Exhibit 10.11


EMPLOYMENT
AGREEMENT


THIS EMPLOYMENT AGREEMENT (this “Agreement”) is
entered into as of January 3, 2007, by and among Oxford Global Resources, Inc.
(the “Company”), On Assignment, Inc. (“OA”) and Michael J.
McGowan (“Executive”).


RECITALS


A.            Concurrently
with the execution of this Agreement, OA, the Company and certain other parties
will enter into that certain agreement and plan of merger (the “Merger
Agreement”) pursuant to which the Company will be merged with and into a
wholly-owned subsidiary of OA (the “Merger”);


B.            In
connection with the consummation of the Merger (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.            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, 2009 (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 8 below, of
such election not less than ninety (90) 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 President of the Company and shall perform such employment duties as
are usual and customary for such position. 
Executive shall report to the 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 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.  For purposes of this Agreement, “Affiliate”
shall mean each entity in any chain of parent entities or subsidiary entities
with either of OA or the Company, as well as each majority-owned entity of any
such parent entity or subsidiary entity, and their respective successors.













(b)           Place
of Employment.  During the Employment
Period, Executive shall perform the services required by this Agreement at the
Company’s principal offices in Beverly, MA, 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 or its Affiliates’ business, as may be
reasonably requested.


(c)           Right
to Attend Board Meetings.  Executive
shall be entitled, during the Employment Period, to attend in-person meetings
of the Board of Directors of OA (the “Board”), attend telephonic Board
meetings and receive Board packages, in each case, to the same extent as other
Company Division Presidents, provided,
that nothing herein shall or shall be construed so as to entitle Executive to
be elected to serve on the Board or to participate (beyond being present in
person or telephonically, as applicable) in any such meeting.


(d)           Exclusivity.  During the Employment Period, except for such
other activities as the Board’s Compensation Committee (the “Committee”)
shall approve in writing in its sole discretion, Executive shall devote his
entire business time, attention and energies to the business and affairs of the
Company and its Affiliates, 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 its
Affiliates.


3.             Compensation.


(a)           Base
Salary.  During the Employment
Period, the Company shall pay Executive a base salary (the “Base Salary”),
(i) initially set at $320,000 per year, and (ii) beginning in calendar year
2008, at no less than $345,000 per year, subject thereafter to annual review
and increase (but not decrease) in the sole discretion of the Committee and
payable in accordance with the Company’s normal payroll procedures applicable
to similarly situated 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 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 or, if earlier, March 30th of
the year immediately following that in which such Annual Bonus is earned (if
March 30th precedes the date on which annual bonuses are paid generally to the
Company’s senior executives for any year, then the Annual Bonus for such year
shall, to the extent payable, be paid to Executive as soon as practicable after
such March 30th).  In respect of calendar
year 2007, Executive shall be eligible to earn an Annual Bonus of up to
$320,000, determined as follows: (i) if, during 2007, the Company attains
earnings before income, tax, depreciation and amortization as reported on its
consolidated financial statements for such period (“EBITDA”) of no less than
$21,681,000 (“2007 Target EBITDA”), the 2007 Annual Bonus shall equal no
less than $160,000, and (ii) for each dollar by which the Company’s 2007 EBITDA
exceeds 2007 Target EBITDA (up to actual EBITDA of $28,300,000), the 2007
Annual Bonus shall be increased by no less than 



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$.02417284, up to an additional Annual Bonus  amount of $160,000 (for a total 2007 Annual
Bonus of up to $320,000), 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.  The potential amount of each such
subsequent Annual Bonus shall range from 0 — 100% of the then-applicable Base
Salary, with payouts structured substantially similar to the 2007 Annual Bonus
payouts (e.g., cliff payout of
50% of Base Salary upon attainment of target(s) and then incremental payout to
100% of Base Salary for above-target performance; for the avoidance of doubt,
the performance criteria and targets applicable to such subsequent Annual
Bonuses may vary from those applicable to the 2007 Annual Bonus).


(c)           Additional
Synergy Incentive Bonus.  In addition
to the Base Salary and any Annual Bonuses, during each of the first two years
of the Employment Period, Executive shall be eligible to earn an additional
synergy incentive bonus of up to $100,000 per year (the “Synergy Bonus”)
in respect of certain synergy savings relating to the post-Merger integration
of OA and the Company, as follows: (i) the Synergy Bonus shall become payable
as to $20,000 on each quarterly anniversary of the Effective Date during the
first two years of the Employment Period, subject to Executive’s continued
employment through each such quarterly anniversary (“Component A”), and
(ii) if, during the first two years of the Employment Period, the Company
attains synergy performance objectives established by the Committee, the
Synergy Bonus may become payable with respect to up to an additional $20,000
for each such year (“Component B”), at such time or times as the
Committee shall determine, subject to Executive’s continued employment through
date on which the Committee determines that Component B has been attained,
which shall be the payment date of such Component B.  Determinations as to whether and when
Component B performance objectives have been attained shall be made in the sole
discretion of the Committee.  No Synergy
Bonus shall become payable with respect to employment beyond the second anniversary
of the Effective Date.


