Exhibit 10.12


EMPLOYMENT AGREEMENT


THIS EMPLOYMENT
AGREEMENT (this “Agreement”) is entered into as of January 1, 2007 (the “Effective
Date”), by and between On Assignment, Inc. (the “Company”) and James
Brill (“Executive”).


AGREEMENT


1.             Employment
Term.  Subject to the
provisions for earlier termination hereinafter provided, Executive’s employment
shall continue for a term commencing on January 1, 2007 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 Senior Vice President and Chief Financial Officer of the Company and
shall perform such employment duties as are usual and customary for such
position, including without limitation, oversight and management of the Company’s
Finance and Accounting, Risk Management and Investor Relations
departments.  Executive shall report to
the Chief Executive Officer of the Company (“CEO”).  The Company shall retain full direction and
control of the means and methods by which Executive performs the above
services.  At the Company’s request,
Executive shall serve the Company and/or its subsidiaries and affiliates in
such other offices and capacities in addition to the foregoing as the Company
shall designate, consistent with Executive’s position, 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 Calabasas, California, 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.


(d)           Exclusivity.  During the Employment Period, except for such
other activities as the Compensation Committee of the Board of Directors (the “Committee”)
shall approve in writing in its sole discretion and as otherwise provided in
this Section 2(d), Executive shall devote his entire business time, attention
and 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.  Notwithstanding the
foregoing, (i) 













for a period not to exceed ninety days from and after the Effective
Date, Executive may provide the consulting services described on Schedule A
hereto to Diagnostic Products Corporation and the provision of such consulting
services shall not constitute a breach of this Section 2(d), and (ii) provided that such activities do not
interfere with the fulfillment of Executive’s 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 and own
up to 5% of the outstanding voting securities of any public company; or (C)
with the prior approval of the CEO, serve as a director of up to two other
companies so long as such companies do not compete with the Company and
Executive notifies the CEO in advance of accepting any such position.


3.             Compensation.


(a)           Base Salary.  During the Employment Period, the Company
shall pay Executive a base salary (the “Base Salary”) set at $275,000
per year for calendar year 2007 and subject thereafter to annual review and
increase (but not decrease) in the sole discretion of the Committee.  The Base Salary shall be payable in
accordance with the Company’s normal payroll procedures applicable to senior
executives of the Company, as in effect from time to time.


(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 date on which annual bonuses are paid generally to the
Company’s senior executives.  In respect
of calendar year 2007, Executive shall be eligible to earn an Annual Bonus
ranging from $0 - $275,000, determined by reference to the Company’s earnings
before interest, tax, depreciation and amortization as reported on its
consolidated financial statements for such period (“EBITDA”).  The EBITDA targets applicable to Executive’s
2007 Annual Bonus shall be consistent with those applicable to the
determination of the CEO’s 2007 annual bonus and shall be determined by the
Committee, after consultation with the CEO and Executive, no later than March
31, 2007.  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)           Stock
Option.  Subject to approval by the
Committee, as soon as practicable following the Effective Date, the Company
shall grant to Executive a nonqualified option to purchase 100,024 shares of
Company common stock (the “Option”).  The Option shall be granted to Executive at
an exercise price per share equal to 100% of the fair market value of a share
of Company common stock on the date of grant, as determined by the Committee.  Subject to Executive’s continued employment
with the Company through each such date, the Option shall vest and become
exercisable with respect to 25,000 of the shares subject thereto on the first
anniversary of the date of grant of the Option (the “Option Grant Date”)
and with respect to 2,084 of the shares subject thereto on each monthly
anniversary of the Option Grant Date thereafter, such that the Option shall be
vested and exercisable with respect to all shares subject thereto (subject to
Executive’s continued employment) on the fourth anniversary of the Option 



 2
 









Grant Date. 
Consistent with the foregoing, the terms and conditions of the Option,
including the applicable vesting conditions, shall be set forth in an Option
grant agreement to be entered into by the Company and Executive in a form
prescribed by the Company which shall evidence the grant of the Option (the “Option
Agreement”).  The Option shall,
subject to the provisions of this Section 3(c), be governed in all respects by
the terms of the applicable Option Agreement.


(d)           Restricted Stock Units.  Subject to approval by the Committee, as soon
as practicable following the Effective Date, the Company shall grant to
Executive, under the OA Restated 1987 Stock Option Plan (the “Equity Plan”), 60,000 restricted stock
units (the “RSUs”).  Subject to
Executive’s continued employment with the Company through each such date, the
RSU grant shall vest with respect to 15,000 RSUs on the first anniversary of
the date of grant of the RSUs (the “RSU Grant Date”) and with respect to
1,250 of the RSUs on each monthly anniversary of the RSU Grant Date thereafter,
such that the RSU grant shall be vested with respect to all RSUs (subject to
Executive’s continued employment) on the fourth anniversary of the RSU Grant
Date.  Consistent with the foregoing, the
terms and conditions of the RSUs, including the applicable vesting and share
delivery conditions, shall be set forth in a RSU grant agreement to be entered
into by the Company and Executive which shall evidence the grant of the RSUs and,
except as otherwise expressly provided herein, shall be consistent with the
terms and conditions contained in RSU grant agreements provided to other key
executives of the Company (the “RSU Agreement”). The RSUs shall, subject
to the provisions of this Section 3(d), be governed in all respects by the
terms of the Equity Plan and the applicable RSU Agreement.


(e)           Additional Incentive Bonus.  In addition to the Base Salary, any Annual
Bonuses and the RSU and Option grants, the Company may, in its sole discretion,
pay to Executive a one-time additional bonus of up to $50,000 (the “Additional
Bonus”) upon the attainment of performance objectives relating to the
post-transaction integration of the Company with each of Vista Staffing
Solutions, Inc. and Oxford, Inc., including synergy savings and other criteria
selected by the Committee (the “Additional Bonus Objectives”).  The Additional Bonus Objectives shall be
established, after consultation with Executive, in the sole discretion of the
Committee, and the Additional Bonus shall become payable, if at all, at such
date or dates as are determined by the Committee, subject to Executive’s
continued employment through any such date(s). 
Determinations as to whether the Additional Bonus performance objectives
have been attained shall be made in the sole discretion of the Committee.


(f)            Benefit Plans.  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 the Company for its senior executives.  In addition, Executive shall be eligible to
participate in such incentive, savings and retirement plans, policies and
programs as are made available to senior executives of the Company, provided, that the Company shall have no obligation, in any
case, to adopt, maintain or continue any such plans, policies or programs.


(g)           Additional Perquisites.  In addition to the compensation and benefits
described above in this Section 3, during the Employment Period, the Company
shall (i) pay to Executive an automobile allowance of $450 per month and, (ii)
pay or reimburse Executive for 



 3
 









actual, properly
substantiated expenses incurred by Executive in connection with (A) an annual
physical examination, not to exceed $1,500 per calendar year; and (B) tax
preparation and financial planning services, not to exceed $2,500 per calendar
year.


(h)           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.


(i)            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 Company expense reimbursement
policy applicable to senior executives of the Company, as in effect from time
to time, provided that Executive properly substantiates such expenses in
accordance with such policy.


4.             Termination of Employment.


Either the Company
or Executive may terminate Executive’s employment at any time for any reason or
no reason.  The following provisions
shall control any such termination of Executive’s employment, subject to
Section 8 below.


(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 (iv) below, as such obligations become due to
Executive, pay or provide to Executive, (i) Executive’s earned but unpaid Base
Salary accrued through such Date of Termination, (ii) accrued but unpaid
vacation time through such Date of Termination, (iii) reimbursement of any
business expenses incurred by Executive prior to the Date of Termination that
are reimbursable under Sections 3(g) or 3(i) above, and (iv) any vested
benefits and other amounts due to Executive under any plan, program or policy
of the Company (together, the “Accrued Obligations”).  In addition, subject to Section 4(h) below,
Executive’s execution and non-revocation of a binding Release (as defined
below) in accordance with Section 4(f) below and Executive’s continued
compliance with the Confidentiality Agreement (as defined below), Executive
shall be entitled to 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 the Company, as in effect from
time to time (the “Severance”).


(b)           Death; Disability.  If Executive dies during the Employment
Period or Executive’s employment is terminated due to Executive’s total and
permanent disability (as determined by the Committee), 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)(iv), as such
obligations become due to Executive.  In
addition, subject to Section 4(h) below, Executive’s (or Executive’s estate’s)
execution and non-revocation of a binding Release 



 4
 









in accordance with Section 4(g) below and
Executive’s continued compliance with the Confidentiality Agreement (upon a
disability termination), Executive (or Executive’s estate) shall be entitled to
receive the Severance.  For purposes of
this Section 4(b), “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.


(c)           Cause.  If Executive’s employment becomes terminable
by the Company for Cause, the Company may terminate Executive’s employment
immediately and Executive shall be entitled to receive the Accrued Obligations
promptly or, in the case of benefits described in Section 4(a)(iv), as such
obligations become due to Executive.


(d)           Resignation.  Executive may terminate Executive’s
employment upon sixty days’ notice to the Company provided in accordance with
Section 7 below, subject to the Company’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)(iv), as such obligations become due to Executive.  If the Company elects to waive the notice
period provided for in this Section 4(d), Executive shall not be entitled to
any compensation in respect of such period.


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


(f)            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
his estate) execute, deliver to the Company and not revoke a general release of
claims in a form 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 his employment with the Company or
the termination thereof.


(g)           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 duties hereunder; (iii) the indictment of Executive for 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.



 5
 









(h)           Six-Month Delay.  Notwithstanding anything to the contrary in
this Agreement, no compensation or benefits, including without limitation any
Severance payments, shall be paid to Executive during the 6-month period
following Executive’s “separation from service” (within the meaning of Section
409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”))
if the Committee determines that paying such amounts at the time or times
indicated in this Agreement would cause Executive to incur additional taxes
under Section 409A of the Code.  If the
payment of any such amounts is delayed as a result of the previous sentence,
then on the first day following the end of such 6-month period, the Company
shall pay Executive a lump-sum amount equal to the cumulative amount that would
have otherwise been payable to Executive during such 6-month period.


5.             Confidential
Information and Employee Developments.  Concurrently herewith, Executive agrees to
execute and comply with the terms of the Confidential Information and Employee
Development Agreement attached hereto as Exhibit A (the “Confidentiality
Agreement”).  The compensation and
benefits provided under this Agreement, together with 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) he is entering into this
Agreement voluntarily and that the performance of his obligations hereunder
will not violate any agreement between him and any other person, firm,
organization or other entity, and (ii) he 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 his 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 his duties under
this Agreement will not require him to, and he shall not, rely on in the
performance of his 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.


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 the Company:

  
	
   

  	
   

  
	
   

  	
  On Assignment,
  Inc.

  
	
   

  	
  26651 W. Agoura
  Road

  
	
   

  	
  Calabasas, CA
  91302

  
	
   

  	
  Tel: (818)
  878-7900

  
	
   

  	
  Attention: Chief
  Executive Officer

  



 



 6
 









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 hereto may designate by notice to the other in accordance
with this Section 7, and shall be deemed to have been given upon receipt.


8.             Change of Control Agreement.  Notwithstanding anything contained in this
Agreement, the parties hereto acknowledge that Executive and the Company have
entered into an Executive Change of Control Agreement of even date herewith
(the “COC Agreement”) and, that, in the event that Executive becomes entitled
to compensation or benefits under the COC Agreement (as determined solely under
the terms of the COC Agreement), this Agreement shall be superseded by the COC
Agreement and no further compensation or benefits in any form shall become
payable under this Agreement.


