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                                                                   EXHIBIT 10.38

                          AMN HEALTHCARE SERVICES, INC.

                          SENIOR MANAGEMENT BONUS PLAN


I.       Purpose

         The purpose of the Plan is to establish a program of incentive
compensation for designated officers and/or key employees of Company and its
subsidiaries and divisions that is directly related to the performance results
of the Company and such employees. The Plan provides annual incentives,
contingent upon continued employment and meeting certain corporate goals, to
certain key employees who make substantial contributions to the Company.

II.      Definitions

         "BOARD" means the Board of Directors of the Company.

         "BONUS AWARD" means the award, as determined by the Committee, to be
granted to a Participant based on that Participant's level of attainment of his
or her goals established in accordance with Articles IV and V.

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "COMMITTEE" means either (i) the Board or (ii) a committee selected by
the Board to administer the Plan and composed of not less than two directors,
each of whom is an "outside director" (within the meaning of Section 162(m) of
the Code). If at any time such a Committee has not been so designated, the
Compensation Committee of the Board shall constitute the Committee or if there
shall be no Compensation Committee of the Board, the Board shall constitute the
Committee.

         "COMPANY" means AMN Healthcare Services, Inc. and each of its
subsidiaries.

         "DESIGNATED BENEFICIARY" means the beneficiary or beneficiaries
designated in accordance with Article XIII hereof to receive the amount, if any,
payable under the Plan upon the Participant's death.

         "162(m) BONUS AWARD" means a Bonus Award which is intended to qualify
for the performance-based compensation exception to Section 162(m) of the Code,
as further described in Article VII.

         "PARTICIPANT" means any officer or key employee designated by the
Committee to participate in the Plan.

         "PERFORMANCE CRITERIA" means objective performance criteria established
by the Committee with respect to 162(m) Bonus Awards. Performance Criteria shall
be measured in terms of one or more of the following objectives, described as
such objectives relate to Company-wide objectives or of the subsidiary,
division, department or function with the Company or subsidiary in which the
Participant is employed: (i) market value; (ii) book value;
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(iii) earnings per share; (iv) market share; (v) operating profit; (vi) net
income; (vii) cash flow; (viii) return on capital; (ix) return on assets; (x)
return on equity; (xi) margins; (xii)shareholder return; (xiii) sales or product
volume growth; (xiv) productivity improvement; (xv) costs or expenses; (xvi) net
debt reduction; (xvii) earnings before interest, taxes, depreciation and
amortization ("EBITDA"); (xviii) earnings before depreciation, amortization,
interest and taxes ("EBDAIT"); (xix) unit volume; (xx) net sales; (xxi) balance
sheet measurements; or (xxii) any other objective value-based performance
measure.

Each grant of a 162(m) Bonus Award shall specify the Performance Criteria to be
achieved, a minimum acceptable level of achievement below which no payment or
award will be made, and a formula for determining the amount of any payment or
award to be made, if any, if performance is at or above the minimum acceptable
level but falls short of full achievement of the specified Performance Criteria.

This plan includes the program previously established for 2001 under the name
"AMN Healthcare Services, Inc. Senior Management Bonus Plan for 2001." That 2001
program is attached hereto as Annex A and sets forth the Performance Criteria
for the Company's 2001 fiscal year. If the Committee determines that a change in
the business, operations, corporate structure or capital structure of the
Company, or the manner in which it conducts its business, or other events or
circumstances render the Performance Criteria to be unsuitable, the Committee
may modify such Performance Criteria or the related minimum acceptable level of
achievement, in whole or in part, as the Committee deems appropriate and
equitable; provided, however, that no such modification shall be made if the
effect would be to cause a 162(m) Bonus Award to fail to qualify for the
performance-based compensation exception to Section 162(m) of the Code. In
addition, at the time performance goals are established as to a 162(m) Bonus
Award, the Committee is authorized to determine the manner in which the
Performance Criteria related thereto will be calculated or measured to take into
account certain factors over which the Participant has no control or limited
control including changes in industry margins, general economic conditions,
interest rate movements and changes in accounting principles.

         "PERFORMANCE PERIOD" means the period during which performance is
measured to determine the level of attainment of a Bonus Award, which shall be
the fiscal year of the Company.

         "PLAN" means the AMN Healthcare Services, Inc. Senior Management Bonus
Plan.

III.     Eligibility

         Participants in the Plan shall be selected by the Committee for each
Performance Period from those officers and key employees of the Company and its
subsidiaries whose efforts contribute materially to the success of the Company.
No employee shall be a Participant unless he or she is selected by the
Committee, in its sole discretion. No employee shall at any time have the right
to be selected as a Participant nor, having been selected as a Participant for
one Performance Period, to be selected as a Participant in any other Performance
Period.
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IV.      Administration

         The Committee, in its sole discretion, will determine eligibility for
participation, establish the maximum award which may be earned by each
Participant (which may be expressed in terms of dollar amount, percentage of
salary or any other measurement), establish goals for each Participant (which
may be objective or subjective, and based on individual, Company, subsidiary
and/or division performance), calculate and determine each Participant's level
of attainment of such goals, and calculate the Bonus Award for each Participant
based upon such level of attainment.

         Except as otherwise herein expressly provided, full power and authority
to construe, interpret, and administer the Plan shall be vested in the
Committee, including the power to amend or terminate the Plan as further
described in Article XV. The Committee may at any time adopt such rules,
regulations, policies, or practices as, in its sole discretion, it shall
determine to be necessary or appropriate for the administration of, or the
performance of its respective responsibilities under, the Plan. The Committee
may at any time amend, modify, suspend, or terminate such rules, regulations,
policies, or practices.

         Notwithstanding the foregoing or any other provision of this Plan, (i)
the Board may at any time or from time to time resolve to administer the Plan
and, in such case, references herein to the Committee shall mean the Board when
so acting as the Committee, and (ii) when the Committee is acting and not the
Board, all of the Committee's decisions under this Plan will be subject to
approval by the Board.

V.       Bonus Awards

         The Committee, based upon information to be supplied by management of
the Company and, where determined as necessary by the Board, the ratification of
the Board, will establish for each Performance Period a maximum award (and, if
the Committee deems appropriate, a threshold and target award) and goals
relating to Company, subsidiary, divisional, departmental and/or functional
performance for each Participant and communicate such award levels and goals to
each Participant prior to or during the Performance Period for which such award
may be made. Bonus Awards will be earned by each Participant based upon the
level of attainment of his or her goals during the applicable Performance
Period. As soon as practicable after the end of the applicable Performance
Period, the Committee shall determine the level of attainment of the goals for
each Participant and the Bonus Award to be made to each Participant.

VI.      Payment of Bonus Awards

         Bonus Awards earned during any Performance Period shall be paid as soon
as practicable following the end of such Performance Period and the
determination of the amount thereof shall be made by the Committee. Payment of
Bonus Awards shall be made in the form of cash. Bonus Award amounts earned but
not yet paid will not accrue interest.
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VII.     162(m) Bonus Awards

         Unless determined otherwise by the Committee, each Bonus Award awarded
under the Plan shall be a 162(m) Bonus Award and will be subject to the
following requirements, notwithstanding any other provision of the Plan to the
contrary:

         1.       A 162(m) Bonus Award may be made only by a Committee which is
                  comprised solely of not less than two directors, each of whom
                  is an "outside director" (within the meaning of Section 162(m)
                  of the Code).

         2.       The performance goals to which a 162(m) Bonus Award is subject
                  must be based solely on Performance Criteria. Such performance
                  goals, and the maximum, target and/or threshold (as
                  applicable) Bonus Amount payable upon attainment thereof, must
                  be established by the Committee within the time limits
                  required in order for the 162(m) Bonus Award to qualify for
                  the performance-based compensation exception to Section 162(m)
                  of the Code.

         3.       No 162(m) Bonus Award may be paid until the Committee has
                  certified the level of attainment of the applicable
                  Performance Criteria.

VIII.    Reorganization or Discontinuance

         The obligations of the Company under the Plan shall be binding upon any
successor corporation or organization resulting from merger, consolidation or
other reorganization of the Company, or upon any successor corporation or
organization succeeding to substantially all of the assets and business of the
Company. The Company will make appropriate provision for the preservation of
Participants' rights under the Plan in any agreement or plan which it may enter
into or adopt to effect any such merger, consolidation, reorganization or
transfer of assets.

         If the business conducted by the Company shall be discontinued, any
previously earned and unpaid Bonus Awards under the Plan shall become
immediately payable to the Participants then entitled thereto.

IX.      Non-Alienation of Benefits

         A Participant may not assign, sell, encumber, transfer or otherwise
dispose of any rights or interests under the Plan except by will or the laws of
descent and distribution. Any attempted disposition in contravention of the
preceding sentence shall be null and void.
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X.       No Claim or Right to Plan Participation

         No employee or other person shall have any claim or right to be
selected as a Participant under the Plan. Neither the Plan nor any action taken
pursuant to the Plan shall be construed as giving any employee any right to be
retained in the employ of the Company.

XI.      Taxes

         The Company shall deduct from all amounts paid under the Plan all
federal, state, local and other taxes required by law to be withheld with
respect to such payments.

XII.     Designation and Change of Beneficiary

         Each Participant may indicate upon notice to him or her by the
Committee of his or her right to receive a Bonus Award a designation of one or
more persons as the Designated Beneficiary who shall be entitled to receive the
amount, if any, payable under the Plan upon the death of the Participant. Such
designation shall be in writing to the Committee. A Participant may, from time
to time, revoke or change his or her Designated Beneficiary without the consent
of any prior Designated Beneficiary by filing a written designation with the
Committee. The last such designation received by the Committee shall be
controlling; provided, however, that no designation, or change or revocation
thereof, shall be effective unless received by the Committee prior to the
Participant's death, and in no event shall it be effective as of a date prior to
such receipt.

XIII.    Payments to Persons Other Than the Participant

         If the Committee shall find that any person to whom any amount is
payable under the Plan is unable to care for his or her affairs because of
incapacity, illness or accident, or is a minor, or has died, then any payment
due to such person or his or her estate (unless a prior claim therefor has been
made by a duly appointed legal representative) may, if the Committee so directs,
be paid to his or her spouse, a child, a relative, an institution maintaining or
having custody of such person, or any other person deemed by the Committee, in
its sole discretion, to be a proper recipient on behalf of such person otherwise
entitled to payment. Any such payment shall be a complete discharge of the
liability of the Company therefor.

XIV.     No Liability of Committee Members

         No member of the Committee shall be personally liable by reason of any
contract or other instrument related to the Plan executed by such member or on
his or her behalf in his or her capacity as a member of the Committee, nor for
any mistake of judgment made in good faith, and the Company shall indemnify and
hold harmless each employee, officer, or director of the Company to whom any
duty or power relating to the administration or interpretation of the Plan may
be allocated or delegated, against any cost or expense (including legal fees,
disbursements and other related charges) or liability (including any sum paid in
settlement of a claim with the approval of the Board) arising out of any act or
omission to act in connection with the Plan unless arising out of such person's
own fraud or bad faith.
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XV.      Termination or Amendment of the Bonus Plan

         The Committee may amend, suspend or terminate the Plan at any time,
provided, however, that no amendment may be made without the approval of the
Company's shareholders if the effect of such amendment would be to cause
outstanding or pending 162(m) Bonus Awards to cease to qualify for the
performance-based compensation exception to Section 162(m) of the Code.

XVI.     Unfunded Plan

         Participants shall have no right, title, or interest whatsoever in or
to any investments which the Company may make to aid it in meeting its
obligations under the Plan. Nothing contained in the Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust of
any kind, or a fiduciary relationship between the Company and any Participant,
Designated Beneficiary, legal representative or any other person. To the extent
that any person acquires a right to receive payments from the Company under the
Plan, such right shall be no greater than the right of an unsecured general
creditor of the Company. All payments to be made hereunder shall be paid from
the general funds of the Company and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such
amounts except as expressly set forth in the Plan.

         The Plan is not intended to be subject to the Employee Retirement
Income Security Act of 1974, as amended.

XVII.    Governing Law

         The terms of the Plan and all rights thereunder shall be governed by
and construed in accordance with the laws of the State of Delaware, without
reference to principles of conflict of laws.

XVIII.   Other Compensation

         Neither the establishment of this Plan nor the grant of a Bonus Award
pursuant to this Plan shall prevent the Company from establishing other
compensation plans or arrangements or making awards to any Participant pursuant
to such other plans or arrangements.

XIX.     Effective Date

         The effective date of the Plan is August 21, 2001.


By:_______________________________

Name:____________________________
Title:_____________________________

Title