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                                                                   EXHIBIT 10.19

                                                                   Initial Grant



                                 Amendment No. 2
                                     to the
                     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 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 in its entirety to read 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 10,
                      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:

                      1,312.0 shares upon the expiration of the underwriters'
                      lock-up period following the IPO (the "Lock-Up Period");


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                      1,312.0 shares on December 31, 2001, or if later, upon
                      expiration of the Lock-Up Period;

                      1,312.0 shares on December 31, 2002;

                      1,312.0 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 to read in its entirety
        as follows:


         "Section 4.  Termination of Employment


               (a)    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(a) 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(a), "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 within one year after the IPO, the three-year
period immediately following his termination.


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               (b) Right of Discharge Reserved. Nothing in the Plan or this
Stock Option Agreement shall confer upon the grantee or any other person the
right to continue in the employment of the Company or any of its subsidiaries or
affect any right which the Company or any of its subsidiaries may have to
terminate the employment of the grantee or any other person."




                                     AMN HEALTHCARE SERVICES, INC.

                                     /s/ Steven C. Francis
                                     -----------------------------------------
                                     By:  Steven C. Francis, President & CEO



                                     SUSAN NOWAKOWSKI


                                     /s/ Susan Nowakowski
                                     -----------------------------------------
                                     By: