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                                                                   EXHIBIT 10.16

                                                           Francis Initial Grant


                                 Amendment No. 2
                                     to the
                  Super-Performance Stock Option Plan Agreement
                             Dated November 19, 1999

AMENDMENT, agreed to as of this 24th day of July, 2001 between AMN Healthcare
Services, Inc., a Delaware corporation (the "Company"), and the person whose
name appears on the signature page hereto (the "Optionee").

WHEREAS, the Company has previously entered in a nonqualified stock option
agreement under the Company's Super-Performance Stock Option Plan, dated
November 19, 1999 as amended effective as of December 13, 2000 (the
"Agreement");

WHEREAS, the Company desires to amend the Agreement to change the accounting
treatment of the options granted under the Agreement;

WHEREAS, the Optionee desires to amend the Agreement to secure the benefits of
the Amendment;

NOW, THEREFORE, the Company and the Optionee agree as follows:

        The following amendments to the Agreement shall be effective as of the
close of the sale of no less than $100 million of the Company's Common Stock in
an underwritten public offering of such Common Stock that is consummated on or
before December 31, 2001 (the "IPO").

1.      Section 2 of the Agreement is amended to read in its entirety as
        follows:

               "Section 2.  Vesting and Exercisability

              (a)     Vesting.  Following the 2000 Fiscal Year of the Company,
                      there shall be no performance targets for the vesting of
                      the option and, subject to the provisions of Section 9,
                      the remaining unvested and unexercisable portion of the
                      option shall become fully vested solely upon consummation
                      of the IPO. Notwithstanding the vesting of the option in
                      accordance with this Section 2(a), the option shall not
                      become exercisable other than in accordance with the
                      provisions of Section 2(b) and 2(c) hereof.

               (b)    Exercisability.  Upon the occurrence of the IPO, the
                      option shall become exercisable in accordance with the
                      following schedule:

                      3,904.8 shares upon the expiration of the underwriters'
                      lock-up period following the IPO (the "Lock-Up Period");

                      3,904.8 shares on December 31, 2001, or if later, upon
                      expiration of the Lock-Up Period;


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                      3,904.8 shares on December 31, 2002;

                      3,904.8 shares on December 31, 2003;

               Each of the foregoing dates shall hereinafter be referred to as
an "Exercisability Date".

               (c)    Change of Control Acceleration.  Notwithstanding any
                      provision to the contrary, the option shall become fully
                      vested and exercisable on the date on which HWH Capital
                      Partners, L.P. and its affiliates (collectively, "HWP")
                      have disposed of 75% or more of its ownership position.

               (d)    Expiration of Option.  The option shall terminate and
                      cease to be exercisable on the tenth anniversary of the
                      date of grant thereof.

2.      Section 4 of the Agreement is amended in its entirety to read
        as follows:


        "Section 4.   Termination of Employment

                      Exercisability. If a grantee's employment with the Company
                      terminates for any reason, other than by reason of the
                      grantee's death or disability, the Exercisability Dates
                      under Section 2(b) shall be of no further force or effect
                      and the then-vested and non-exercisable portion of the
                      option shall instead become exercisable at a rate of 25%
                      for four years following the expiration of such grantee's
                      "Hiatus Lock-Up Period", beginning on the first
                      anniversary of the expiration of such period, and ending
                      on the fourth anniversary of such period; provided,
                      however, that the option shall become fully exercisable by
                      December 1, 2009. Upon termination of a grantee's
                      employment by reason of death or disability, the
                      provisions of this Section 4 shall be inapplicable, and
                      such grantee's option shall continue to become exercisable
                      in accordance with the provisions of Section 2(b).


               For purposes of this Section 4, "Hiatus Lock-Up Period" shall
mean, in the case of an employee terminating employment more than one year after
the IPO, the two-year period immediately following his termination, and, in the
case of an employee terminating employment with one year after the IPO, the
three-year period immediately following his termination.

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                                            AMN HEALTHCARE SERVICES, INC.

                                            /s/ Susan Nowakowski
                                            ----------------------------
                                            By:  Chief Operating Officer

                                            STEVEN FRANCIS

                                            /s/ Steven Francis
                                            ----------------------------
                                            By: