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                                                                 Exhibit 10.22



                               LEASE AMENDMENT #1

         THIS FIRST LEASE AMENDMENT (this "Amendment") is made as of the 31 day
of July 2001 between FAIRFAX BOCA '92, L.P., a Georgia limited partnership
("Landlord") and MEDICAL STAFFING NETWORK, INC., a Delaware corporation
("Tenant");

                                WITNESSETH: That;

         WHEREAS, Landlord and Tenant have entered into that certain Lease
Agreement dated June 8, 1999, whereby Tenant leases from Landlord certain
premises located on the first (lst) floor of Pod E in Building 235, 901 Yamato
Road, Boca Raton, Florida, 33431, containing approximately 15,000 SF as shown on
the attached Exhibit A.

         WHEREAS, Landlord and Tenant desire to amend the Lease in certain
particulars.

         NOW, THEREFORE, for and in consideration of the mutual covenants
contained herein, the above premises, the sum of TEN AND NO/100 DOLLARS
($10.00), and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows:

         1. DEFINITIONS. Terms not otherwise defined herein and which are
defined in the Lease shall have the meanings given them therein.

         2. LEASE AMENDMENT. The Lease is hereby amended as follows:

         2.1 Effective as of August 13, 2001, the Premises as referred to in the
Lease is amended so as to include an additional 10,749 rentable square feet on
the first floor of Pod D, Building 901 Yamato Road, as shown on the attached
Exhibit "B" ("Expansion Premises").

         2.2 Effective as of August 13, 2001, the entire Premises under lease to
Tenant shall consist of 25,749 rentable square feet (both Exhibit A & B).

         2.3 Effective as of August 13, 2001, the Base Rent and all other
applicable sections of the Lease will be increased so as to incorporate the
addition of the Expansion Premises to the overall Premises.

         2.4 The Base Rent for the Expansion Premises will be the rate then
being charged Tenant ($12.10 per SF) subject to the escalations referenced in
the Lease.

         2.5 Both Landlord and Tenant acknowledge that both the Base Rent and
Operating Expenses that would be due on the Expansion Premises shall be abated
for the period of August 13, 2001 through January 31, 2002.

         2.6 The Expiration Date of the Lease as defined in the Lease is hereby
extended to December 31, 2008.


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         2.7 Tenant shall be provided access to the Expansion Premises from and
after the Execution Date of this Amendment, subject to approval of the current
tenant in occupancy of the Expansion Premises.

         2.8 Tenant has agreed to accept the Expansion Premises in the current
existing condition. It is understood that Tenant shall obtain certain furniture
from existing occupant of the Expansion Premises in accordance with a Sublease
Agreement.

         2.9 It is further expected that Tenant shall simultaneously enter into
a sublease with the existing tenant in the Expansion Premises for approximately
2,175 SF and a term of not longer than two (2) years.

         2.10 Tenant's insurance as it relates to both the current Premises and
the Expansion Premises shall not only include coverage for all personal property
of Tenant, but also any improvements which Tenant may construct upon the
Premises or may have been constructed on behalf of Tenant.

         2.11 Landlord agrees to use best efforts to provide Tenant with
Tenant's name on the monument sign and if this were not possible, then to
petition the City of Boca Raton for an additional monument sign that would
contain the name of the Tenant. The cost of an additional monument sign would be
the responsibility of the Landlord.

         2.12 All other terms and conditions remain the same.



WITNESS:                            TENANT:

                                    MEDICAL STAFFING NETWORK, INC
---------------------
                                    By:
---------------------                  -----------------------------------------
                                    Title:
                                          --------------------------------------

                                    Date:
                                         ---------------------

WITNESS:                            LANDLORD:

                                    FAIRFAX BOCA '92, L.P., a Georgia limited
                                      partnership
---------------------
                                    By: Fairfax Properties, Inc. -- Its General
                                          Partner
---------------------

                                    Title:  T. Gordy Germany -- Its President

                                            ---------------------------------

                                    Date:
                                         -------------------------


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