9.             Miscellaneous.


(a)           Governing
Law.  The rights and duties of the
parties will be governed by the local law of the State of California, excluding
any choice-of-law rules that would require the application of the laws of any
other jurisdiction.  The parties hereto
consent to the jurisdiction of the state and federal courts located in the
state of California to adjudicate any disputes between such 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
hereto 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 either party
hereto to insist upon strict compliance with any provision of this Agreement or
to assert any right such party may have hereunder shall not be 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 both
parties hereto and not in favor or against either party by the rule of
construction abovementioned.



 7
 









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


(i)            Entire
Agreement.  As of the Effective Date,
this Agreement, together with the Confidentiality Agreement, any applicable
Stock Option Agreement and RSU Agreement and the COC Agreement, constitute the
final, complete and exclusive agreement and understanding between Executive and
the Company with respect to the subject matter hereof and replace and supersede
any and all other agreements, offers or promises, whether oral or written, made
to Executive by the Company or any representative thereof.


(j)            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.


 



 8














IN WITNESS
WHEREOF, Executive has hereunto set his hand and, pursuant to the authorization
from the Committee, the Company has caused these presents to be executed in its
name on its behalf, all as of the day and year first above written.


	
  

  	
   

  	
  ON
  ASSIGNMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter Dameris

  
	
   

  	
   

  	
  Name: Peter Dameris

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ James Brill

  
	
   

  	
   

  	
  Name: James Brill

  
	
   

  	
   

  	
  Title: Chief Financial Officer

  



 


 















Schedule
A


DESCRIPTION
OF CONSULTING SERVICES


During the first
ninety days of the Employment Period, Executive shall be permitted to devote up
to two business days per week to the performance of consulting services for
Executive’s former employer, Diagnostic Products Corporation, relating to the
successful transition of Executive’s former position at Diagnostic Products
Corporation and the duties and responsibilities associated therewith to
Executive’s successor at Diagnostic Products Corporation.


 



 S-1














Exhibit A


ON ASSIGNMENT, INC.


CONFIDENTIAL INFORMATION AND


DEVELOPMENT
AGREEMENT


In consideration
of my engagement by On Assignment, Inc. (the “Company”) to provide the
services (the “Services”) described in the Employment Agreement entered
into between the Company and me, dated January 1, 2007 (the “Employment
Agreement”), I hereby agree as follows (in this “Agreement”):


1.                                      Confidential
Information.


a.             General.  I acknowledge and understand that I will be
given access to certain confidential, secret and proprietary information and
materials owned by the Company or which relate to the Company’s historical,
current or planned business or business activities, including but not limited
to, all information not generally known to the public that relates to the inventions,
processes, formulas, designs, developments, technology, technical data,
research and development, products, policies, practices, supplier information,
markets, marketing plans, subscribers and proposals of the Company, the
identity of all actual and prospective clients, client lists, files and all
information relating to individual clients, and information on all persons for
whom the Company performs services or with whom I have contact during the
course of my employment related to the Company’s current or planned business or
business activities, and all other information the Company designates as “confidential”
(hereafter the “Confidential Information”), provided,
that Confidential Information does not include information which (i) is or
becomes publicly known other than as a result of my actions in violation of
this Agreement; (ii) has been made available by the Company, directly or
indirectly, to a non-affiliated third party without obligation of
confidentiality; or (iii) I am obligated to produce as a result of a court
order or pursuant to governmental action or proceeding, provided that I give
the Company prompt written notice of such requirement prior to such disclosure
and assistance in obtaining an order protecting such Confidential Information
from public disclosure.


b.             Use
of Confidential Information.  I
acknowledge and agree that all Confidential Information shall be considered
trade secrets of the Company and shall be entitled to all protections given by
law to trade secrets.  Confidential
Information shall apply to every form in which information shall exist, whether
written, film, tape, computer disk or other form of media, including original
materials and any copies thereof.  I
agree that the Confidential Information shall be the sole and exclusive
property of the Company.  I will not,
during my employment with the Company or at any time after the termination
thereof for any reason whatsoever, disclose or make known or use for myself or
others (except as required in the course of my employment with the Company or
when otherwise authorized to do so in writing signed by an authorized
representative of the Company) any Confidential Information or information 



 A-1
 








about clients to
any person, firm, corporation or other entity. 
Moreover, I will not directly or indirectly help or assist any other
person to do any of the prohibited acts listed in this section.


2.                                      Documents.  All notes, memoranda, files, records,
writings and other documents, whether on tangible or electronic media (“Documents”),
which I shall prepare, use or come into contact with during my employment with
the Company which relate to or are useful in any manner to the business now or
hereafter conducted by the Company are and shall remain the sole and exclusive
property of the Company.  I shall not
remove from the Company’s premises the original or any reproduction of any such
Documents nor any of the information contained therein except as required in
the course of employment with the Company or otherwise with the prior written
consent of an authorized representative of the Company, and all such Documents
and information in my possession or under my custody or control shall be turned
over to the Company immediately upon the termination of my service relationship
with the Company.  


3.                                      Developments.


a.             Property
of the Company.  I agree that all
Developments (as defined below) shall be at the instant of creation or
expression the sole property of the Company, to the greatest extent possible
shall be deemed “works made for hire” and that I shall retain no rights or
interest of any kind therein.  The
Company shall own all right, title and interest of any kind in and to all
Developments and all related intellectual property, ownership and other rights
and I shall have no claims, interest, rights or title in and to each of the
Developments and all related intellectual, ownership and other rights thereto.


b.             Waiver
of Rights; License.  In the event
that, by operation of law or otherwise, I retain any rights to any Developments
or any related intellectual property, ownership or other rights, I hereby
transfer and assign to the Company, without further consideration, my entire
right, title and interest in and to such Developments and all related
intellectual property, ownership and other rights, and I hereby waive any and
all rights or interest of any kind therein including any moral rights; and to
the extent any right, title or interest in and to any Developments or any
related intellectual property, ownership or other rights cannot fully be assigned
by me to the Company, I hereby grant to the Company an exclusive, royalty-free,
transferable, irrevocable, perpetual, worldwide license (with rights to
sublicense) to use, exploit and practice such non-assignable right, title and
interest.


c.             Cooperation.  I agree to assist the Company in protecting
the Company’s sole interest in the Developments, and to execute any and all
documents required to ensure that all intellectual property rights in the
Developments are owned solely and exclusively by the Company.  I hereby irrevocably appoint the Company as
my true and lawful attorney-in-fact, which appointment is coupled
with an interest to act for and on my behalf to execute, verify and file any
such documents and to do all other acts to 



 A-2
 








further the
purposes of this Section 3 with the same legal force and effect as if executed
by me (including without limitation the right to execute assignments of and to
register any and all rights to the Developments), and this appointment shall
survive termination of this Agreement.  I
agree to promptly and fully disclose in writing to the Company all Developments
during the term of the Employment Agreement and for a period of one year
immediately following the termination of my service relationship with the
Company for any reason (the “Restricted Period”).


d.             Limited
Scope.  This Section 3 shall not
apply to any inventions that I have made prior to my service relationship with
the Company (all of which are listed on Annex A, attached hereto), or to any
inventions that I develop entirely on my own time without use of the Company’s
equipment, supplies, facilities or Confidential Information and which do not
relate to the Company’s present, future or prospective business, products,
research and development, processes or the work I perform for the Company.  If, in the course of my employment with the
Company, I incorporate an invention identified on Annex A into a Development, I
hereby grant the Company a nonexclusive, royalty-free, irrevocable, perpetual,
worldwide license (with rights to sublicense) to make, have made, modify, use,
distribute and sell such prior invention. 
Notwithstanding the foregoing, I agree that I will not incorporate, or
permit to be incorporated, prior inventions in any Developments without the
Company’s prior written consent.