(d)           Stock
Option.  Subject to approval by the
Committee, as soon as practicable following the Effective Date, OA shall grant
to Executive a nonqualified option to purchase one hundred twenty thousand
(120,000) shares of OA 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 OA 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 seven thousand, five hundred (7,500) of the shares
subject thereto on each quarterly anniversary of the date of grant of the
Option (the “Option Grant Date”), 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 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 OA and Executive in a form prescribed by OA which shall evidence the grant
of the Option (the “Option Agreement”). 
The Option shall, subject to the provisions of this Section 3(d), be
governed in all respects by the terms of the applicable Option Agreement.  If the Committee fails to approve such Option
within ninety (90) days after the 



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Effective Date, this Agreement shall be null and void.  Subject to approval by the Committee,
Executive shall be eligible during subsequent years of the Employment Period to
receive additional grants of options to purchase OA common stock.


(e)           Restricted
Stock Units.  Subject to approval by
the Committee, as soon as practicable following the Effective Date, OA shall
grant to Executive sixty thousand (60,000) restricted stock units (the “RSUs”)
under the OA Restated 1987 Stock Option Plan, as amended and restated April 7,
2006 (the “Equity Plan”).  The RSU
grant shall vest as to three thousand, seven hundred and fifty (3,750) RSUs on
each quarterly anniversary of the date of grant of the RSUs (the “RSU Grant
Date”), subject to Executive’s continued employment with the Company
through each such vesting date, such that all of the RSUs shall be vested
(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 shall be set forth in a RSU
grant agreement to be entered into by OA and Executive in a form prescribed by
OA which shall evidence the grant of the RSUs (the “RSU  Agreement”).  The RSUs shall, subject to the provisions of
this Section 3(e), be governed in all respects by the terms of the Equity Plan
and the applicable RSU Agreement.  If the
Committee fails to approve such RSUs within ninety (90) days after the
Effective Date, this Agreement shall be null and void.  Subject to approval by the Committee,
Executive shall be eligible during subsequent years of the Employment Period to
receive additional grants of RSUs.


(f)            Benefit
Plans.  During the Employment Period,
Executive and Executive’s legal dependents 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 similarly situated 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 pay or reimburse Executive for actual, properly substantiated
expenses incurred by Executive in connection with (i) the lease or purchase of
an automobile, not to exceed $500 per month; (ii) an annual physical
examination, not to exceed $1,500 per calendar year; and (iii) tax preparation
and financial planning, not to exceed $2,500 per calendar year.  On all international and all transcontinental
North American airplane flights, Executive shall be entitled to fly business
class or, if any flight offers only two classes of service, first class.


(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 (for the avoidance of doubt, vacation
shall stop accruing at four weeks and accrual shall not re-commence until
accrued vacation falls below four weeks, but up to four weeks of accrued
vacation may be carried forward to any succeeding calendar year).


(i)            Expenses.  During the Employment Period, Executive shall
be entitled to 



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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.


(j)            Insurance
and Indemnification. For the period from the Effective Date through at
least the tenth anniversary of the Date of Termination, the Company shall
maintain Executive as an insured party on all directors’ and officers’
insurance maintained by the Company for the benefit of its directors and
officers on at least the same basis as all other covered individuals and
provide Executive with at least the same corporate indemnification as it
provides to its similarly situated executives.


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.


(a)           Termination
by the Company 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 8 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, upon the Date of Termination,
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, all of these benefits shall be
referred to as the “Accrued Obligations”).  In addition, subject to Sections 4(g) and
4(i) below, Executive’s execution and non-revocation of a binding Release (as
defined below) in accordance with Section 4(h) 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
(together, all of these benefits shall be referred to as 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 (12) 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;


(2)                                  continuation of healthcare coverage for Executive and his
legal dependents for a period of twelve months from the Date of Termination, to
the extent each such 



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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
immediately prior to such termination (subject to premium increases affecting
participants in such plan(s) generally), provided that Executive properly
elects continuation healthcare coverage under applicable law and as may be
required by the terms of any applicable benefit plan; following such twelve-month
continuation period, any further continuation of such coverage under applicable
law shall be at Executive’s sole expense; and


(3)                                  a pro-rated portion of Component A of the Synergy Bonus that
would otherwise become payable in respect of the quarter in which the Date of
Termination occurs (if any), had Executive remained employed by the Company
through the last day of such quarter, determined by multiplying $20,000 by a
fraction, the numerator of which equals number of days elapsed in such quarter
through the Date of Termination and the denominator of which equals 91.25.


(b)           Death;
Disability.  If Executive dies during
the Employment Period or Executive’s employment is terminated due to Executive’s
Disability (as defined in Section 2.14 of the Equity Plan), Executive or
Executive’s estate, as applicable, shall be entitled to receive the Accrued
Obligations upon the Date of Termination, or, in the case of benefits described
in Section 4(a)(iv), as such obligations become due to Executive.  In addition, subject to Sections 4(g) and
4(i) below, Executive’s (or Executive’s estate’s) execution and non-revocation
of a binding Release in accordance with Section 4(h) 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 (as defined above).  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 8 below, that Executive’s employment has terminated due
to Executive’s Disability, as applicable.


(c)           Change
In Reporting Relationship; Relocation. 
If, during the Employment Period, the Company changes the terms of
Executive’s employment such that (i) Executive is required to report directly
to any person that is subordinate to OA’s Chief Executive Officer, or (ii)
Executive’s principal work location is relocated more than fifty (50) miles
from Beverly Massachusetts, upon Executive’s written notification to the
Company in accordance with Section 8 below of either such change and the
Company’s failure, within ten days of the Company’s receipt of such notice to
remedy such change, Executive may terminate his employment due to such
change.  If Executive terminates
Executive’s employment pursuant to this Section 4(c), Executive shall be
entitled to receive the Accrued Obligations upon the Date of Termination or, in
the case of benefits described in Section 4(a)(iv), as such obligations become
due to 



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Executive.  In
addition, subject to Sections 4(g) and 4(i) below, Executive’s execution and
non-revocation of a binding Release in accordance with Section 4(h) below and
Executive’s continued compliance with the Confidentiality Agreement, Executive
shall be entitled to receive that portion of the Severance benefits described
in each of Section 4(a)(1) and Section 4(a)(2) above.  For the avoidance of doubt, Executive shall
not be entitled to receive any other component of the Severance (as defined
above) upon a termination in accordance with this Section 4(c).  For purposes of this Section 4(c), “Date
of Termination” shall mean the tenth day after the Company fails to remedy
any change described in Section 4(c)(i) or (ii).


(d)           Voluntary
Termination.  Executive may
voluntarily terminate Executive’s employment (for any reason other than that
described in Section 4(c) above) upon ninety (90) days’ notice to OA provided
in accordance with Section 8 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 upon the Date of Termination 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 all or any portion of the notice period provided for in this Section
4(d), Executive shall, subject to Sections 4(g) and 4(i) below, Executive’s
execution and non-revocation of a binding Release in accordance with Section
4(h) below and Executive’s continued compliance with the Confidentiality
Agreement, be entitled to payment of the Base Salary that would otherwise
become payable in respect of such waived period absent the Company’s waiver,
but shall, for all other purposes, be treated as having terminated employment
prior to such waived notice period.  For
purposes of this Section 4(d), “Date of Termination” shall mean the date
properly specified in the notice required by this Section 4(d) or such earlier
date as the Company may determine.


(e)           Cause.  If Executive’s employment becomes terminable
by the Company for Cause (as defined below), then the Company shall provide
Executive with written notice setting forth in reasonable detail the nature of
such Cause and, to the extent capable of cure, Executive shall have a period of
fifteen (15) days to cure such Cause (or such longer period as may be permitted
under the definition of Cause below).  If
Executive has not cured such Cause within fifteen (15) days of the Company’s
provision of such notice (to the extent capable of cure), then the Company may
terminate Executive’s employment immediately and Executive shall be entitled to
receive the Accrued Obligations upon the Date of Termination or, in the case of
benefits described in Section 4(a)(iv), as such obligations become due to
Executive.  For purposes of this Section
4(e), “Date of Termination” shall mean the date on which the Company
provides Executive notice in accordance with this Section 4(e), or such later
date as an applicable cure period expires.


(f)            Non-Renewal
of Employment Period.  If the Company
elects not to renew the Employment Period (or any extension thereof), Executive
shall be entitled to receive the Accrued Obligations upon the Date of
Termination or, in the case of benefits described in Section 4(a)(iv), as such
obligations become due to Executive.   In
addition, subject to Sections 4(g) and 4(i) below, Executive’s execution and
non-revocation of a binding Release in accordance with Section 4(h) below and
Executive’s continued compliance with the Confidentiality Agreement (as defined
below), Executive shall be entitled to receive that portion of the Severance
benefits described in each of Section 4(a)(1) and Section 4(a)(2) above for a 



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period of six (6) months (instead of twelve (12)
months).  For the avoidance of doubt,
Executive shall not be entitled to receive any other component of the Severance
(as defined above) upon a termination in accordance with this Section 4(f).


(g)           Change
in Control Benefits.  During the
Employment Period, Executive shall be eligible to participate in the On
Assignment, Inc. Change in Control Severance Plan (the “CIC Plan”) at
the level of “Division President,” as such plan may be amended from time to
time in accordance with its terms.  In
the event that Executive actually receives benefits under the CIC Plan, such
benefits shall be in lieu and full replacement of any benefits to which
Executive would otherwise become entitled under this Section 4 and Executive
shall not be entitled to receive any of the benefits described in this Section
4.


(h)           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 (as defined above)
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 and attached
hereto as Exhibit B (the “Release”). 
Except as expressly provided in this Agreement and/or by applicable law,
upon the termination of Executive’s employment, the Company shall have no
obligation to Executive in connection with Executive’s employment with the
Company or the termination thereof.


(i)            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.


(j)            Definition
Of “Cause”.


“Cause”
means Executive’s willful breach of duty unless waived by the Company (which
willful breach is limited to Executive’s deliberate and consistent refusal to
perform Executive’s duties or Executive’s deliberate and consistent refusal to
conform to or follow any reasonable policy adopted by the Company provided
Executive has had prior written notice of such refusal and an opportunity of at
least thirty (30) days to cure such refusal); Executive’s unauthorized use or
disclosure of confidential information or trade secrets of the Company;
Executive’s breach of an applicable non-competition or non-solicitation
agreement; Executive’s conviction of a felony under the laws of the United
States or any state thereof; or Executive’s gross negligence.


5.             Confidentiality, Non-Solicitation
and Non-Competition Agreement.  Concurrently herewith, Executive agrees to
execute and comply with the terms of the Confidentiality, Non-Solicitation and
Non-Competition Agreement attached hereto as Exhibit A 



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(the “Confidentiality Agreement”).  The compensation and benefits provided under
this Agreement, together with compensation and benefits provided under the
Merger 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.             Land Trust Agreement Withholding and Indemnification.  The parties hereto acknowledge that, pursuant
to that certain Land Trust Agreement between Oxford Global Resources, Inc. and
Executive, dated June 13, 2001 (the “Land Trust”), in connection with
the Closing, Executive will become entitled to purchase the Property (as
defined in the Land Trust) within five days after the Closing for a purchase
price of $1.  Executive agrees and
acknowledges that, upon such purchase, the fair market value of the Property
(less $1) will constitute ordinary income to Executive, subject to all
applicable income and employment taxes. 
Accordingly, Executive agrees, as a condition to Executive’s right to
purchase the Property pursuant to the Land Trust, to remit to the Company,
concurrently with the consummation of Executive’s purchase of the Property, an
amount in cash or cash equivalents sufficient to satisfy the Company’s
withholding obligations with respect to such ordinary income, as determined in
the sole discretion of the Committee.


7.             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,
including without limitation, any agreements with the Company or Barton and
Associates, Inc., or any of the respective Affiliates thereof, 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.


8.             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



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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 8, and shall be deemed to
have been given upon receipt.


9.             Effectiveness.  The
effectiveness of this Agreement is subject to and conditioned upon the occurrence
of the Closing.  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.


10.          Miscellaneous.


(a)           Governing
Law.  This is a Massachusetts
contract and shall be construed and enforced under and be governed in all
respects by the laws of the Commonwealth of Massachusetts, without regard to
the conflict of laws principles thereof. 
The parties hereto consent to the jurisdiction of the state and federal
courts located in the Commonwealth of Massachusetts to adjudicate any disputes
among 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.



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(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, except as provided in this
Agreement.


(i)            Entire
Agreement.  As of the Effective Date,
this Agreement, together with the Confidentiality Agreement, any applicable
Stock Option Agreement and RSU Agreement and applicable provisions of each of
the CIC Plan and the Equity Plan, constitute the final, complete and exclusive
agreement and understanding between Executive and 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 or any representative thereof.  
Without limiting the generality of the foregoing, this agreement
expressly supersedes and replaces in its entirety the employment agreement
between Michael J. McGowan, Oxford & Associates, Inc. and Centennial
Associates, Inc. dated May 15, 1997, as such agreement has been amended from
time to time, and all rights and obligations arising under or in connection
with such agreement shall be extinguished upon the Effective Date.


(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.



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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

  	
   

  	
   

  
	
   

  	
  OXFORD GLOBAL RESOURCES, INC.

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J. McGowan

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Michael J. McGowan

  	
   

  	
   

  
	
   

  	
   

  	
  Title: President

  	
   

  	
   

  




 12
 









Exhibit
A


[CONFIDENTIALITY AGREEMENT]



 13
 









Exhibit
B


[RELEASE AGREEMENT]


 



 14