below within 60 days after the occurrence of the act(s) or
omission(s) that Executive believes constitute Constructive Termination and the
Company fails to cure any such act(s) or omission(s) within 15 days of receipt
of such notice.


5.             Confidentiality,
Nonsolicitation and Noncompetition. 
Concurrently herewith, Executive agrees to execute and comply with the
terms of the Confidentiality, Nonsolicitation and Noncompetition Agreement
attached hereto as Exhibit A (the “Confidentiality Agreement”).  The compensation and benefits provided under
this Agreement, together with the compensation and benefits provided under the
Stock Purchase Agreement, any Severance obligations arising hereunder and other
good and valuable consideration are hereby acknowledged by the Parties hereto
to constitute adequate consideration for Executive’s entering into the
Confidentiality Agreement.


6.             Representations.


(a)           No Violation of Other Agreements.  Executive hereby represents
and warrants to the Company that (i) Executive is entering into this Agreement
voluntarily and that the performance of Executive’s obligations hereunder will
not violate any agreement between Executive and any other person, firm,
organization or other entity, including without limitation, any agreements with
the Company or any of its affiliates, and (ii) Executive is not bound by the
terms of any agreement with any previous employer or other Party to refrain
from competing, directly or indirectly, with the business of such previous
employer or other Party that would be violated by Executive’s entering into
this Agreement and/or providing services to the Company pursuant to the terms
of this Agreement.


(b)           No Disclosure of Confidential Information.   Executive’s
performance of Executive’s duties under this Agreement will not require
Executive to, and Executive shall not, rely on in the performance of
Executive’s duties or disclose to the Company or any other person or entity or
induce the Company in any way to use or rely on any trade secret or other
confidential or proprietary information or material belonging to any previous
employer of Executive.



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7.             Notice.  Any notice or other communication required or
permitted under this Agreement shall be effective only if it is in writing and
delivered personally or sent by fax, email or registered or certified mail,
postage prepaid, addressed as follows (or if it is sent through any other
method agreed upon by the Parties):


If to OA:


On Assignment, Inc.


26651 W. Agoura Road

Calabasas, CA 91302


Tel: (818) 878-7900


Attention:
Chief Executive Officer


If to Executive: to the most current home address on
file with the Company’s Human Resources Department,


or to such other
address as any Party may designate by notice to the other in accordance with
this Section 7, and shall be deemed to have been given upon actual receipt.


8.             Effectiveness.  Although this Agreement will be
executed by the Parties prior to the Closing, the effectiveness of this
Agreement is subject to and conditioned upon the occurrence of the
Closing.  Therefore, this Agreement shall
become effective only upon the Closing, it being understood that this Agreement
shall be null and void and of no force or effect if the Closing is not
consummated for any reason.


9.             Miscellaneous.


(a)           Governing Law.  The rights and duties of the Parties will be
governed by the local law of the State of Utah, excluding any choice-of-law
rules that would require the application of the laws of any other jurisdiction.  The Parties consent to the jurisdiction of
the state and federal courts located in the state of Utah to adjudicate any
disputes between the Parties.


(b)           Captions.  The captions of this Agreement are not part
of the provisions hereof, rather they are included for convenience only and
shall have no force or effect.


(c)           Amendment.  The terms of this Agreement may not be
amended or modified other than by a written instrument executed by the Parties
or their respective successors.


(d)           Withholding.  The Company shall withhold from any amounts
payable under this Agreement all federal, state, local and/or foreign taxes, as
the Company determines to be legally required pursuant to any applicable laws
or regulations.


(e)           No Waiver.  Failure by any Party to insist upon strict compliance
with any provision of this Agreement or to assert any right such Party may have
hereunder shall not be 



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deemed to be a waiver of
such provision or right or any other provision or right of this Agreement.


(f)            Severability.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.


(g)           Construction.  The Parties hereto acknowledge and agree that
each Party has reviewed and negotiated the terms and provisions of this
Agreement and has had the opportunity to contribute to its revision.  Accordingly, the rule of construction to the
effect that ambiguities are resolved against the drafting Party shall not be
employed in the interpretation of this Agreement.  Rather, the terms of this Agreement shall be
construed fairly as to all Parties and not in favor or against any Party by the
rule of construction abovementioned.


(h)           Assignment.  This Agreement is binding on and for the
benefit of the Parties and their respective permitted successors, heirs,
executors, administrators and other legal representatives.  Neither this Agreement nor any right or
obligation hereunder may be assigned by Executive.


(i)            Payment
of Fees and Expenses.  In the event
that any Party initiates legal proceedings seeking legal or equitable relief,
including without limitation, any arbitration proceedings pursuant to Section
9(k) below, relating to one or more issues of or concerning an alleged breach
of any provision of this Agreement or seeking enforcement of any provision of
this Agreement, the Party that prevails in such legal proceeding with respect
to any such issue shall be entitled to payment from the non-prevailing Party of
all reasonable attorneys’ fees and expenses incurred by the prevailing Party in
connection with any such legal proceeding. 
“Expenses” shall include, but not be limited to, all reasonable
expenses and will not be limited to costs as defined by Rule 54 of the Utah
Rules of Civil Procedure.


(j)            Entire
Agreement.  As of the Effective Date,
this Agreement, together with the Confidentiality Agreement, constitutes the
final, complete and exclusive agreement and understanding between Executive, OA
the Company with respect to the subject matter hereof and replaces and
supersedes any and all other agreements, offers or promises, whether oral or
written, made to Executive by the Company, OA or any representative thereof.


(k)           Arbitration
of Disputes.  Any dispute,
controversy, or claim arising out of or relating to this Agreement, or the
breach of this Agreement, shall be settled or resolved by binding arbitration
administered by the American Arbitration Association in accordance with its
Employment Arbitration Rules and Mediation Procedures (which rules are
available at www.adr.org), as said rules may be amended, supplemented, or
replaced by action of the American Arbitration Association, and judgment on the
award rendered by the arbitrator may be entered in and fully enforced by any
court having jurisdiction thereof.


(l)            Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.



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(m)          Construction.  Where the context requires, the singular
shall include the plural, the plural shall include the singular and any gender
shall include both genders.


 



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IN WITNESS
WHEREOF, Executive has hereunto set Executive’s hand and the Company and OA
have each caused these presents to be executed in their respective names on
their respective behalves, all as of the day and year first above written.


	
  

  	
  ON
  ASSIGNMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter Dameris

  
	
   

  	
   

  	
  Name: Peter
  Dameris

  
	
   

  	
   

  	
  Title: Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VISTA
  STAFFING SOLUTIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kathryn E. Hoffman-Abby

  
	
   

  	
   

  	
  Name: Kathryn E.
  Hoffman-Abby

  
	
   

  	
   

  	
  Title: Executive
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Mark S. Brouse

  
	
   

  	
   

  	
  Mark S. Brouse

  
				












Exhibit A


[CONFIDENTIALITY
AGREEMENT]