e.             Developments
Definition.  As used in this Section
3, “Developments” means any and all: (i) ideas, designs, designations,
concepts, inventions, products, discoveries, improvements, processes, machines,
manufacturing, marketing, service methods and techniques, formulae, designs,
composition of matter, styles and specifications, (ii) works of authorship or
information fixed in any tangible medium of expression or mask works, (iii)
trademarks, service marks or trade names, (iv) trade secrets and know-how
(including, without limitation, any of the foregoing relating to formulae,
patterns, compilations, programs, methods, techniques or processes), (v)
subject matter otherwise protectable under patent, copyright, moral right, mask
work, trademark, trade secret or other laws, and (vi) products, systems,
equipment, or devices which are conceived, reduced to practice, created,
derived, developed or made from any of the foregoing clauses, and with respect
to such foregoing clauses other than clause (v), whether or not protectable
under patent, copyright, moral right, mask work, trademark, trade secret or
other laws, which are conceived, reduced to practice, created, derived,
developed, improved or made by me (whether at the request or suggestion of
Company or otherwise, whether alone or in conjunction with others, and whether
during regular hours of work or otherwise) during the period of my employment
with the Company, which may pertain to the present, future or prospective
business, products, research and development, or processes of the Company.


4.                                      Employee
Non-Solicitation.  I acknowledge that
I have or will gain valuable information about the identity, qualifications and
on-going performance of the employees of the Company.  During the Restricted Period, I agree that I
will not 



 A-3
 








directly or
indirectly solicit or encourage any of the Company’s employees to seek or
accept employment with me or any other person or entity, or disclose any
information about any such employee to any prospective employer.


5.                                      Injunctive
Relief.  I agree that it is
impossible to measure in money the damages that will accrue to the Company in
the event that I breach any of the restrictions provided in this
Agreement.  Accordingly, in the event
that I breach any such restriction, the Company shall be entitled to an
injunction restraining me from further violating such restriction without the
need to post any bond therefor.  If the
Company shall institute any action or proceeding to enforce any such
restrictions, I hereby waive the claim or defense that the Company has an
adequate remedy at law and agree not to assert such claim or defense.  The foregoing shall not prejudice the Company’s
right to require me to account for and pay over to the Company, and I hereby
agree to account for and pay over to the Company, the compensation, profits,
monies, accruals or other benefits derived or received by me as a result of any
transaction constituting a breach of any of the restrictions provided in this
Agreement and, if so determined, I hereby agree to account for and pay over to
the Company such amounts.


6.                                      Severability.  If any portion of this Agreement is held to
be invalid or unenforceable, or excessively broad, the remaining covenants and
restrictions or portions thereof shall remain in full force and effect to the
fullest degree possible to achieve the purposes of this Agreement and to afford
the Company the maximum protections allowed by law and, if with respect to any
of the covenants contained in Section 4 above, the invalidity or
unenforceability is due to the deemed unreasonableness of time or geographical
restrictions, such covenants and restrictions shall be effective for such
period of time and for such area as may be determined to be reasonable by a
court of competent jurisdiction.  The
parties agree that the Court shall construe any invalid or unenforceable
provisions in the manner that most closely reflects the effect and intent of
the original language.


7.                                      Governing
Law.  The rights and duties of the
parties will be governed by the local law of the State of California, excluding
any choice-of-law rules that would require the application of the laws of any
other jurisdiction, and I consent to the jurisdiction of the state and federal
courts located in the State of California to adjudicate any disputes between me
and the Company.  I acknowledge that I
cannot amend, terminate or otherwise modify this Agreement, except with the
prior written consent of the Company.


8.                                      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.


[signature page follows]


 



 A-4














I acknowledge that I have
read all of this Agreement, that I understand each and every provision of this
Agreement, and that nothing I have been told by or on behalf of the Company is
in any way at variance or in conflict with the provisions of this Agreement.


 


EXECUTIVE


 


	
  /s/ James Brill

  	
   

  
	
  Name: James Brill

  
	
  Date: January 1, 2007

  



 


 


ACCEPTED FOR ON
ASSIGNMENT, INC.


 


	
  /s/ Peter Dameris

  	
   

  
	
  Name: Peter Dameris

  
	
  Title: Chief Executive Officer

  



 











 


ANNEX A


LIST OF INVENTIONS MADE
BY EXECUTIVE PRIOR TO PROVIDING SERVICES TO THE COMPANY: