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                                                                    Exhibit 10.8
                    EMPLOYMENT AND NON-COMPETITION AGREEMENT


                  This Employment and Non-Competition Agreement (the
"Agreement") is dated as of November 19, 1999, and is entered into among AMN
Holdings, Inc., a Delaware corporation (the "Company"), AMN Acquisition Corp.
("Buyer") and STEVEN C. FRANCIS (the "Employee").

                  WHEREAS, the Employee is co-trustee of the Francis Family
Trust, which is a party to the Acquisition Agreement dated as of October 1, 1999
(the "Acquisition Agreement") by and among the Company, AMN Healthcare, Inc.
("Healthcare"), Buyer and certain other Sellers, including the Francis Family
Trust;

                  WHEREAS, following the transaction contemplated by the
Acquisition Agreement, the Buyer will own approximately 93.5% of the issued and
outstanding common stock of the Company, the Francis Family Trust will own
approximately 5.2% of such common stock and Olympus Growth Fund II, L.P. will
own the balance of the common stock;

                  WHEREAS, this Agreement shall become effective only upon and
as of the date of the closing of the transaction contemplated by the Acquisition
Agreement (the "Closing Date");

                  WHEREAS, the Company recognizes the value of the Employee's
experience and skills to the growth and success of the Company and desires to
assure the Company of the Employee's employment and to compensate the Employee
therefor; and

                  WHEREAS, the Employee is willing to commit to serve the
Company on the terms and conditions herein provided;

                  NOW THEREFORE, in consideration of the foregoing and of the
respective covenants and agreements of the parties herein contained, and for
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:

                                    ARTICLE I

                     Employment, Duties and Responsibilities

                  1.01. Employment. The Employee shall serve as President and
Chief Executive Officer of the Company, effective as of the Closing Date.
Employee hereby accepts such employment. The Company and the Buyer shall use
their reasonable efforts to cause the Employee to be elected as a Director on
the

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Company's Board of Directors for so long as he shall serve as the Chief
Executive Officer of the Company, which reasonable efforts shall include, in the
case of the Company, nominating Employee for election as a Director, and in the
case of the Buyer, voting all shares of Common Stock of the Company in favor of
Employee's election as a Director. Employee agrees to devote not less than
ninety percent (90%) of his time, energy and skill to the business interests of
the Company and shall be able to devote the remaining ten percent (10%) of his
time, energy and skill to charitable work of his choosing.

                  1.02. Duties and Responsibilities. Employee shall have such
duties and responsibilities as the Board of Directors may from time to time,
reasonably require, consistent with services customarily incident to such office
and the position of President and Chief Executive Officer, including, but not
limited to, providing the Board of Directors with monthly financial statements
and a summary of material developments written by the Employee or the chief
financial officer of the Company. During the Term, the Employee shall report
solely and directly to the Board of Directors of the Company.

                                   ARTICLE II

                                      Term

                  2.01. Term. The term of this Agreement (the "Term") shall
commence on the Closing Date and shall continue until December 31, 2003, unless
terminated earlier as provided in Article V. The Term shall be automatically
extended for additional periods of one year each unless either party gives at
least 90 days prior written notice to the other of the intention to terminate
the Employee's employment hereunder at the end of the then current Term.

                                   ARTICLE III

                            Compensation and Expenses

                  3.01. Salary, Incentive Awards and Benefits. As compensation
and consideration for the performance by Employee of his obligations under this
Agreement, Employee shall be entitled, during the Term, to the following
(subject, in each case, to the provisions of Article V hereof):

                  (a) Salary. From the Closing Date, the Company shall pay
Employee base salary at the annual rate of $300,000 (the "Base Salary"), payable
in accordance with the normal payroll practices of the Company and subject to
such withholding and other normal employee deductions as may be required by law.
The Base Salary shall be reviewed no less frequently than annually during the
Term for

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increase in the discretion of the Board. The Base Salary shall not be
decreased at any time, or for any purpose, during the Term (including, without
limitation, for the purpose of determining the benefits due under Article V).

                  (b) Bonus Amount. The Employee shall receive an incentive
bonus award of $50,000 for 1999. The Employee shall be eligible during each
complete fiscal year within the Term for an annual bonus under and in accordance
with the terms of the Company's Senior Management Bonus Plan (the "Bonus Plan"),
beginning in the Company's 2000 fiscal year, which plan shall be implemented by
the Board, after prior consultation with Employee. The Bonus Plan will provide
for a graduated bonus depending upon achievement of between 95% and 110% of
target EBITDA (as defined therein) for each fiscal year and that, if the Company
shall achieve 100% of target EBITDA for a given fiscal year, Employee's bonus
amount will be 50% of his base salary; provided, however, that except as
provided in Sections 5.02 and 5.03, the Employee shall only be paid such annual
bonus amount if he is employed by the Company on the date set for payment of
such annual bonuses granted to the employees of the Company under the Bonus
Plan, provided that such date for payment of any Bonus Amount accrued in respect
of a particular fiscal year shall be prior to the last day of the third month
following the end of such fiscal year. The determination of the date of such
payment to such Employee shall be in the Board of Directors' sole discretion
subject to the preceding proviso.

                  (c) Benefits. Employee shall be eligible to participate in
such life insurance, 401(k), health, disability and major medical insurance
benefits, stock option plans and such other employee benefit plans and programs
for the benefit of senior management employees of the Company, as may be
maintained from time to time during the Term, in each case subject to the terms
and provisions of such plan or program. Notwithstanding anything herein to the
contrary, the Company shall continue the benefits program in effect at the time
of the Closing of the transaction described in the Acquisition Agreement, with
such periodic changes (including terminations or substitutions) as are approved
by the Board of Directors after prior consultation with Employee.

                  (d) Paid Time Off. Employee shall be entitled to 30 days of
paid time off during each annual period of the Term to be taken at his
reasonable discretion, in a manner consistent with his obligations to the
Company under this Agreement. The accrual and vesting of such paid time off
shall be subject to the Company's policy on paid time off as in effect from time
to time.

                  (e) Stock Options. Employee will be granted on the Closing
Date options to purchase Common Stock of the Company in accordance with the
stock option plans and agreements attached hereto as Exhibits A and B (the
"Option Plans and Agreements").

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                  3.02. Business Expenses. During the Term, the Company will
reimburse Employee for reasonable business-related expenses incurred by him in
connection with the performance of his duties hereunder, subject, however, to
the Company's policies relating to business-related expenses as in effect from
time to time.

                  3.03. Travel. The Company shall provide Employee with first
class travel and accommodations for all travel undertaken solely for Company
purposes.

                                   ARTICLE IV

                                Exclusivity, Etc.

                  4.01. Exclusivity; Non-Competition; Non-Solicitation. Employee
agrees to perform his duties, responsibilities and obligations hereunder
efficiently and to the best of his ability. Employee agrees that he will devote
not less than ninety percent (90%) of his time, energy and skill to the business
of the Company throughout the Term and shall be able to devote the remaining ten
percent (10%) of his time, energy and skill to charitable work of his choosing.
Employee also agrees that during the Term and for a period of two years
thereafter (the "Coverage Period") he will not engage in, consult with,
participate in, hold a position as shareholder, director, officer, consultant,
employee, partner or investor, or otherwise assist any business entity (a) in
any State of the United States of America or (b) in any other country in which
the Company has business activities, in either case, that is engaged in any
activities which are competitive with the business of providing healthcare or
other personnel on a temporary basis to hospitals, healthcare facilities or
other similar entities and any and all business activities reasonably related
thereto in which the Company or any of its divisions, subsidiaries or affiliates
are currently engaged or are engaged during the Term or which are planned by the
Company or its divisions, subsidiaries or affiliates at the end of such Term. In
addition, the Employee agrees that during the Coverage Period, he shall not
solicit, attempt to solicit or endeavor to entice away from the Company any
person who, at any time during the Term, was a traveling nurse or other
healthcare professional, employee, customer or client of the Company.

                  4.02. Confidential and Proprietary Information. Employee
agrees that he will not, at any time, make use of or divulge to any other
person, firm or corporation any confidential or proprietary information
concerning the business or policies of the Company or any of its subsidiaries,
divisions or affiliates. For purposes of this Agreement, any confidential
information shall constitute any information designated as confidential or
proprietary by the Company or otherwise known by the Employee to be confidential
or proprietary information including, without limitation, customer information.
Employee acknowledges and agrees that for purposes of this Agreement, "customer
information" includes without limitation,

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customer lists, all lists of professional personnel, names, addresses, phone
numbers, contact persons, preferences, pricing arrangements, requirements and
practices. Employee's obligation under this Section 4.02 shall not apply to any
information which (i) is known publicly; (ii) is in the public domain or
hereafter enters the public domain without the fault of Employee; or (iii) is
hereafter disclosed to Employee by a third party not under an obligation of
confidence to the Company. Employee agrees not to remove from the premises of
the Company, except as an employee of the Company in pursuit of the business of
the Company or except as specifically permitted in writing by the Company, any
document or other object containing or reflecting any such confidential or
proprietary information. Employee recognizes that all such information, whether
developed by him or by someone else, will be the sole exclusive property of the
Company. Upon termination of his employment hereunder, Employee shall forthwith
deliver to the Company all such confidential or proprietary information,
including without limitation all lists of customers, pricing methods, financial
structures, correspondence, accounts, records and any other documents, computer
disks, computer programs, software, laptops, modems or property made or held by
him or under his control in relation to the business or affairs of the Company
or any of its divisions, subsidiaries or affiliates, and no copy of any such
confidential or proprietary information shall be retained by him.

                  4.03. Validity of Article IV. The covenants of the Employee
contained in Article IV hereof shall each be construed as an agreement
independent of any other provisions in this Agreement. Both parties hereby
expressly agree and contract that it is not the intention of either party to
violate any public policy, statutory or common law, and that if any sentence,
paragraph, clause or combination of the same of this Article IV is in violation
of the law of any State where applicable, such sentence, paragraph, clause or
combination of the same shall be void in the jurisdictions where it is unlawful,
and the remainder of such paragraph and this Agreement shall remain binding on
the parties hereto. It is the intention of both parties to make the covenants of
this Article IV binding only to the extent that it may be lawfully done under
existing applicable laws. If the scope of any covenant is too broad to permit
enforcement of such covenant to its full extent then such covenant shall be
enforced to the maximum extent permitted by law, and Employee hereby agrees that
such scope may be so judicially modified and that as so modified the covenant
shall be as fully enforceable as if set forth herein by the parties themselves
in the modified form. Termination of this Agreement for any of the reasons set
forth in Article V of this Agreement shall not constitute a breach of this
Agreement by the Company and the provisions of this Article IV shall survive any
such termination.

                  4.04. Injunctive Relief. The Employee acknowledges that the
provisions of this Article IV are essential to the Company, that the Company
would not enter into this Agreement if it did not include the covenant not to
compete and confidentiality covenants in Article IV and that damages sustained
by the Company as a result of a breach of the covenant not to compete and
confidentiality covenants cannot be adequately remedied by damages, and the
Employee agrees that the

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Company, in addition to any other remedy it may have under this Agreement or at
law, shall be entitled to injunctive and other equitable relief to prevent or
curtail any breach of this Article IV.

                                    ARTICLE V

                                   Termination

                  5.01. Termination by Company for Cause; Voluntary Termination.
The Company shall have the right to terminate Employee's employment under this
Agreement at any time for "Cause." For purposes of this Agreement, "Cause" for
termination of the Employee shall mean (a) Employee's failure to perform in any
material respect his duties under this Agreement (other than any such failure
resulting from the Employee's incapacity due to physical or mental illness or
any such actual or anticipated failure after the Employee's issuance of a notice
of termination for Good Reason), (b) the engaging by Employee in willful
misconduct or gross negligence which is injurious to the Company or any of its
affiliates, monetarily or otherwise, (c) the commission by Employee of an act of
fraud or embezzlement against the Company or any of its affiliates, (d) the
conviction of Employee of a crime which constitutes a felony or a pleading of
guilty or nolo contendre with respect to a crime which constitutes a felony; or
(e) Employee's breach in any material respect of the provisions of this
Agreement, provided, however, that in the case of (a), (b) or (e), the Company
shall furnish Employee with at least twenty (20) business days prior written
notice of such failure or breach and allow Employee twenty (20) business days
after receipt of such notice to cure such failure or breach, if such breach or
failure is curable in such period. If the Company terminates Employee's
employment under the Agreement for "Cause," the Company shall pay Employee any
earned but unpaid Base Salary. In such event, the Company shall have no
obligation to pay the Employee any bonus amount upon termination of this
Agreement. In addition, any stock options that are held by Employee that are
unvested at the date of termination automatically shall be canceled.

                  In the event that the Employee terminates his employment with
the Company on his own initiative (other than by death, for Disability (as
defined below), for Good Reason, or within 90 days following a Change of
Control), he shall have the same entitlements as provided above in the case of a
termination by the Company for Cause. A voluntary termination under this Section
5.01 shall be effective upon written notice to the Company and shall not be
deemed a breach of this Agreement.

                  5.02. Termination by Company Without Cause; Death; Disability.
If (a) the Company terminates Employee's employment under the Agreement other
than pursuant to Section 5.01 (including by reason of Employee's "Disability")
(defined as a disability which prevents him from substantially performing his
duties under this Agreement for a period of at least 90 consecutive days, or 180
days non-consecutive days within any 365-day period), or (b) the Employee's
employment terminates due to

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the Employee's death, the Employee (or his estate, if applicable) shall be
entitled to any earned but unpaid Base Salary, plus an immediate lump sum
severance payment in cash equal to Employee's salary for two years. In addition,
the Employee will be entitled to receive the bonus amount for the Company's
fiscal year in which such termination occurs, which is provided under the Bonus
Plan formula for such fiscal year, based on actual results for the year as if
Employee had remained in the employ of the Company through the end of such
fiscal year, and otherwise payable in accordance with the Bonus Plan. Treatment
of stock options shall be governed by the terms of the relevant stock option
plans and related stock option agreements.

                  5.03. Termination by Employee for Good Reason. The Employee
may resign with "Good Reason" upon (i) a breach by the Company in any material
respect of any of the affirmative or negative covenants or other agreements
contained in this Agreement, (ii) the relocation of Employee's work space to any
location more than thirty (30) miles from its current location in San Diego, CA;
(iii) any reduction in the Employee's title; (iv) any material diminution in the
nature of Employee's responsibilities or (v) the failure of the Company or its
stockholders to maintain Employee as a member of the Board of Directors of the
Company; provided, however, in the case of (i), (iii), (iv) and (v) the Employee
shall furnish the Company with at least twenty (20) business days' prior written
notice of such breach or change and allow the Company twenty (20) business days
after receipt of such notice to cure such breach or change. In addition, a
resignation by the Employee for any reason or no reason within 90 days following
a "Change in Control" (as defined below) shall be treated as a resignation with
Good Reason. If the Employee resigns for Good Reason, the Employee shall be
treated as if he had been terminated by the Company without Cause and shall have
the same entitlements as set forth in Section 5.02.

                  For purposes of this Agreement, a "Change in Control" shall
mean the occurrence of any of the following events: (a) any "person", (other
than HWH Capital Partners, L.P. or any of its affiliates) as "person" is
currently used in Section 13(d) of the Securities Exchange Act of 1934 (the
"1934 Act"), becomes a "beneficial owner," as such term is currently used in
Rule 13d-3 promulgated under the 1934 Act, of more than 50% of the voting
securities of the Company; (b) a majority of the Board consists of individuals
other than the Incumbent Directors, which term means the members of the Board on
the Closing Date; provided that any individual becoming a director subsequent to
such date whose election or nomination for election was supported by (i)
two-thirds of the directors who then comprised the Incumbent Directors or (ii)
HWH Capital Partners L.P. or any of its affiliates, shall be considered to be an
Incumbent Director; (c) all or substantially all of the assets or business of
the Company is disposed of pursuant to a merger, consolidation or other
transaction or series of transactions (unless the shareholders of the Company
immediately prior to such merger, consolidation or other transaction or series
of transactions beneficially own, directly or indirectly, in substantially the
same proportion as they owned the Voting Stock of the Company, more than 50% of
the voting securities or other ownership interests of the entity or entities, if
any, that

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succeed to the business of the Company); or (d) the Company combines with
another company and is the surviving corporation but, immediately after the
combination, the shareholders of the Company immediately prior to the
combination hold, directly or indirectly, less than 50% of the voting securities
of the combined company.

                  5.04. Mutual Termination. The Employee and the Company may
agree at any time in a writing signed by both parties to terminate this
Agreement.

                  5.05. No Other Obligations. Except for the obligations of the
Company set forth above, the Company shall have no further obligations to the
Employee under this Agreement upon his termination of employment, including upon
expiration of the Term hereof, other than as required by applicable law or as
are generally applicable to former employees of the Company under the terms of
the Company's benefit plans and policies.

                  5.06. Subordination of Severance and Bonus Amount Rights.
Notwithstanding any other provision of this Agreement, Employee agrees that if
the Company is in default with respect to the financial covenants contained in
any credit facility at the time any payment is due to Employee by reason of
termination of this Agreement or if the payment thereof will cause the Company
to be in default with respect to such covenants, the Company may defer such
payment until the earlier of the date that the Company's debt obligations under
such credit facility (and any substitute therefor) have been paid in full or
such default shall no longer be continuing. The Company agrees to use its
commercially reasonable efforts (taking into account the interest of the Company
as a whole) to seek a waiver of any such covenants to permit payments to the
Employee hereunder.

                                   ARTICLE VI

                  6.01.    Excise Tax Payments.

                  (a) Subject to the provisions of Section 6.01(c) hereof, in
the event that any payment or benefit (within the meaning of Section 280G(b)(2)
of the Internal Revenue Code of 1986, as amended (the "Code")), to the Employee
or for his benefit paid or payable or distributed or distributable in connection
with this Agreement or in connection with, or arising out of, his employment
with the Company or the termination thereof (a "Payment" or "Payments"), would
be subject to the excise tax imposed by Section 4999 of the Code (or any
successor to such Section) or any interest or penalties are incurred by the
Employee with respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively referred to as the
"Excise Tax"), then the Company shall pay to the Employee an additional payment
(a "Gross-Up Payment") in an amount such that after payment by the Employee of
all income, employment, excise and other taxes (including any interest and
penalties, other than interest and penalties imposed by

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reason of the Employee's failure to file timely a tax return or pay taxes shown
due on his return) imposed with respect to the Excise Tax, including any Excise
Tax imposed upon the Gross-Up Payment, the Employee retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

                  (b) An initial determination as to whether a Gross-Up Payment
is required pursuant to this Agreement and the amount of such Gross-Up Payment
shall be made at the Company's expense by an accounting firm selected by the
Company and reasonably acceptable to the Employee which is designated as one of
the five largest accounting firms in the United States and which has not, during
the two years preceding the date of its selection, acted in any way on behalf of
the Company or any of its affiliates (the "Accounting Firm"). The Accounting
Firm shall provide its determination (the "Determination"), together with
detailed supporting calculations and documentation to the Company and the
Employee within 15 business days following the date of termination if
applicable, or such other time as requested by the Company or by the Employee
(provided the Employee reasonably believes that any of the Payments may be
subject to the Excise Tax). The Gross-Up Payment, if any, as determined pursuant
to this Section 6(b) shall be paid (subject to the provisions of Section 6.01(c)
hereof) by the Company to the Employee no later than the earlier of (i) 15
business days following the receipt of the Accounting Firm's determination or
(ii) 15 business days preceding the date the Excise Tax becomes payable. The
Determination shall be binding, final and conclusive upon the Company and the
Employee. The parties hereto shall cooperate with each other in connection with
any proceeding or claim under this Section 6.01 relating to the existence or
amount of any liability for Excise Tax. All expenses relating to any such
proceeding or claim (including attorneys' fees and other expenses incurred by
the Employee in connection therewith) shall be paid (subject to the provisions
of Section 6.01(c) hereof) by the Company promptly upon demand by the Employee,
and any such payment shall be subject to gross-up under this Section 6.01 in the
event that the Employee is subject to Excise Tax on it.

                  As a result of uncertainty in the application of Section 4999
of the Code at the time of the initial Determination by the Accounting Firm
hereunder, it is possible that the Gross-Up Payment made will have been an
amount less than the Company should have paid pursuant to Section 6.01(a) above
(the "Underpayment") or an amount greater than the Company should have paid
pursuant to Section 6.01(a) above (the "Overpayment"). In the event that it is
finally determined that an Underpayment exists and the Employee is required to
make a payment of any Excise Tax, the Underpayment shall be promptly paid
(subject to the provisions of Section 6.01(c) hereof) by the Company to the
Employee or for his benefit. In the event that it is finally determined that an
Overpayment exists and the Company paid a Gross-Up Payment to the Employee which
allowed the Employee to retain an amount in excess of the Excise Tax, the
Overpayment shall be promptly reimbursed by the Employee to the Company.

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                  (c) Notwithstanding anything contained in this Agreement to
the contrary, a Gross-Up Payment and expenses related thereto, as described in
Section 6.01(b) hereof, shall only be paid to the Employee if any Excise Tax
arises pursuant to a Change in Control event which causes vesting of options
pursuant to the terms of such option agreements as a result of the payment to
HWP of proceeds in cash or marketable securities which equals or exceeds three
(3) times HWP's aggregate investment in the Company.

                                   ARTICLE VII

                                  Miscellaneous

                  7.01.    Benefit of Agreement; Assignment; Beneficiary.

                  (a) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns, including, without
limitation, any corporation or person which may acquire all or substantially all
of the Company's assets or business, or with or into which the Company may be
consolidated or merged. This Agreement shall also inure to the benefit of, and
be enforceable by, Employee and his personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees to the extent of any payments due in respect of the Employee hereunder.

                  (b) The Company shall require any successor (whether direct or
indirect, by operation of law, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place.

                  7.02. Notices. Any notice required or permitted hereunder
shall be in writing and shall be sufficiently given if personally delivered or
if sent by telegram or telex or by registered or certified mail, postage
prepaid, with return receipt requested, addressed: (a) in the case of the
Company to the principal business office of the Company, or to such other
address and/or to the attention of such other person as the Company shall
designate by written notice to Employee; and (b) in the case of Employee, to
such address as Employee shall designate by written notice to the Company. Any
notice given hereunder shall be deemed to have been given at the time of receipt
thereof by the person to whom such notice is given.

                  7.03. Entire Agreement; Amendment. This Agreement contains the
entire agreement of the parties hereto with respect to the terms and conditions
of Employee's employment during the Term and supersedes any and all prior
agreements and understandings, whether written or oral, between the parties
hereto with respect to compensation due for services rendered hereunder.
Employee agrees that the Employment and Non-Competition Agreement dated December
5, 1997, between


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AMN Healthcare, Inc. and Employee shall be deemed terminated upon execution of
this Agreement, provided that such termination shall not trigger any payments to
Employee or any severance, other than as provided in this Agreement. This
Agreement may not be changed or modified except by an instrument in writing
signed by both of the parties hereto.

                  7.04. Waiver. The waiver by either party of a breach of any
provision of this Agreement shall not operate or be construed as a continuing
waiver or as a consent to or waiver of any subsequent breach hereof.

                  7.05. Headings. The Article and Section headings herein are
for convenience of reference only, do not constitute a part of this Agreement
and shall not be deemed to limit or affect any of the provisions hereof.

                  7.06. Expenses of Litigation. If any proceeding is brought by
a party to this Agreement or its successors or assigns for the enforcement of
this Agreement, or as a result of any alleged dispute, breach, default or
misrepresentation by any other party of any of the provisions of the Agreement,
the party which is successful in such proceeding shall be entitled to recover
its reasonable attorneys' fees and other costs incurred in pursuing such
proceeding, in addition to such other relief to which it may be entitled.

                  7.07. Governing Law. This Agreement shall be governed by, and
construed and interpreted in accordance with, the laws of the State of
California without reference to the principles of conflict of laws.

                  7.08. Venue. Each of the parties consents and submits to the
jurisdiction of the state and federal courts located in the County of San Diego,
State of California in connection with any suits or other actions arising
between the parties under this Agreement, and consents and waives any objections
to the venue of such action or proceeding in the state or federal courts located
in the County of San Diego, State of California.

                  7.09. Survivorship. The respective rights and obligations of
the parties under this Agreement, including, without limitation, Article IV
shall survive any termination of this Agreement to the extent necessary to
effect the intended preservation of such rights and obligations.

                  7.10. Validity. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision or provisions of this Agreement, which shall remain in full
force and effect.

                  7.11. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.

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                  IN WITNESS WHEREOF, the Company, Buyer and Employee have duly
executed this Agreement as of the date first above written.

                          AMN HOLDINGS, INC.


                          By: /s/ Diane K. Stumph
                             ____________________________
                               Name:  Diane K. Stumph
                               Title: Senior Vice President, Finance & CFO


                          AMN ACQUISITION CORP.



                          By: /s/ Robert B. Haas
                             ____________________________
                               Name:  Robert B. Haas
                               Title:    President and Treasurer




                          EMPLOYEE


                              /s/ Steven C. Francis
                             ____________________________
                               Steven C. Francis



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