##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K





(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 30, 2007

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File No. 001-31299





MEDICAL STAFFING NETWORK HOLDINGS, INC.

(Exact name of registrant
as specified in its charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 65-0865171                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)

901 Yamato Road, Suite 110

Boca Raton, FL 33431

(Address of principal executive
offices)

Registrants telephone number, including area code: (561) 322-1300





Securities registered pursuant to Section 12(b) of the Act:



|                              |  |                                           
|----------------------------- |  | ------------------------------------------
|Title of each class:          |  | Name of each exchange on which registered:
|Common Stock, par value $0.01 |  | New York Stock Exchange                   

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes   ̈    No  x



Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of larger accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



| |  |                            |  |                              |  | 
| |  | -------------------------- |  | ---------------------------- |  | 
| |  | Large accelerated filer   ̈ |  | Accelerated filer  x         |  | 
| |  |                            | 
| |  | Non-accelerated filer   ̈   |  | Smaller reporting company   ̈ |  | 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   ̈    No  x

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last
sold as of June 29, 2007 (the last business day of the registrants most recently completed second fiscal quarter) was $80,731,101. As of February 29, 2008, there were 30,314,567 shares of common stock, $0.01 par value, outstanding.

Documents Incorporated by Reference:

Part III of this
Form 10-K incorporates certain information by reference from the registrants Definitive Proxy Statement for the 2008 Annual Meeting of Stockholders, which will be filed no later than 120 days after December 30, 2007.









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TABLE OF CONTENTS



|           |  |                                                                                                              |  |     
|---------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|           |  |                                                                                                              |  | PAGE
|PART I    
|           |  |                                                                                                             
|Item 1.    |  | Business                                                                                                     |  | 1   
|           |  |                                                                                                             
|Item 1A.   |  | Risk Factors                                                                                                 |  | 8   
|           |  |                                                                                                             
|Item 1B.   |  | Unresolved Staff Comments                                                                                    |  | 16  
|           |  |                                                                                                             
|Item 2.    |  | Properties                                                                                                   |  | 17  
|           |  |                                                                                                             
|Item 3.    |  | Legal Proceedings                                                                                            |  | 17  
|           |  |                                                                                                             
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                          |  | 17  
|          
|PART II   
|           |  |                                                                                                             
|Item 5.    |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 18  
|           |  |                                                                                                             
|Item 6.    |  | Selected Financial Data                                                                                      |  | 20  
|           |  |                                                                                                             
|Item 7.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 21  
|           |  |                                                                                                             
|Item 7A.   |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 36  
|           |  |                                                                                                             
|Item 8.    |  | Financial Statements and Supplementary Data                                                                  |  | 36  
|           |  |                                                                                                             
|Item 9.    |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 36  
|           |  |                                                                                                             
|Item 9A.   |  | Controls and Procedures                                                                                      |  | 37  
|           |  |                                                                                                             
|Item 9B.   |  | Other Information                                                                                            |  | 37  
|          
|PART III  
|           |  |                                                                                                             
|Item 10.   |  | Directors, Executive Officers and Corporate Governance                                                       |  | 38  
|           |  |                                                                                                             
|Item 11.   |  | Executive Compensation                                                                                       |  | 38  
|           |  |                                                                                                             
|Item 12.   |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 38  
|           |  |                                                                                                             
|Item 13.   |  | Certain Relationships and Related Transactions, and Director Independence                                    |  | 38  
|           |  |                                                                                                             
|Item 14.   |  | Principal Accountant Fees and Services                                                                       |  | 38  
|          
|PART IV   
|           |  |                                                                                                             
|Item 15.   |  | Exhibits and Financial Statement Schedules                                                                   |  | 39  
|           | 
|SIGNATURES |  | 40                                                                                                          

All references to Medical Staffing Network, we, us, or
our, in this Annual Report on Form 10-K means Medical Staffing Network Holdings, Inc. and its consolidated subsidiaries.



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##### Table of Contents

PART I



|Item 1. | Business
|------- | --------

General Development of Business

We are a leading diversified temporary healthcare staffing company and the largest provider of per diem staffing services (staffing assignments of less
than two weeks in duration) in the United States as measured by revenues. Our per diem staffing assignments place our professionals, predominately nurses, at hospitals and other healthcare facilities in response to our clients temporary
staffing needs. Our travel and contract-based staffing assignments place our professionals at hospitals and other healthcare facilities across the country for assignments typically lasting more than two weeks. The shorter length assignments are
typically staffed by our per diem branches while the longer assignments are staffed by both the centralized travel offices and per diem branches. We believe we are also a leading provider, as measured by revenues, of radiology and diagnostic imaging
specialists, clinical laboratory specialists, rehabilitation specialists, pharmacists and respiratory therapists, or allied health professionals.

We serve our clients through what we believe to be the largest temporary healthcare staffing network in the United States, which was comprised as of December 30, 2007 of over 110 per diem branches that
provide nurse staffing on a per diem basis in 42 states. Our extensive client base includes approximately 7,000 healthcare facilities including leading for-profit and not-for-profit hospitals, leading teaching hospitals and regional healthcare
providers. We do not receive a material portion of our revenues from Medicare or Medicaid reimbursements or similar state reimbursement programs.

Our business has grown significantly since our founding in 1998. We call branches that we have opened since our inception de novo branches, as opposed to branches acquired from third parties. The majority of our branches
were de novo branches as of December 30, 2007.

For the year ended December 30, 2007, we had revenues of $482.3 million
and income from operations of $10.0 million. Our fiscal year consists of 52/53 weeks ending on the last Sunday in December in each year. The year ended December 30, 2007 was a 52 week year. During the year ended December 30, 2007, we
earned 71% of our revenues from our per diem nurse staffing assignments, 12% from our travel nurse staffing assignments and 17% from our allied health assignments.

We believe the flexibility of our service offerings provides substantial value to our clients and professionals. We provide our clients with significant assistance in managing their profitability by giving them a high
degree of control in managing their labor costs without sacrificing clinical expertise. In addition, working on a per diem or short-term contract basis allows our healthcare professionals substantial flexibility in balancing their careers with their
lifestyle objectives.

We were formed as a Delaware corporation in 1998. Our predecessor corporation, Southeast Staffing
Partners, Inc., a Florida corporation, was founded in June 1997.

For information concerning our financial condition, results of
operations and related financial data, you should review the Managements Discussion and Analysis of Financial Condition and Results of Operations and the Financial Statements and Supplementary Data sections of this
document. You also should review and consider the risks relating to our business and industry that we describe below under Risk Factors.



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Industry Overview

The temporary nurse staffing market has two major components: per diem staffing and travel staffing. Per diem staffing is the largest sector of the temporary healthcare staffing industry, providing healthcare
professionals for assignments of a single shift to two weeks, and is used to meet local labor shortages and openings due to holidays, vacations, illness and staff turnover, as well as daily and seasonal fluctuations in hospital volume. The per diem
staffing market operates with many local operators and is highly fragmented. The per diem staffing model is highly decentralized, requiring a local presence in every market served because these short-term staffing needs are typically filled on a
local basis, and is dependant on the relationship that exists between local operators, local professionals and the healthcare facility. Local based contracts, which can be up to thirteen weeks in length, are similar to travel contracts however these
contracts are staffed by per diem branches.

In the travel staffing market, healthcare facilities hire travel nurses on a contracted,
fixed-term basis to meet seasonal fluctuations in hospital admissions levels for time periods ranging from several weeks to one year, but are typically thirteen weeks long. Travel staffing companies coordinate travel and housing arrangements for
their professionals who typically relocate to the area in which they are placed. The travel staffing model utilizes a centralized approach to serving its clients.

Allied health staffing consists of highly specialized radiology and diagnostic imaging specialists, clinical laboratory specialists, rehabilitation specialists, pharmacists, respiratory therapists and other similar
healthcare vocations. These professionals are staffed on both a per diem and travel basis.

Service revenues and gross profit margins have
been under pressure as demand for temporary nurses has been going through a period of contraction. However, the rate of service revenue contraction has slowed during the latter part of 2006 and into 2007. Gross profit margins have also increased
during this time. Due to the uncertain economic times, we believe that nurses in many households have become a primary wage earner, which has caused such nurses to seek more traditional full-time employment. Additionally, hospitals are experiencing
lower than projected admissions levels and are placing greater reliance on existing full-time staff, resulting in increased overtime and nurse-patient loads.

We cannot predict when conditions will reverse, but we are confident in the long-term growth of the industry. In a January 2000 report, the U.S. Census Bureau, Population Projections Bureau, projected that the number
of Americans over 65 years of age is expected to grow from 34.5 million in 2000 to 53.7 million in 2020. In a July 2002 report, the U.S. Department of Health and Human Services stated that the national supply of full-time equivalent
registered nurses was approximately 1.9 million while demand was approximately 2.0 million. This gap between supply and demand for nurses is expected to grow from 0.1 million in 2000 to 0.8 million by 2020. Additionally, there is a
growing trend to restrict mandatory healthcare worker overtime requirements by employers and to establish nurse-patient ratios. Several states have enacted legislation establishing designated nurse to patient ratios and/or prohibiting mandatory
overtime while other states have similar legislation pending. In conjunction with the aforementioned factors, we believe that the prospects for the healthcare staffing industry would improve as hospitals experience higher admissions levels and
increasing shortages of healthcare workers.

Description of the Business

We provide hospitals and other healthcare facilities with a wide range of staffing services, including per diem nurses, travel and contract-based nurses
and allied health professionals. While we have a national presence, we operate on a local basis through an integrated network, which consisted of over 110 per diem branches in 42 states as of December 30, 2007, so that we may develop
significant relationships with our clients and healthcare professionals and provide the highest level of service. We have provided services to over 7,000 healthcare facilities that have paid us directly for the services we provide.



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Temporary Staffing Services Provided

The per diem staffing portion of our business provides nurses for assignments with durations ranging from a single shift to a two week assignment. We
offer our clients all major classifications of nurses, including registered nurses and licensed practical nurses, across all specialties such as pediatric, geriatric, intensive care unit and cardiovascular. We provide per diem personnel to a variety
of healthcare facilities including acute care hospitals, nursing homes, clinics and surgical and ambulatory care centers. We serve both for-profit and not-for-profit organizations that range in scope from one facility to national chains with dozens
of facilities. The travel and contract-based staffing portion of our business provides nurses and surgical technicians to hospitals and other healthcare facilities across the country for assignments typically lasting between two and thirteen weeks
in duration. The shorter length assignments are typically staffed by our per diem branches while the longer assignments are staffed by both the centralized travel offices and per diem branches.

The allied health staffing portion of our business specializes in providing allied health professionals to hospitals, nursing homes, clinics and surgical
ambulatory care centers and retail pharmacies, both on a per diem and a travel basis. We believe our allied health staffing business to be among the largest in the country as measured by revenues. Allied health staffing specialties that we staff
include diagnostic imaging and radiology technicians, clinical laboratory technicians, rehabilitation specialists, pharmacists, respiratory therapists and other similar healthcare vocations.

Another element of our staffing business is vendor management service agreements (VMS), whereby we provide the client a single point of contact that
coordinates temporary staffing across all departments for the entire facility. We first attempt to fill the needs of our VMS clients using our internal per diem or travel staff. When this is not possible, we subcontract staff from unaffiliated
agencies (each, an Associate Partner). The facility is typically aware that we will be required to use Associate Partners and the facility has the final authority as to the acceptability and use of a particular Associate Partner and its personnel.
We do not pay the Associate Partner until we are paid by the facility.

National Branch Network

We currently operate an integrated network, which consists of over 110 per diem branches located in 42 states as of December 30, 2007, as well
as centralized travel staffing and allied health offices. Our per diem branches are organized into several geographic regions, each of which is coordinated by a regional director. Each per diem branch is responsible for covering a specific local
geographic region. Our typical per diem branch is staffed with four or five professionals who are responsible for the day-to-day operations of the business. These professionals include a branch manager, two to three staffing coordinators, and a
payroll administrator. The cost structure of our typical per diem branch is primarily fixed, consisting of limited personnel, office space rent, information systems infrastructure and supplies. We have been able to develop a highly efficient branch
management model that we believe is easily scaleable to meet increasing demand.

Our centralized travel staffing and allied health offices
are national in scope. These offices serve as our direct contact with our healthcare professionals and clients and are active in recruiting, scheduling, and sales and marketing

Recruitment and Retention

Our ability to recruit and retain a pool of talented, motivated and
highly credentialed healthcare professionals is critical to our success. Our active pool of professionals was approximately 28,000 in 2007. We typically attract new recruits via word of mouth referral. The majority of our senior operations
management have nursing or other clinical backgrounds. We believe this depth of clinical experience helps us understand the needs of clinical personnel and enhances our reputation in the industry as an advocate for nurses and other healthcare
professionals, improving our ability to recruit such personnel. In addition, we offer competitive benefits packages that differentiate us from the smaller, local per diem staffing companies with which we compete, and which are typically unable to
offer the package of services and benefits that we offer. We believe our competitive advantages in recruiting skilled personnel include the ability to offer the following opportunities to our personnel:



| |  | Flexible Staffing Assignments. We provide our professionals with the flexibility to tailor their staffing schedules to accommodate lifestyle choices. There
are many reasons why qualified healthcare professionals choose to work on a per diem or travel assignment basis, but most are motivated by the ability to balance their profession with their other responsibilities and interests. Our professionals are
able to choose not only when they work but also where they work. Our scheduling systems are designed to place our professionals in facilities and shifts where they have had a productive and positive experience with our clients.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  | Competitive Benefits Package. We believe that we were the first per diem healthcare staffing company to offer a comprehensive benefits program for qualified
per diem staff. Our program includes a matching 401(k) plan and access to group discounted benefits such as health, dental, life, disability and general liability insurances for healthcare professionals who work for us for a specified minimum number
of hours per month for more than one month.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Choice of Pay Frequency. Our ability to offer pay as frequently as daily for our per diem staff provides our professionals with another key element of
flexibility. Rather than waiting for the end of a traditional weekly or biweekly pay period, our professionals can be paid immediately after completing their shifts. This allows our branch staff to maintain an active dialogue with our professionals
regarding future assignments. This consistent interaction fosters unique relationships that distinguish us from our competition.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Leading Continuing Educational Programs. We offer continuing education courses as a means to improve our pool of nurses as well as to maintain proper
compliance. We have a unique relationship with Florida Atlantic Universitys College of Nursing. The College of Nursing faculty develops continuing education courses that we offer online through our website. Our nurses can obtain continuing
education units (CEUs) that many states require to educate our nurses regarding changing technology and clinical practices. Our courses are fully accredited by the American Nurses Credentialing Center of Excellence and the Florida Board of Nursing.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We have several proven recruitment channels that consistently augment our pool of healthcare professionals at low
marginal cost. In 2007, we spent approximately 1% of our revenues on recruitment activities. Our recruiting activities include print advertisements in local newspapers and in trade journals, mailings, job postings, internet listings and
solicitations at trade conventions.

Quality Management

We have developed a substantial clinical quality improvement program to uphold our high standards in recruiting healthcare professionals. Our two-step internal process ensures that all of our temporary professionals
have the proper credentials, skills and experience for their assignments. We have found that our adherence to high quality management standards is an integral component of satisfying both clients and professionals with our placements. Our two-step
process for quality management includes the following:

Pre-employment Qualifications. All of our healthcare professionals undergo a
rigorous screening process that includes requirements such as a minimum of one year of related work experience and the successful completion of written tests and skill checklists specific to their area of specialty. Each per diem applicant is
typically interviewed in person by local branch personnel. We believe this sets us apart from our competitors who may not conduct face-to-face interviews. Travel nursing and Allied candidates are interviewed by phone by trained recruiters that
screen them for meeting MSN/InteliStaf Travel requirements. We also check prior work references, confirm the validity of the applicants professional license(s) and screen the applicant for any criminal activity. We also typically perform drug
screening to ensure total compliance with facility drug screening requirements. All of these standards comply with or exceed those required by Occupational Safety & Health Administration (OSHA) and The Joint Commission.



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Placement and Ongoing Monitoring. Once we have hired a healthcare professional, we enter all of
the professionals data into our database, which tracks any renewal dates with respect to licenses and continuing education requirements. Our database also matches our clients needs with our available pool of professionals. We
strive to place our professionals in facilities where they have previously worked in order to enhance the continuity of our services to our clients. If this is not possible, we provide our professionals with pre-staffing orientation to the facility.
By taking these steps, we ensure that the healthcare professional is comfortable with the facilitys physical layout, permanent staff and clinical protocols. We also continually monitor the performance of our professionals through clinical
performance assessments, evaluations and client feedback, among other things. In addition, our clients may access our database remotely (via the Internet), which provides them the ability to view the credentials of the professionals being staffed at
their facilities.

In 2006, we completed the Joint Commissions voluntary comprehensive certification review process to earn its Gold
Seal of Approval for the second consecutive year. The healthcare staffing certification program has been changed from an annual review process to a biannual review process. We were the first national provider of per diem nursing services to achieve
the Joint Commissions Health Care Staffing Services Certification, which provides us with another competitive advantage in the per diem nursing staffing marketplace. The Joint Commissions Gold Seal of Approval is recognized nationwide as
a symbol of quality that reflects a commitment to meeting certain performance standards.

Sales and Marketing

We have developed a three-pronged approach to our sales and marketing activities in order to address the different levels of decision makers at our
clients facilities:

Our first level of business development and relationship management is with the purchasing manager,
administrator(s) or chief nursing officer at a group of facilities we service. Commonly-owned hospitals, nursing home chains and healthcare group alliances often purchase temporary staffing services for multiple facilities under a single contract,
and a single person typically manages the selection process. A senior member of our staff, the regional director and, in certain circumstances, the Executive Vice President of Operations, negotiate contractual terms and pricing with such groups of
facilities.

Our second level of business development and relationship management is with the director of nursing or a nurse/allied
department manager who reviews our services from a clinical competency and quality hiring standards perspective. Our regional director and local branch manager establish, build and maintain relationships at this level.

Our third level of business development and relationship management is with the facility staffing coordinators and the after-hours and weekend
supervisors who are the actual users of the services. Our branch managers and local staffing coordinators regularly contact these buyers to coordinate the daily staffing and scheduling of personnel.

Information Systems

Our information system
for our per diem staffing operation uses an application that is customized to our recruiting, regulatory, credentialing, scheduling and billing needs. Not only is the database used as a management tool, but it is also used by our staffing
coordinators in each branch to respond quickly to client questions and requests. This application, and its supporting infrastructure, house and organize all of our client and employee information. Electronic files are maintained on our client
facilities, detailing historical and prospective requests for staffing. These files also contain facility-specific procedures and protocols so that we can ensure that our healthcare professionals integrate quickly. Each employees electronic
file contains the employees credentials, test scores, employment record and availability. This data enables our branch-office staff to automatically match open requests with qualified candidates. We can typically fill a client staffing request
in less than 15 minutes.

We have adapted this application to provide our clients with functionality for budgeting and access to nurse and
employee credentials via the Internet.



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Our allied division uses a customized application to schedule, recruit, and track employees as well as
client contracts and rates for long-term placements. The billing for Allied is generated through a series of imports. We have a reporting subsystem that allows us to track employee utilization and to ensure our employees have all credentials needed
for any position they fill.

Our travel division uses an application to house information regarding open travel assignments, contracts,
contract requirements, rates and reimbursement information for our clients. It also has nurse testing results, credentials, preferences and travel information for our professionals. This application stores the information in a granular format to
allow us to keep tabs on both billed and absorbed expenses specific to this line of business.

Competition

The temporary healthcare staffing industry is highly competitive. We compete with both national firms and local and regional firms. We compete with these
firms to attract nurses and other healthcare professionals (collectively, temporary healthcare professionals) as well as to attract hospital and healthcare facility clients. We compete for temporary healthcare professionals on the basis of the
quantity, diversity and quality of assignments available, compensation packages, and the benefits that we provide to temporary healthcare professionals while they are on assignment. We compete for hospital and healthcare facility clients on the
basis of the quality of our temporary healthcare professionals, the timely availability of our professionals with the requisite skills, quality and scope, price and geographic reach of our services.

The per diem market includes many local operators and is highly fragmented. The per diem staffing business requires a local presence in every market
served since an important relationship exists between the local branch and the healthcare facility. We believe, however, that larger, nationally established firms enjoy distinct competitive advantages over smaller, local and regional competitors in
the temporary healthcare staffing industry. Larger and more established firms have a critical mass of available nursing candidates, substantial word-of-mouth referral networks and established brand names, enabling them to attract a consistent flow
of new applicants. Larger firms can also more easily provide payroll services, which are cash flow intensive, to healthcare providers. As a result, sizable and established firms such as ours have had a significant advantage over small participants.

Some of our large competitors in the temporary healthcare staffing industry include AMN Healthcare Services, Inc., Cross Country
Healthcare, Inc., On Assignment, Inc. and Nursefinders, Inc.

Professional Liability Insurance

We retain the first $1.0 million for each wrongful act associated with professional liability. We maintain a professional liability insurance
policy for losses in excess of this per occurrence amount. We believe this is sufficient for the risks associated with our business. Medical malpractice claims against us relating to our healthcare professionals are defended by our insurance
carrier. We have indemnity agreements with many of our clients which state that we will indemnify and defend the client for claims arising from our independent negligent acts or negligent omissions. A majority of such agreements are reciprocal.

Trademarks and Service Marks

The Company, or its subsidiaries, has registered various trademarks at the U.S. Patent and
Trademark Office (USPTO), including, among others, MSN MEDICAL STAFFING NETWORK, INC. (and Design)®, PHARMSTAFF (and Design)®, PHARMSTAFF® and INTELISTAF HEALTHCARE®. Further, the Company, and/or its subsidiaries, are in
the process of registering INTELISTAF HEALTHCARESM, MSN MEDICAL STAFFING NETWORK (and Design)SM, PHARMSTAFF A MEDICAL STAFFING NETWORK COMPANY (and Design)SM, MSN ONESOURCESMand ONESOURCESMwith the USPTO. Certain of the
Companys subsidiaries use unregistered service marks, including AMRSMand ADVANCED MEDICAL RESOURCESSM.



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A federally registered trademark in the United States is effective for ten years subject to a required
filing and our continued use of the mark, with the right of perpetual renewal. A federally registered trademark provides a presumption of validity and ownership of the mark by us in connection with its goods or services and constitutes constructive
notice throughout the United States of such ownership. We intend to continue to renew those registrations that are material to our operations.

Government Regulation

The healthcare industry is subject to extensive and complex federal and state laws and regulations
relating to professional licensure, conduct of operations, payment for services and payment for referrals. The extensive and complex laws that apply to our hospital and healthcare facility clients, including laws related to Medicare, Medicaid and
other federal and state healthcare programs, could indirectly affect the demand or the prices paid for our services. For example, our hospital and healthcare facility clients could suffer civil and/or criminal penalties and/or be excluded from
participating in Medicare, Medicaid and other healthcare programs if they fail to comply with the laws and regulations applicable to their businesses.

Our business, however, is not directly impacted by or subject to the laws and regulations that generally govern the healthcare industry, because we provide services on a contract basis and are paid directly by our
hospital and other healthcare facility clients.

Some states require state licensure for businesses that employ and/or assign healthcare
personnel to provide healthcare services on-site at hospitals and other healthcare facilities. We hold a Temporary Healthcare Staffing License in the following jurisdictions in which we do business that require such licenses: Connecticut, District
of Columbia, Florida, Illinois, Kentucky, Maine, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, North Carolina, Rhode Island and Washington.

Most of our temporary healthcare professionals are required to be individually licensed or certified under applicable state laws. We take reasonable steps to ensure that our professionals possess all necessary
licenses and certifications in all material respects. These steps include: each employee must present an original version of a state issued license; we validate each employees identity through government issued photo identification; we call or
verify online each employees license with the applicable state board prior to assignment; and, a copy of the license is maintained in the employees personnel file and expiration dates are monitored through MSN HealthWorks.

Seasonality

Due to the regional and seasonal
fluctuations in the patient census of our hospital and healthcare facility clients and due to the seasonal preferences for destinations by our temporary healthcare professionals, the number of healthcare professionals on assignment, revenue and
earnings are subject to moderate seasonal fluctuations. Many of our hospital and healthcare facility clients are located in areas that experience seasonal fluctuations in population, during the winter and summer months. These facilities adjust their
staffing levels to accommodate the change in this seasonal demand and many of these facilities utilize temporary healthcare professionals to satisfy these seasonal staffing needs.

Historically, the number of temporary healthcare professionals on assignment has increased from January through March followed by minimal growth or
declines from April through December. This pattern may or may not continue in the future. As a result of all of these factors, results of any one quarter are not necessarily indicative of the results to be expected for any other quarter or for any
year. Additionally, volume for our travel nurse staffing and allied health divisions are typically negatively impacted in December and January due to vacations taken over the year-end holidays.



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Employees

As of December 30, 2007, we had approximately 1,150 branch, regional operations and corporate office employees. In addition, during 2007, we employed approximately 28,000 temporary staff and healthcare professionals. We do not have any
organized labor unions. We believe we have excellent relationships with our employees.

Generally, our per diem and travel staff are our
employees. However, our certified registered nurse anesthetists and anesthesiologists are independent contractors. We have not entered into any long-term employment agreements with any of our healthcare professionals.

Available Information

We file annual, quarterly and
current reports and other information with the Securities and Exchange Commission (SEC). Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), are available free of charge in the Investor Relations section of our website at www.msnhealth.com. These reports, and any amendments to
these reports, are made available on our website as soon as reasonably practicable after such reports are filed with or furnished to the SEC.

In addition, our website, www.msnhealth.com, includes, free of charge, items related to corporate governance matters, including our Corporate Governance Guidelines, charters of various committees of our Board of Directors and our Code of
Business Conduct and Ethics applicable to our employees, officers and directors. A printed copy of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics is available without charge by sending a written request to:
Secretary, Medical Staffing Network Holdings, Inc., 901 Yamato Road, Suite 110, Boca Raton, Florida 33431.



|Item 1A. | Risk Factors
|-------- | ------------

There are a number of
factors, including those specified below, which may adversely affect our business, financial results or stock price. Additional risks that we do not know about or that we currently view as immaterial may also impair our business or adversely impact
our financial results or stock price.

Risks Related to Our Business and Industry

If we are unable to attract qualified nurses and allied health professionals for our healthcare staffing business, our business could be negatively
impacted.

We rely significantly on our ability to attract and retain nurses and allied health professionals who possess the
skills, experience and licenses necessary to meet the requirements of our hospital and healthcare facility clients. We compete for temporary healthcare professionals with other temporary healthcare staffing companies and with hospitals and
healthcare facilities. We must continually evaluate and expand our temporary healthcare professional network to keep pace with our hospital and healthcare facility clients needs. Currently, there is a shortage of qualified nurses in most areas
of the United States, competition for nursing personnel is increasing, and salaries and benefits have risen. We may be unable to continue to increase the number of temporary healthcare professionals that we recruit, thereby decreasing the potential
for growing our business. Our ability to attract and retain temporary healthcare professionals depends on several factors, including our ability to provide temporary healthcare professionals with assignments that they view as attractive and to
provide them with competitive benefits and wages. We cannot assure you that we will be successful in any of these areas. The cost of attracting temporary healthcare professionals and providing them with attractive benefits packages may be higher
than we anticipate and, as a result, if we are unable to pass these costs on to our hospital and healthcare facility clients, our profitability could decline. Moreover, if we are unable to attract and retain temporary healthcare professionals, the
quality of our services to our hospital and healthcare facility clients may decline and, as a result, we could lose clients.



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Contraction of demand for our temporary nurses may continue if hospital admissions levels remain
lower than expected.

Demand for temporary nurses has been experiencing a period of contraction. However, the rate of contraction
has slowed during the past year. Hospitals are experiencing lower than projected admissions levels and are placing greater reliance on existing full-time staff, resulting in increased overtime and nurse-patient loads. Consequently, our service
revenues and gross profit margins have been under pressure. If these industry trends continue, our revenues and gross profit margins may decline.

During the first quarter of 2006, we completed a plan to restructure our per diem nurse staffing division whereby certain per diem branches were closed. Additionally, certain operations and corporate staff were eliminated. The restructuring
was in response to soft demand for our per diem nurse staffing services.

Higher unemployment rates could have a negative impact on
our ability to successfully recruit additional healthcare professionals.

We believe that high unemployment rates cause nurses in
many households to become primary wage earners, which in turn causes them to seek more traditional full-time employment. Should unemployment rates increase, it could be more difficult for us to recruit nurses to become our employees.

Demand for healthcare staffing services could be significantly affected by the general level of economic activity as such activity is impacted by
factors beyond our control (i.e.; hurricanes, weather conditions, acts of war, etc.) and unemployment in the United States.

When
economic activity increases, temporary employees are often added before full-time employees are hired. However, as economic activity slows, many companies, including our hospital and healthcare facility clients, reduce their use of temporary
employees before laying off full-time employees. In addition, we may experience more competitive pricing pressure during periods of economic downturn. Therefore, any significant economic downturn could have a material adverse impact on our condition
and results of operations.

We operate in a highly competitive market and our success depends on our ability to remain competitive in
obtaining and retaining hospital and healthcare facility clients and temporary healthcare professionals.

The temporary healthcare
staffing business is highly competitive. We compete in national, regional and local markets with full-service staffing companies and with specialized temporary staffing agencies. Some of our competitors are AMN Healthcare Services, Inc., Cross
Country Healthcare, Inc., On Assignment, Inc. and Nursefinders, Inc. Some of our competitors may have greater marketing and financial resources than we do. Competition for hospital and healthcare facility clients and temporary healthcare
professionals may increase in the future and, as a result, we may not be able to remain competitive. To the extent competitors seek to gain or retain market share by reducing prices or increasing marketing expenditures, we could lose revenues or
hospital and healthcare facility clients. Furthermore, our margins could decline, which could seriously harm our operating results and cause the price of our stock to decline. In addition, the development of alternative recruitment channels could
lead our hospital and healthcare facility clients to bypass our services, which would also cause our revenues and margins to decline.



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Our business depends upon our continued ability to secure and fill new orders from our hospital and
healthcare facility clients, because we do not have long-term agreements or exclusive contracts with them.

We do not have
long-term agreements or exclusive guaranteed order contracts with our hospital and healthcare facility clients. The success of our business depends upon our ability to continually secure new orders from hospitals and other healthcare facilities and
to fill those orders with our temporary healthcare professionals. Our hospital and healthcare facility clients are free to place orders with our competitors and may choose to use temporary healthcare professionals that our competitors offer them.
Therefore, we must maintain positive relationships with our hospital and healthcare facility clients. If we fail to maintain positive relationships with our hospital and healthcare facility clients, we may be unable to generate new temporary
healthcare professional orders and our business may be adversely affected.

Reacting to concerns over agency utilization in prior years,
hospitals and other healthcare facilities have devised strategies to reduce agency expenditure and limit overall agency utilization. If current pressures to control agency usage continue and escalate, we will have fewer business opportunities, which
could harm our business.

Fluctuations in patient occupancy at our hospital and healthcare facility clients may adversely affect the
demand for our services and therefore the profitability of our business.

Demand for our temporary healthcare staffing services is
significantly affected by the general level of patient occupancy at our hospital and healthcare facility clients. When occupancy increases, hospitals and other healthcare facilities often add temporary employees before full-time employees are hired.
As occupancy decreases, hospitals and other healthcare facilities typically reduce their use of temporary employees before undertaking layoffs of their regular employees. In addition, we may experience more competitive pricing pressure during
periods of occupancy downturn. Occupancy at our hospital and healthcare facility clients also fluctuates due to the seasonality and the timing of some elective procedures. We are unable to predict the level of patient occupancy at any particular
time and its effect on our revenues and earnings.

Our clients inability to pay for services could have an adverse impact on
our net income and results of operations.

We maintain an allowance for estimated losses resulting from the potential inability of
our customers to make required payments, which results in a provision for doubtful accounts. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, we could be required to
record additional allowances, which would negatively impact our net income.

Healthcare reform could negatively impact our business
opportunities, revenues and margins.

The U.S. government has undertaken efforts to control increasing healthcare costs through
legislation, regulation and voluntary agreements with medical care providers and drug companies. In the recent past, the U.S. Congress has considered several comprehensive healthcare reform proposals. The proposals were generally intended to expand
healthcare coverage for the uninsured and reduce the growth of total healthcare expenditures. While the U.S. Congress did not adopt any comprehensive reform proposals, members of Congress may raise similar proposals in the future. If any of these
proposals are approved, hospitals and other healthcare facilities may react by spending less on healthcare staffing, including nurses and allied professionals. If this were to occur, we would have fewer business opportunities, which could seriously
harm our business.

Several state governments have also attempted to control increasing healthcare costs. For example, the State of
Massachusetts has implemented a regulation that limits the hourly rate billable by temporary nurse staffing agencies for registered nurses, licensed practical nurses and certified nurses aides. The State of Minnesota has also implemented a
statute that limits the amount that nursing agencies may charge nursing homes. Other states have also proposed legislation that would limit the amounts that temporary healthcare staffing companies may charge. Any such current or proposed laws could
seriously harm our business, revenues and earnings.



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Furthermore, third party payers, such as health maintenance organizations, increasingly challenge the
prices charged for medical care. Failure by hospitals and other healthcare facilities to obtain full reimbursement from those third party payers could reduce the demand or the price paid for our staffing services.

There is a growing trend to restrict mandatory healthcare worker overtime requirements by employers and to establish nurse-patient ratios. The State of
California has already enacted such legislation and several other states have similar legislation pending. This legislation could ultimately have a potential positive or negative impact on our business.

We are exposed to increased costs and risks associated with complying with increasing and new regulation of corporate governance and disclosure
standards.

Since the inception of the Sarbanes-Oxley Act of 2002, we spend an increased amount of managements time and
resources (both internal and external) to comply with changing laws, regulations and standards relating to corporate governance and public disclosures. This compliance requires managements annual review and evaluation of our internal control
systems, and attestation of the effectiveness of these systems by our independent auditors. This process has required us to hire additional personnel and outside advisory services and has resulted in additional accounting and legal expenses. We may
encounter problems or delays in completing the reviews and evaluation, the implementation of improvements and the receipt of a positive attestation by our independent auditors. If we are not able to timely comply with the requirements set forth in
Section 404 of the Sarbanes-Oxley Act of 2002, we might be subject to sanctions or investigation by regulatory authorities. Any such action could adversely affect our business and consolidated financial results.

We operate in a regulated industry and changes in regulations or violations of regulations may result in increased costs or sanctions that could
reduce our revenues and profitability.

The healthcare industry is subject to extensive and complex federal and state laws and
regulations related to professional licensure, conduct of operations, payment for services and payment for referrals. If we fail to comply with the laws and regulations that are directly applicable to our business, we could suffer civil and/or
criminal penalties or be subject to injunctions or cease and desist orders.

The extensive and complex laws that apply to our hospital and
healthcare facility clients, including laws related to Medicare, Medicaid and other federal and state healthcare programs, could indirectly affect the demand or the prices paid for our services. For example, our hospital and healthcare facility
clients could suffer civil and/or criminal penalties and/or be excluded from participating in Medicare, Medicaid and other healthcare programs if they fail to comply with the laws and regulations applicable to their businesses. In addition, our
hospital and healthcare facility clients could receive reduced reimbursements, or be excluded from coverage, because of a change in the rates or conditions set by federal or state governments. In turn, violations of or changes to these laws and
regulations that adversely affect our hospital and healthcare facility clients could also adversely affect the prices that these clients are willing or able to pay for our services.

The Joint Commission has created a set of quality and compliance standards by which to certify healthcare staffing providers. Healthcare staffing
companies can apply to be reviewed by the Joint Commission to ensure that they are compliant with the standards. Healthcare facilities could potentially use only those providers that obtain certification. We completed the voluntary certification
process in 2006 and received the Joint Commissions Gold Seal of Approval for the second consecutive year. Upon subsequent review (which in the future will occur biannually), should we not meet the standards created by the Joint Commission it
could potentially have a material adverse effect on our business.



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We are dependent on the proper functioning of our information systems.

We are dependent on the proper functioning of our information systems in operating our business. Critical information systems used in daily operations
identify and match staffing resources and client assignments. The system also tracks regulatory credentialing expirations and other relevant client and healthcare information. They also perform payroll, billing and accounts receivable functions. Our
information systems are vulnerable to fire, storm, flood, power loss, telecommunications failures, physical or software break-ins and similar events. If our information systems fail or are otherwise unavailable, these functions would have to be
accomplished manually, which could impact our ability to identify business opportunities quickly, maintain billing and staffing records reliably, pay our staff in a timely fashion and bill for services efficiently.

Competition for acquisition opportunities may restrict our future growth by limiting our ability to make acquisitions at reasonable valuations.

Since our founding in 1998, we have completed 30 acquisitions, including InteliStaf Holdings, Inc. (InteliStaf) and AMR ProNurse
(AMR) in fiscal year 2007. Our business strategy includes increasing our market share and presence in the temporary healthcare staffing industry through strategic acquisitions of companies that complement or enhance our business. We have
historically faced competition for acquisitions. In the future, this could limit our ability to grow by acquisitions or could raise the prices of acquisitions and make them less accretive to us. In addition, there are restrictive covenants in our
senior credit facility (2007 Senior Credit Facility), including a covenant that requires us to obtain approval from our lenders for certain acquisitions, which may limit our ability to complete desirable acquisitions. If we are unable to secure
necessary financing under our credit facility or otherwise, we may be unable to complete desirable acquisitions.

We may face
difficulties integrating our acquisitions into our operations and our acquisitions may be unsuccessful, involve significant cash expenditures or expose us to unforeseen liabilities.

We continually evaluate opportunities to acquire healthcare staffing companies that complement or enhance our business and frequently have preliminary
acquisition discussions with some of these companies.

These acquisitions involve numerous risks, including:



| |  |  | potential loss of key employees or clients of acquired companies;
| | - |  | -----------------------------------------------------------------



| |  |  | difficulties integrating acquired personnel and distinct cultures into our business;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | difficulties integrating acquired companies into our operating, financial planning and financial reporting systems;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | diversion of management attention from existing operations; and
| | - |  | ---------------------------------------------------------------



| |  |  | assumption of liabilities and exposure to unforeseen liabilities of acquired companies, including liabilities for their failure to comply with healthcare
regulations.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

These acquisitions may also involve significant cash expenditures, debt incurrence and integration expenses
that could seriously harm our financial condition and results of operations. Any acquisition may ultimately have a negative impact on our business and financial condition.



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Our ability to borrow under our credit facility may be limited.

Our 2007 Senior Credit Facility provides for a $30.0 million revolving senior credit facility
(Revolver), a $100.0 million senior secured term loan (1stTerm Loan) and a $25.0 million senior secured second term loan (2ndTerm Loan). Our ability to borrow under the Revolver is based upon our compliance with certain financial covenants, including consolidated leverage ratios and
consolidated fixed charge coverage ratios. Our noncompliance with the aforementioned covenants could result in our inability to borrow additional amounts under the Revolver. Additionally, if covenant violations were to occur in the future and the
lenders would not agree to modify the covenants or waive such violations, our ability to borrow under the Revolver could be severely limited or eliminated which would have a material negative impact on our ability to fund ongoing operations.

Our profitability may be impacted by our ability to leverage our cost structure.

We have technology, operations and human capital infrastructures in place to support both our current business operations and our anticipated growth. If
our business does not grow at expected rates, we may be unable to reduce costs which could impair our profitability.

Significant
legal actions could subject us to substantial uninsured liabilities.

In recent years, healthcare providers have become subject to
an increasing number of legal actions alleging malpractice, product liability or related legal theories. Many of these actions involve large claims and significant defense costs. In addition, we may be subject to claims related to torts or crimes
committed by our employees or temporary healthcare professionals. In some instances, we are required to indemnify our hospital and healthcare facility clients against some or all of these risks. A failure of any of our employees or temporary
healthcare professionals to observe our policies and guidelines intended to reduce these risks, relevant client policies and guidelines or applicable federal, state or local laws, rules and regulations could result in negative publicity, payment of
fines or other damages. We retain the first $1.0 million, per occurrence, of risk associated with professional liability. We maintain a professional liability insurance policy for losses in excess of this per occurrence amount. Our professional
malpractice liability insurance and general liability insurance coverage may not cover all claims against us or continue to be available to us at a reasonable cost. If we are unable to maintain adequate insurance coverage or if our insurers deny
coverage we may be exposed to substantial liabilities.

We may be legally liable for damages resulting from our hospital and
healthcare facility clients mistreatment of our temporary healthcare professionals.

Because we are in the business of
placing our temporary healthcare professionals in the workplaces of other companies, we are subject to possible claims by our temporary healthcare professionals alleging discrimination, sexual harassment, negligence and other similar activities by
our hospital and healthcare facility clients. The cost of defending such claims, even if groundless, could be substantial and the associated negative publicity could adversely affect our ability to attract and retain qualified temporary healthcare
professionals in the future.

If we become subject to material liabilities under our self-insured programs, our financial results may
be adversely affected.

We provide for certain types of risk management coverage through a program that is partially self-insured.
We retain the first $1.0 million, per occurrence, of risk associated with professional liability claims. We retain the first $0.5 million, per occurrence, of risk associated with workers compensation claims. In addition, we provide medical coverage
to our employees through a partially self-insured preferred provider organization. If we become subject to substantial professional liability, workers compensation claims and/or medical coverage liabilities, our financial results may be adversely
affected.



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Our operations may deteriorate if we are unable to continue to attract, develop and retain our
sales and recruitment personnel.

Our success depends upon the performance of our sales and recruitment personnel, especially
regional directors, branch managers and staffing coordinators. The number of individuals who meet our qualifications for these positions is limited and we may experience difficulty in attracting qualified candidates. In addition, we commit
substantial resources to the training, development and support of these individuals. Competition for qualified sales and recruitment personnel in the line of business in which we operate is strong and there is a risk that we may not be able to
retain our sales and recruitment personnel after we have expended the time and expense to recruit and train them.

The loss of key
senior management personnel could adversely affect our ability to remain competitive.

We believe that the success of our business
strategy and our ability to operate profitably depends on the continued employment of our senior management team, consisting of Robert J. Adamson, Kevin S. Little, Lynne Stacy, Jan Casford, Patricia Layton and Jeffrey Yesner. If any members of our
senior management team become unable or unwilling to continue in their present positions, our business and financial results could be materially adversely affected.

We have a substantial amount of goodwill on our balance sheet. Our level of goodwill may have the effect of decreasing our earnings or increasing our losses.

As of December 30, 2007, we had $184.3 million of goodwill on our consolidated balance sheet, which represents the excess of the total purchase
price of our acquisitions over the fair value of the net assets acquired. At December 30, 2007, goodwill represented approximately 58% of our total assets.

Goodwill represents the excess of purchase price over the fair value of net assets acquired. Pursuant to the provisions of Statements of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other
Intangible Assets (SFAS No. 142), we do not amortize goodwill or intangible assets deemed to have an indefinite useful life. Per SFAS No. 142, impairment, for goodwill and intangible assets deemed to have an indefinite life, exists if
the net book value of the goodwill or intangible asset equals or exceeds its fair value. During the year ended December 25, 2005, we reevaluated our reporting units and determined that each branch location represented a reporting unit, as
opposed to our previous view that the entire business represented one reporting unit. We performed an analysis whereby the historical goodwill was allocated or pushed down to each reporting unit based on their estimated relative fair
value at the time.

In accordance with SFAS No. 142, we performed our annual review for impairment during the fourth quarter of fiscal
years 2007 and 2006 by performing a fair value analysis of each reporting unit. The fair value analysis was completed with the assistance of outside valuation professionals. Based on the analysis, impairment was noted at four reporting units in
fiscal year 2007 and a number of reporting units in fiscal year 2006. Accordingly, a charge to our recorded goodwill of $0.7 million and $28.6 million was recorded, in the respective period, in the line item impairment of goodwill on the
consolidated statement of operations. Each of the four reporting units that took an impairment charge as a result of the fourth quarter 2007 impairment testing had positive operating income for the trailing twelve month period preceding the test
date however their individual discounted cash calculations were impacted by reduced projected operating results in subsequent periods. Contributing to the fiscal year 2006 impairment loss were the decrease in profitability due to the decline in
revenues in travel nurse staffing and allied health professional staffing, as well as reduced current and projected operating results at a number of per diem branches. We will continue to perform a reporting unit level fair value analysis impairment
test during the fourth quarter of each year. On a quarterly basis, we will review our reporting units for impairment indicators. If branches are not achieving their expected operating results, additional analysis may be performed to determine if
indicators of impairment are present, and if so, such amount will be determined and the associated charge will be recorded to the consolidated statement of operations.

Additionally, in connection with the integration plan associated with the third quarter 2007 InteliStaf acquisition and the first quarter 2006 restructuring initiative, we recorded a charge to our recorded goodwill in
the respective period of $1.9 million and $3.2 million, in the line item impairment of goodwill on the consolidated statement of operations to writeoff the goodwill associated with the closure of per diem branches.



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Should we decide to close one or more of our reporting units, the associated goodwill will be written off
with a non-cash charge to the consolidated statement of operations. Although it does not affect our cash flow, an impairment charge to earnings has the effect of decreasing our earnings or increasing our losses, as the case may be. If we are
required to take an impairment charge to earnings, our stock price could be adversely affected.

Our costs of providing housing for
temporary healthcare professionals in our travel business may be higher than we anticipate and, as a result, our margins could decline.

We currently have approximately 400 apartments on lease throughout the United States. If the costs of renting apartments and furniture for our temporary healthcare professionals increase more than we anticipate and we are unable to pass
such increases on to our clients, our margins may decline. To the extent the length of a nurses or other professionals housing lease exceeds the term of the nurses or other professionals staffing contract, we bear the risk
that we will be obligated to pay rent for housing we do not use. To limit the costs of unutilized housing, we try to secure leases with term lengths that match the term lengths of our staffing contracts, which typically last thirteen weeks but can
range up to 52 weeks in duration. In some housing markets we have had, and believe we will continue to have, difficulty identifying short-term leases. If we cannot identify a sufficient number of appropriate short-term leases in regional markets, or
if, for any reason, we are unable to efficiently utilize the apartments we do lease, we may be required to pay rent for unutilized housing or, to avoid such risk, we may forego otherwise profitable opportunities.

Our executive officers, directors and significant stockholders will be able to influence matters requiring stockholder approval and could
discourage the purchase of our outstanding shares at a premium.

Our executive officers and directors (including their affiliates)
control approximately 51% of our outstanding common stock. Warburg Pincus Private Equity Fund VIII, L.P., a Delaware limited partnership (Warburg Pincus), owns approximately 48% of our common stock. This concentration of ownership may have the
effect of delaying, preventing or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale or merger of our company and may negatively affect the
market price of our common stock. These transactions might include proxy contests, tender offers, mergers or other purchases of common stock that could give our stockholders the opportunity to realize a premium over the then-prevailing market price
for shares of our common stock.

Warburg Pincus has the right under our stockholders agreement to designate two persons to our Board of
Directors. As a result of this share ownership and minority representation on our Board of Directors, our current stockholders, in particular Warburg Pincus, will be able to influence all affairs and actions of our company, including matters
requiring stockholder approval such as the election of directors and approval of significant corporate transactions. The interests of our executive officers, directors and principal stockholders may differ from the interests of the other
stockholders.

Warburg Pincus and certain significant stockholders have demand registration rights to cause us to file, at any time and at
our expense, a registration statement under the Securities Act of 1933, as amended (the Securities Act) covering resales of their shares. These shares represent approximately 48% of our outstanding common stock, or approximately 14.5 million
shares. These shares may also be sold under Rule 144 of the Securities Act, depending on their holding period and subject to significant restrictions in the case of shares held by persons deemed to be our affiliates.

If provisions in our corporate documents and Delaware law delay or prevent a change in control of our company, we may be unable to consummate a
transaction that our stockholders consider favorable.

Provisions in our certificate of incorporation and bylaws may discourage,
delay or prevent a merger or acquisition involving us that our stockholders may consider favorable. For example, our certificate of incorporation authorizes our Board of Directors to issue up to 15 million shares of blank check
preferred stock. Without stockholder approval, the Board of Directors has the authority to attach special rights, including voting and dividend rights, to this preferred stock. With these rights, preferred stockholders could make it more difficult
for a third party to acquire us. Applicable Delaware law may also discourage, delay or prevent someone from acquiring or merging with us.



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Our stock price may be volatile and your investment in our common stock could suffer a decline in
value.

With the current uncertainty about healthcare policy, reimbursement and coverage in the United States, there has been
significant volatility in the market price and trading volume of securities of healthcare and other companies, which is unrelated to the financial performance of these companies. These broad market fluctuations may negatively affect the market price
of our common stock.

Some specific factors that may have a significant effect on our common stock market price include:



| |  |  | actual or anticipated fluctuations in our operating results;
| | - |  | ------------------------------------------------------------



| |  |  | actual or anticipated changes in our growth rates or our competitors growth rates;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | actual or anticipated changes in healthcare policy in the United States and internationally;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | conditions in the financial markets in general or changes in general economic conditions;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | our inability to raise additional capital;
| | - |  | ------------------------------------------



| |  |  | conditions of other healthcare staffing companies or the medical staffing industry generally;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | conditions of healthcare provider companies; and
| | - |  | ------------------------------------------------



| |  |  | changes in stock market analyst recommendations regarding our common stock, other comparable companies or the healthcare staffing industry generally.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



|Item 1B. | Unresolved Staff Comments
|-------- | -------------------------

None.



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|Item 2. | Properties
|------- | ----------

Our U.S. corporate headquarters
is located in Boca Raton, Florida and has an aggregate of 50,000 square feet. We operate on a national basis with a presence in 42 states and over 110 locations as of December 30, 2007. The facilities at our headquarters and at each of our
locations are leased. The lease to our headquarters expires in 2013. We believe that our properties are adequate for our current needs. In addition, we believe that adequate space can be obtained to meet our foreseeable business needs. As of
December 30, 2007, we have one material operating lease (our corporate headquarters).



|Item 3. | Legal Proceedings
|------- | -----------------

The Department of Labor
(DOL) is currently conducting a wage and hour review regarding our payment of certain on-call employees, who work from their homes after normal business hours and bonus payments made to certain per diem employees. We are cooperating
fully with the review and believe that all employees were properly paid.

From time to time, we are subject to lawsuits and claims that
arise out of our operations in the normal course of business. We are either a plaintiff or defendant in various litigation matters in the ordinary course of business, some of which involve claims for damages that are substantial in amount. We
believe that the disposition of any claims that arise out of operations in the normal course of business will not have a material adverse effect on our financial position or results of operations.



|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

There were no matters submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 30, 2007.



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PART II



|Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|------- | ------------------------------------------------------------------------------------------------------------

The following table sets forth, for the fiscal quarters indicated, the high and low sales prices per share of our common stock, as reported by the New York Stock Exchange (NYSE).



|               |  |      |      |     |   |     
|-------------- |  | ---- | ---- | --- | - | ----
|               |  | High |      | Low
|2006:          |  |      |      |     |   |     
|First Quarter  |  | $    | 5.59 |     | $ | 4.73
|Second Quarter |  | $    | 5.29 |     | $ | 4.33
|Third Quarter  |  | $    | 6.80 |     | $ | 4.90
|Fourth Quarter |  | $    | 6.95 |     | $ | 5.35
|2007:          |  |      |      |     |   |     
|First Quarter  |  | $    | 7.22 |     | $ | 5.51
|Second Quarter |  | $    | 6.33 |     | $ | 4.71
|Third Quarter  |  | $    | 5.95 |     | $ | 4.91
|Fourth Quarter |  | $    | 6.35 |     | $ | 4.67

Our common stock has traded on the NYSE under the symbol MRN since our initial public
offering on April 17, 2002. Prior to that time, there was no public trading market for our common stock.

As of February 29, 2008,
there were 17 holders of record of our common stock, which numbers do not reflect stockholders who beneficially own common stock held in nominee or street name.

We have never declared or paid cash dividends on our common stock. We currently intend to retain all future earnings for the operation and expansion of our business and, therefore, do not anticipate declaring or
paying cash dividends on our common stock in the foreseeable future. Except as otherwise restricted by our current 2007 Senior Credit Facility, any payment of cash dividends on our common stock will be at the discretion of our Board of
Directors and will depend upon our results of operations, earnings, capital requirements, contractual restrictions and other factors deemed relevant by our Board of Directors. Our 2007 Senior Credit Facility prohibits us and our subsidiaries from
declaring or paying any dividends or any other distributions without the consent of lenders holding more than 50% of the sum of the loans under the facility (or if a single lender holds more than 50% of the loans under the facility, the consent of
that lender and at least one other lender is required), except that (i) we and our subsidiaries may pay dividends or make other distributions to our subsidiaries but not to us and (ii) our operating subsidiary may pay dividends or make
other distributions to us to be used to pay our operating expenses in an amount up to $2,000,000 in the aggregate in any fiscal year.

We
did not repurchase any shares of our common stock during the fourth quarter of the fiscal year ended December 30, 2007.



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The following table provides securities authorized for issuance under our equity compensation plans as of
December 30, 2007:



|                                                               |  |                                                                                          |  |                                                                          |      |                                                                                                                             |        
|-------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------ | ---- | --------------------------------------------------------------------------------------------------------------------------- | -------
|Plan category                                                  |  | Number of securities tobe issued upon exerciseof outstanding options,warrants and
rights |  | Weighted-averageexercise price ofoutstanding options,warrants and rights |      | Number of securitiesremaining availablefor future issuanceunder equitycompensation
plans(excluding securitiesin column (a))
|                                                               |  | (a)                                                                                      |  | (b)                                                                      |      | (c)                                                                                                                        
|Equity compensation plans approved by security holders (1)     |  | 2,105,580                                                                                |  | $                                                                        | 6.61 |                                                                                                                             | 615,533
|Equity compensation plans not approved by security holders (2) |  | 45,086                                                                                   |  | $                                                                        | 2.18 |                                                                                                                             |       
|                                                               |  |                                                                                          |  |                                                                          |      |                                                                                                                             |        
|Total                                                          |  | 2,150,666                                                                                |  | $                                                                        | 6.52 |                                                                                                                             | 615,533
|                                                               |  |                                                                                          |  |                                                                          |      |                                                                                                                             |        



|(1) | Includes options granted pursuant to our 2001 Stock Incentive Plan.
|--- | -------------------------------------------------------------------

|(2) | Includes options granted pursuant to our 1999 Plan, which has been frozen by the Board of Directors, such that no further options will be granted thereunder. For additional
information, see our audited consolidated financial statements and accompanying notes included in this Annual Report on Form 10-K.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following stock performance graph compares the cumulative total stockholder return on our common stock against the cumulative total stockholder return on stock included in the S&P 500 index and on stock of three peer issuers
selected on an industry basis (AMN Healthcare, Inc. (AHS), Cross Country Healthcare, Inc. (CCRN) and On Assignment, Inc. (ASGN)) for the five fiscal year period ending December 30, 2007. The graph assumes that the value of the investment in our
common stock and each index was $100 on December 29, 2002 and assumes reinvestment of all dividends.

LOGO



|                                        |  |          |        |          |   |          |  |          |        |          |   |          |  |   |        |  |   |       
|--------------------------------------- |  | -------- | ------ | -------- | - | -------- |  | -------- | ------ | -------- | - | -------- |  | - | ------ |  | - | ------
|                                        |  | 12/29/02 |        | 12/28/03 |   | 12/26/04 |  | 12/25/05 |        | 12/31/06 |   | 12/30/07
|Medical Staffing Network Holdings, Inc. |  | $        | 100.00 |          | $ | 68.09    |  | $        | 54.61  |          | $ | 35.26    |  | $ | 38.62  |  | $ | 40.07 
|S&P 500                                 |  |          | 100.00 |          |   | 120.61   |  |          | 132.67 |          |   | 139.63   |  |   | 156.10 |  |   | 162.72
|Peer Group                              |  |          | 100.00 |          |   | 92.32    |  |          | 100.05 |          |   | 120.73   |  |   | 153.39 |  |   | 95.96 



19



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##### Table of Contents

|Item 6. | Selected Financial Data
|------- | -----------------------

The selected
Consolidated Statements of Operations data for the years ended December 30, 2007, December 31, 2006 and December 25, 2005 and the selected Consolidated Balance Sheet data as of December 30, 2007 and December 31, 2006
are derived from our audited consolidated financial statements included elsewhere in this Annual Report. The selected Consolidated Statements of Operations data for the years ended December 26, 2004 and December 28, 2003 and the selected
Consolidated Balance Sheet data as of December 25, 2005, December 26, 2004, and December 28, 2003 are derived from our audited consolidated financial statements not included in this Annual Report. Each of the years presented
includes 52 weeks of operations with the exception of the year ended December 31, 2006 which includes 53 weeks.

In the following
tables, we provide you with select consolidated financial data and other operating information of Medical Staffing Network which should be read in conjunction with Managements Discussion and Analysis of Financial Condition and Results of
Operations and our audited consolidated financial statements and accompanying notes included in this Annual Report.



|                                                                                          |  |                                       |         |   |      |   |         |         |  |   |         |   |  |         |         |   |  |   |         |  
|----------------------------------------------------------------------------------------- |  | ------------------------------------- | ------- | - | ---- | - | ------- | ------- |  | - | ------- | - |  | ------- | ------- | - |  | - | ------- | -
|                                                                                          |  | Fiscal Years Ended                    |        
|                                                                                          |  | 2007(1)                               |         |   | 2006 |   |         | 2005(2) |  |   | 2004    |   |  | 2003(3) |        
|                                                                                          |  | (in thousands, except per share data) |        
|Consolidated Statement of Operations Data:                                                |  |                                       |         |   |      |   |         |         |  |   |         |   |  |         |         |   |  |   |         |  
|Service revenues                                                                          |  | $                                     | 482,339 |   |      | $ | 385,450 |         |  | $ | 402,507 |   |  | $       | 417,058 |   |  | $ | 512,985 |  
|Cost of services rendered                                                                 |  |                                       | 366,040 |   |      |   | 299,374 |         |  |   | 314,341 |   |  |         | 327,075 |   |  |   | 398,224 |  
|                                                                                          |  |                                       |         |   |      |   |         |         |  |   |         |   |  |         |         |   |  |   |         |  
|Gross profit                                                                              |  |                                       | 116,299 |   |      |   | 86,076  |         |  |   | 88,166  |   |  |         | 89,983  |   |  |   | 114,761 |  
|Selling, general and administrative expenses                                              |  |                                       | 95,839  |   |      |   | 75,619  |         |  |   | 81,087  |   |  |         | 82,067  |   |  |   | 90,519  |  
|Depreciation and amortization expenses                                                    |  |                                       | 4,665   |   |      |   | 3,913   |         |  |   | 5,259   |   |  |         | 6,316   |   |  |   | 6,773   |  
|Impairment of goodwill(4)                                                                 |  |                                       | 2,621   |   |      |   | 31,753  |         |  |   |        |   |  |         |        |   |  |   |        |  
|Restructuring and other charges(5)                                                        |  |                                       | 3,167   |   |      |   | 3,089   |         |  |   | 512     |   |  |         |        |   |  |   |        |  
|                                                                                          |  |                                       |         |   |      |   |         |         |  |   |         |   |  |         |         |   |  |   |         |  
|Income (loss) from operations                                                             |  |                                       | 10,007  |   |      |   | (28,298 | )       |  |   | 1,308   |   |  |         | 1,600   |   |  |   | 17,469  |  
|Minority interest in income of subsidiary(6)                                              |  |                                       | 164     |   |      |   |        |         |  |   |        |   |  |         |        |   |  |   |        |  
|Loss on early extinguishment of debt(7)                                                   |  |                                       | 278     |   |      |   | 79      |         |  |   |        |   |  |         |        |   |  |   | 3,555   |  
|Interest expense, net                                                                     |  |                                       | 7,302   |   |      |   | 2,446   |         |  |   | 2,767   |   |  |         | 3,541   |   |  |   | 4,685   |  
|                                                                                          |  |                                       |         |   |      |   |         |         |  |   |         |   |  |         |         |   |  |   |         |  
|Income (loss) from continuing operations before provision for (benefit from) income taxes |  |                                       | 2,263   |   |      |   | (30,823 | )       |  |   | (1,459  | ) |  |         | (1,941  | ) |  |   | 9,229   |  
|Provision for (benefit from) income taxes                                                 |  |                                       | 3,320   |   |      |   | (3,826  | )       |  |   | (660    | ) |  |         | (615    | ) |  |   | 3,708   |  
|                                                                                          |  |                                       |         |   |      |   |         |         |  |   |         |   |  |         |         |   |  |   |         |  
|Income (loss) from continuing operations                                                  |  |                                       | (1,057  | ) |      |   | (26,997 | )       |  |   | (799    | ) |  |         | (1,326  | ) |  |   | 5,521   |  
|Loss from discontinued operations, net of taxes(8)                                        |  |                                       |        |   |      |   |        |         |  |   |        |   |  |         |        |   |  |   | (506    | )
|                                                                                          |  |                                       |         |   |      |   |         |         |  |   |         |   |  |         |         |   |  |   |         |  
|Net income (loss)                                                                         |  | $                                     | (1,057  | ) |      | $ | (26,997 | )       |  | $ | (799    | ) |  | $       | (1,326  | ) |  | $ | 5,015   |  
|                                                                                          |  |                                       |         |   |      |   |         |         |  |   |         |   |  |         |         |   |  |   |         |  
|Income (loss) per share  basic:                                                          |  |                                       |         |   |      |   |         |         |  |   |         |   |  |         |         |   |  |   |         |  
|Income (loss) from continuing operations                                                  |  | $                                     | (0.03   | ) |      | $ | (0.89   | )       |  | $ | (0.03   | ) |  | $       | (0.04   | ) |  | $ | 0.18    |  
|Discontinued operations, net of taxes                                                     |  |                                       |        |   |      |   |        |         |  |   |        |   |  |         |        |   |  |   | (0.01   | )
|                                                                                          |  |                                       |         |   |      |   |         |         |  |   |         |   |  |         |         |   |  |   |         |  
|Basic net income (loss) per share                                                         |  | $                                     | (0.03   | ) |      | $ | (0.89   | )       |  | $ | (0.03   | ) |  | $       | (0.04   | ) |  | $ | 0.17    |  
|                                                                                          |  |                                       |         |   |      |   |         |         |  |   |         |   |  |         |         |   |  |   |         |  
|Income (loss) per share  diluted:                                                        |  |                                       |         |   |      |   |         |         |  |   |         |   |  |         |         |   |  |   |         |  
|Income (loss) from continuing operations                                                  |  | $                                     | (0.03   | ) |      | $ | (0.89   | )       |  | $ | (0.03   | ) |  | $       | (0.04   | ) |  | $ | 0.18    |  
|Discontinued operations, net of taxes                                                     |  |                                       |        |   |      |   |        |         |  |   |        |   |  |         |        |   |  |   | (0.02   | )
|                                                                                          |  |                                       |         |   |      |   |         |         |  |   |         |   |  |         |         |   |  |   |         |  
|Diluted net income (loss) per share                                                       |  | $                                     | (0.03   | ) |      | $ | (0.89   | )       |  | $ | (0.03   | ) |  | $       | (0.04   | ) |  | $ | 0.16    |  
|                                                                                          |  |                                       |         |   |      |   |         |         |  |   |         |   |  |         |         |   |  |   |         |  
|Weighted average common shares outstanding:                                               |  |                                       |         |   |      |   |         |         |  |   |         |   |  |         |         |   |  |   |         |  
|Basic                                                                                     |  |                                       | 30,263  |   |      |   | 30,249  |         |  |   | 30,233  |   |  |         | 30,228  |   |  |   | 30,190  |  
|Diluted                                                                                   |  |                                       | 30,263  |   |      |   | 30,249  |         |  |   | 30,233  |   |  |         | 30,228  |   |  |   | 30,807  |  
|Other Operating Data:                                                                     |  |                                       |         |   |      |   |         |         |  |   |         |   |  |         |         |   |  |   |         |  
|Number of per diem branches at year end                                                   |  |                                       | 118     |   |      |   | 107     |         |  |   | 120     |   |  |         | 126     |   |  |   | 146     |  



20



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##### Table of Contents

|                                        |  |                          |         |      |   |         |  |      |         |         |   |         |  |   |        
|--------------------------------------- |  | ------------------------ | ------- | ---- | - | ------- |  | ---- | ------- | ------- | - | ------- |  | - | -------
|                                        |  | As of Fiscal Years Ended
|                                        |  | 2007(1)                  |         | 2006 |   | 2005(2) |  | 2004 |         | 2003(3)
|                                        |  | (in thousands)          
|Balance Sheet Data:                     |  |                          |         |      |   |         |  |      |         |         |   |         |  |   |        
|Cash and cash equivalents               |  | $                        | 1,898   |      | $ | 527     |  | $    | 42      |         | $ | 345     |  | $ | 825    
|Total assets                            |  |                          | 319,856 |      |   | 171,151 |  |      | 204,916 |         |   | 210,903 |  |   | 228,870
|Total liabilities and minority interest |  |                          | 200,087 |      |   | 48,824  |  |      | 55,668  |         |   | 60,877  |  |   | 77,583 
|Total common stockholders equity       |  |                          | 119,769 |      |   | 122,327 |  |      | 149,248 |         |   | 150,026 |  |   | 151,287



|(1) | Includes results of operations of InteliStaf and AMR from July 3, 2007 and September 8, 2007, respectively, the dates we assumed control of the acquired companies.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes results of operations of Quality Medical Professionals (QMP) and Winnertech from April 1, 2005 and December 1, 2005, respectively, the dates we assumed control of
the acquired companies.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes results of operations of Saber-Salisbury Group (SSG) from March 1, 2003, the date we assumed control of the acquired company.
|--- | --------------------------------------------------------------------------------------------------------------------------------------

|(4) | Coinciding with the branch closures associated with the InteliStaf restructuring initiative (see Note 5 below), in the third quarter of fiscal year 2007, we recorded an impairment
charge of $1.9 million to write off the associated goodwill. During the first quarter of fiscal year 2006 we recorded an impairment charge to our recorded goodwill of $3.2 million due to the closure of the 13 branches associated with our first
quarter restructuring initiative (see Note 5 below). During the fourth quarter of fiscal years 2007 and 2006, we completed our annual impairment test and determined that there was an impairment to our recorded goodwill in each year by using a
combination of market multiples, comparable transaction and discounted cash flow methods. Contributing to the fiscal year 2007 impairment charge was reduced current and projected operating results at four per diem branches. Contributing to the
fiscal year 2006 impairment charge were the decrease in profitability due to the decline in revenues in travel nurse staffing and allied health professional staffing as well as reduced current and projected operating results at a number of per diem
branches. As a result, we recorded a non-cash impairment charge of $0.7 million and $28.6 million, respectively, in the fourth quarter of fiscal years 2007 and 2006.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | In August 2007, we initiated a plan to restructure and integrate the operations of InteliStaf. As part of this plan, we reduced our pre-acquisition workforce by approximately 70
employees and closed four of our branches. As a result, we incurred a charge of $1.0 million related to severance costs and contract and lease termination fees and $2.2 million related to integration expenses for the InteliStaf acquisition. In the
first quarter of fiscal year 2006, we initiated a plan to restructure our per diem nurse staffing division due to the continued challenging market conditions. This initiative included certain per diem branch closures along with corresponding
elimination of certain branch positions. Additionally, certain operations and corporate staff positions were eliminated. As a result of these initiatives, we incurred a charge of approximately $3.1 million primarily related to severance costs and
contract and lease termination fees. In fiscal year 2005, the restructuring and other charges of approximately $0.5 million represented legal and professional fees and other expenses associated with due diligence performed related to a potential
acquisition that was ultimately not completed.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Represents the minority owners 32% interest in the income of InteliStaf of Oklahoma, LLC.
|--- | ------------------------------------------------------------------------------------------

|(7) | In July 2007, we repaid our Senior Credit Facility, entered into the 2007 Senior Credit Facility, and took a charge of $0.3 million to write off the remaining balance of debt
issuance costs associated with the extinguished Senior Credit Facility. In September 2006, we amended our Senior Credit Facility and took a $79,000 charge related to the writeoff of debt issuance costs. In 2003, we entered into a new credit facility
and took a charge of $3.6 million to writeoff of debt issuance costs.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | We discontinued our physician staffing services in the second quarter of 2003.
|--- | ------------------------------------------------------------------------------



|Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Introduction

Managements discussion and analysis of financial condition and results of
operations is provided as a supplement to our consolidated financial statements and accompanying notes to help provide an understanding of our financial condition, changes in financial condition and results of operations. The discussion and analysis
is organized as follows:



| |  | Overview. This section provides a general description of our business, trends in our industry, as well as significant transactions that have occurred that we
believe are important in understanding our financial condition and results of operations.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Recent accounting pronouncements. This section provides an analysis of relevant recent accounting pronouncements issued by the Financial Accounting Standards
Board (FASB) and/or other standard-setting bodies and the effect of those pronouncements.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



21



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##### Table of Contents

| |  | Results of operations. This section provides an analysis of our results of operations for all three years presented in the accompanying consolidated
statements of operations.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Liquidity and capital resources. This section provides an analysis of our cash flows, capital resources, off-balance sheet arrangements and our outstanding
debt and commitments as of December 30, 2007.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Critical accounting policies. This section discusses those accounting policies that are both considered important to our financial condition and results of
operations, and require significant judgment and estimates on the part of management in their application. In addition, all of our significant accounting policies, including the critical accounting policies, are summarized in Note 1 to the
accompanying consolidated financial statements.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Caution concerning forward-looking statements. This section discusses how certain forward-looking statements made by us throughout this discussion and
analysis are based on managements present expectations about future events and are inherently susceptible to uncertainty and changes in circumstance.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Overview

Business Description

We are a leading temporary healthcare staffing company and the largest provider of per diem staffing services in the United States as measured by
revenues. More than two-thirds of our clients are acute care hospitals, clinics and surgical and ambulatory care centers. We serve both for-profit and not-for-profit organizations that range in scope from one facility to national chains with dozens
of facilities. Our clients typically pay us directly. We do not receive a material portion of our revenues from Medicare or Medicaid reimbursements or similar state reimbursement programs.

Our per diem staffing division currently operates in an integrated network of branches that are organized into several geographic regions. These branches
serve as our direct contact with our healthcare professionals and clients. The cost structure of a typical branch is substantially fixed, consisting of limited personnel, office space rent, information systems infrastructure and office supplies. We
have been able to develop a highly efficient branch management model that we believe is easily scalable.

Our travel and contract-based
staffing assignments place our professionals at hospitals and other healthcare facilities across the country on a contracted, fixed-term basis to meet seasonal fluctuations in hospital admissions levels for time periods typically ranging between two
and thirteen weeks in duration. The shorter length assignments are typically staffed by our per diem branches while the longer assignments are staffed by both the centralized travel offices and per diem branches. Our travel staffing offices
coordinate travel and housing arrangements for our professionals who typically relocate to the area in which they are placed.

We are also
a leading provider of highly specialized radiology and diagnostic imaging specialists, clinical laboratory specialists, rehabilitation specialists, pharmacists and respiratory therapists and other similar healthcare specialists, or allied
health professionals, as measured by revenues. These professionals are staffed on both a per diem and travel basis, serving hospitals, nursing homes, clinics and surgical ambulatory care centers and retail pharmacies.

Our centralized travel staffing and allied health offices are national in scope and serve as our direct contact with our healthcare professionals and
clients.

Another element of our staffing business is VMS, whereby we provide the client a single point of contact that coordinates
temporary staffing across all departments for the entire facility. We first attempt to fill the needs of our VMS clients using our internal per diem or travel staff. When this is not possible, we subcontract staff from an Associate Partner. The
facility is typically aware that we will be required to use Associate Partners and the facility has the final authority as to the acceptability and use of a particular Associate Partner and its personnel. We do not pay the Associate Partner until we
are paid by the facility.



22



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##### Table of Contents

Industry Trends

Service revenues and gross profit margins have been under pressure as stagnant hospital admissions have suppressed incremental demand for temporary nurses though we have begun to see increases in bill rates. Overall,
in the latter half of 2006 and continuing into 2007, we experienced a more favorable pricing environment than in recent years. Due to the uncertain economic conditions of prior years, we believe that nurses in many households became the primary wage
earner, which caused such nurses to seek more traditional full-time employment. Additionally, as hospitals are experiencing lower than projected admissions levels, they are placing greater reliance on existing full-time staff, resulting in increased
overtime and nurse-patient loads.

We cannot predict when conditions will improve, but we are confident in the long-term growth of the
industry. In a January 2000 report, the U.S. Census Bureau, Population Projections Bureau, projected that the number of Americans over 65 years of age is expected to grow from 34.5 million in 2000 to 53.7 million in 2020. In a July 2002
report, the U.S. Department of Health and Human Services stated that the national supply of full-time equivalent registered nurses was approximately 1.9 million while demand was approximately 2.0 million. This gap between supply and demand for
nurses is expected to grow from 0.1 million in 2000 to 0.8 million by 2020. Additionally, there is a growing trend to restrict mandatory healthcare worker overtime requirements by employers and to establish nurse-patient ratios. Several
states have enacted legislation establishing nurse to patient ratios and/or prohibiting mandatory overtime while other states have similar legislation pending. In conjunction with the aforementioned factors, the prospects for the healthcare staffing
industry should improve as hospitals experience higher census levels and increasing shortages of healthcare workers.

Fiscal Year

Our fiscal year consists of 52/53 weeks ending on the last Sunday in December in each year. The years ended December 30, 2007, December 31,
2006 and December 25, 2005 consisted of 52, 53 and 52 weeks, respectively.

Acquisitions

In July 2007, we acquired all of the interests of InteliStaf for approximately $92.0 million in cash plus a net working capital adjustment of $1.2 million
($2.2 million funded at close in July 2007 with $1.0 million to be returned to us in 2008), of which approximately $4.6 million is held in escrow, with no potential for additional consideration. In September 2007, we acquired certain assets of AMR
for approximately $11.0 million in cash less a working capital adjustment of $0.2 million, of which approximately $0.3 million is held in escrow, and the potential for additional consideration contingent upon AMR achieving certain financial results
for fiscal years 2007 through March 2013. In 2007, we paid $0.7 million in additional consideration regarding the achievement of certain financial results relating to a 2005 acquisition.

During 2006, we made no acquisitions, though we paid $0.3 million in additional consideration regarding the achievement of certain financial results
relating to a 2005 acquisition.

During 2005, we purchased substantially all of the assets of two healthcare staffing companies for an
aggregate purchase price of $1.9 million.

All acquisitions were accounted for as purchases and, accordingly, the results of these acquired
businesses are included in our consolidated financial statements from the acquisition dates or the dates when we assumed substantial control.



23



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##### Table of Contents

Service Revenues

Temporary staffing services represent 100% of our consolidated revenues. For the years ended December 30, 2007, December 31, 2006, and December 25, 2005, approximately 71%, 75%, and 73%,
respectively, of our revenues were derived from per diem staffing, 12%, 5%, and 6%, respectively, from travel staffing and 17%, 20%, and 21%, respectively, from the staffing of various allied health professionals, such as radiology and diagnostic
imaging specialists, clinical laboratory specialists, rehabilitation specialists, pharmacists and respiratory therapists and other similar healthcare vocations.

For the years ended December 30, 2007, December 31, 2006, and December 25, 2005, approximately 74%, 80%, and 78%, respectively, of our revenues were generated through our per diem branch network,
12%, 5%, and 6%, respectively, from travel staffing and 14%, 15%, and 16%, respectively, from allied health staffing.

Restructuring and Other
Charges

On August 7, 2007, we initiated a plan to restructure and integrate the operations of InteliStaf (IS Plan). The
objectives of the IS Plan were to eliminate redundant costs resulting from the acquisition of InteliStaf and to improve efficiencies in operations. As part of the IS Plan, we reduced our pre-acquisition workforce by approximately 70 employees and
closed four of our branches. As a result, in the third quarter of 2007, we recorded a pre-tax charge of $1.0 million related to severance costs and contract and lease termination fees. We also incurred pre-tax charges of $2.2 million related to
integration expenses for the InteliStaf acquisition. The $3.2 million pre-tax restructuring charge is included in the line item restructuring and other charges on our consolidated statement of operations for the year ended
December 30, 2007. Additionally, we reduced InteliStafs pre-acquisition workforce by approximately 200 employees and closed three of InteliStafs branches. The severance costs and contract and lease termination fees associated with
the InteliStaf branch closures was $10.4 million, with $9.3 million recorded in the third quarter and $1.1 million recorded in the fourth quarter of 2007. Of the $10.4 million, $9.4 million is accounted for as part of the cost of the acquired
business and was not recorded as a period expense, and the remaining $1.0 million was included in the aforementioned $3.2 million pre-tax charge.

On February 1, 2006, we initiated a plan (2006 Plan) to restructure our per diem nurse staffing division due to the continued challenging market conditions. This initiative included certain per diem branch closures along with
corresponding elimination of certain branch positions. Additionally, certain operations and corporate staff positions were eliminated. As a result of these initiatives, for the year ended December 31, 2006, we incurred a pre-tax charge of
approximately $3.1 million primarily related to severance costs and contract and lease termination fees.

Impairment of Goodwill

Coinciding with the branch closures associated with the IS Plan, we concluded that the goodwill associated with the four closed pre-acquisition
branches was fully impaired. As a result, for the year ended December 30, 2007, we recorded a non-cash charge of approximately $1.9 million to write-off the associated goodwill.

Coinciding with the branch closures associated with the 2006 Plan, we concluded that the goodwill associated with such closed branches was fully
impaired. As a result, for the year ended December 31, 2006, we recorded a non-cash charge of approximately $3.2 million to write-off the associated goodwill.

We completed our annual impairment test during the fourth quarter of fiscal years 2007 and 2006, using a combination of market multiple, comparable transaction and discounted cash flow methods. Impairment was noted at
four individual reporting units in fiscal year 2007 and at a number of individual reporting units in fiscal year 2006. Each of the four reporting units that took an impairment charge as a result of the fourth quarter 2007 impairment testing had
positive operating income for the trailing twelve month period preceding the test date; however, their individual discounted cash calculations were impacted by reduced projected operating results in subsequent periods. Contributing to the impairment
loss in fiscal year 2006 were the decrease in profitability due to the decline in revenues in travel nurse staffing and allied health professional staffing, as well as reduced current and projected operating results at a number of per diem branches.
As a result, for the years ended December 30, 2007 and December 31, 2006, we recorded a non-cash impairment charge of $0.7 million and $28.6 million, respectively.



24



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##### Table of Contents

Loss on Early Extinguishment of Debt

On July 2, 2007, we repaid all amounts outstanding under our Senior Credit Facility and
entered into a new 2007 Senior Credit Facility. The new $155.0 million 2007 Senior Credit Facility is comprised of a six-year $30.0 million Revolver, a six-year $100.0 million 1stTerm Loan and a seven-year $25.0 million 2ndTerm Loan. We recorded a non-cash charge of approximately $0.3 million
in the third quarter of 2007 to write off the remaining balance of the unamortized debt issuance costs associated with the extinguished Senior Credit Facility. The charge appears in the line item loss on early extinguishment of debt on
the consolidated statement of operations for the year ended December 30, 2007.

Recent Accounting Pronouncements

Accounting for Business Combinations/Noncontrolling Interest

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS No. 141(R)) and SFAS No. 160, Accounting and Reporting of Noncontrolling Interest in Consolidated Financial
Statements, an amendment of ARB No. 51 (SFAS No. 160). SFAS No. 141(R) expands the scope of acquisition accounting to all transactions and circumstances under which control of a business is obtained. The acquiring entity in a
business combination will be required to recognize all (and only) the assets acquired and liabilities assumed in the transaction using the acquisition-date fair value as the measurement objective for the assets acquired and liabilities assumed. SFAS
No. 141(R) provides specific guidance on the recognition of acquisition costs, restructuring costs, contingencies and goodwill related to an acquisition, replacing previous guidance found in SFAS No. 141, Business Combinations (SFAS
No. 141). Acquisition-related costs (i.e. due diligence costs, etc.) and restructuring costs (i.e. severance for acquirees terminated employees, lease termination costs, etc.) will now be required to be expensed in the period incurred as
opposed to current guidance whereby the costs are captured as part of the acquisition. Contingent consideration (payments made conditioned on the outcome of future events) is to be recognized at the acquisition date, measured at its fair value at
that date, rather than being recognized as an adjustment to the accounting for the business combination when the consideration is issued or becomes issuable. SFAS No. 160 requires all entities to report noncontrolling (minority) interests in
subsidiaries as equity in the consolidated financial statements and to account for transactions between an entity and noncontrolling interest as equity transactions. SFAS No. 141(R) and SFAS No. 160 are required to be adopted
simultaneously, are effective for fiscal years, inclusive of the interim periods within those fiscal years, beginning on or after December 15, 2008 and earlier adoption is prohibited. We will implement the provisions of SFAS No. 141(R) and
SFAS No. 160 in the fiscal year beginning December 29, 2008. The future impact of the application of these provisions is not determinable at this time.

Fair Value of Assets and Liabilities

In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years, with earlier application encouraged, provided that the reporting entity has not yet issued financial
statements for that fiscal year inclusive of interim period financial statements. We will implement the provisions of SFAS No. 157 in the fiscal year beginning December 31, 2007. We do not expect any significant changes to our financial
accounting and reporting as a result of this new accounting standard.

In February 2007, the FASB issued SFAS No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities  Including an Amendment of FASB Statement No. 115 (SFAS No. 159). SFAS No. 159 permits companies to measure many financial instruments and certain other items at
fair value at specified election dates. SFAS No. 159 will be effective for fiscal years beginning after November 15, 2007. We do not expect any significant changes to our financial accounting and reporting as a result of this new
accounting standard.



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Results of Operations

The following table sets forth, for the periods indicated, certain selected financial data expressed as a percentage of service revenues:



|                                                                                |  |                   |   |  |       |   |  |       |  
|------------------------------------------------------------------------------- |  | ----------------- | - |  | ----- | - |  | ----- | -
|                                                                                |  | Fiscal Year Ended |  
|                                                                                |  | 2007              |   |  | 2006  |   |  | 2005  |  
|Service revenues                                                                |  | 100.0             | % |  | 100.0 | % |  | 100.0 | %
|Cost of services rendered                                                       |  | 75.9              |   |  | 77.7  |   |  | 78.1  |  
|Gross profit                                                                    |  | 24.1              |   |  | 22.3  |   |  | 21.9  |  
|Selling, general and administrative expenses                                    |  | 19.8              |   |  | 19.6  |   |  | 20.2  |  
|Depreciation and amortization expenses                                          |  | 1.0               |   |  | 1.0   |   |  | 1.3   |  
|Impairment of goodwill                                                          |  | 0.5               |   |  | 8.2   |   |  |      |  
|Restructuring and other charges                                                 |  | 0.7               |   |  | 0.8   |   |  | 0.1   |  
|Income (loss) from operations                                                   |  | 2.1               |   |  | (7.3  | ) |  | 0.3   |  
|Minority interest in income of subsidiary                                       |  |                  |   |  |      |   |  |      |  
|Loss on early extinguishment of debt                                            |  | 0.1               |   |  | 0.1   |   |  |      |  
|Interest expense, net                                                           |  | 1.5               |   |  | 0.6   |   |  | 0.7   |  
|Income (loss) from operations before provision for ( benefit from) income taxes |  | 0.5               |   |  | (8.0  | ) |  | (0.4  | )
|Provision for (benefit from) income taxes                                       |  | 0.7               |   |  | (1.0  | ) |  | (0.2  | )
|Net loss                                                                        |  | (0.2              | ) |  | (7.0  | ) |  | (0.2  | )

Comparison of Year Ended December 30, 2007 (52 weeks) to Year Ended December 31, 2006 (53 weeks)

Service Revenues.Service revenues increased
$96.8 million, or 25.1%, to $482.3 million for the year ended December 30, 2007, as compared to $385.5 million for the comparable prior year period. Excluding the 53rdweek, service revenues for the year ended December 31, 2006 would have been $378.6 million.

Branch based per diem staffing revenues increased $49.5 million, or 16.1%, to $356.4 million
for the year ended December 30, 2007, as compared to $306.9 million for the comparable prior year period. Excluding the 53rdweek, branch
based per diem nurse staffing revenues for 2006 would have been $301.3 million. The increase was primarily attributable to an increase in the number of hours worked by professionals due in large part to the acquisitions of InteliStaf and AMR
combined with bill rate increases.

Revenues from our travel nurse staffing division
increased $38.9 million, or 186.1%, to $59.8 million for the year ended December 30, 2007, as compared to $20.9 million for the comparable prior year period. Excluding the 53rdweek, branch based travel nurse staffing revenues for 2006 would have been $20.6 million. The increase was primarily due to an increase in the number of working travel nurses due to the acquisition of InteliStaf
combined with bill rate increases.

Revenues from our allied health division
increased $8.4 million, or 14.6%, to $66.1 million for the year ended December 30, 2007, as compared to $57.7 million for the comparable prior year period. Excluding the 53rdweek, allied staffing revenues for 2006 would have been $56.7 million. The increase was primarily due to an increase in the number of hours worked by professionals resulting from organic growth initiatives combined
with bill rate increases.

Cost of Services Rendered. Cost of services rendered increased $66.6 million, or 22.2%, to
$366.0 million for the year ended December 30, 2007 as compared to $299.4 million for the prior year. The increase was primarily due to the increased volume due to the acquisitions of InteliStaf and AMR.



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Gross Profit. Gross profit increased $30.2 million, or 35.1%, to $116.3 million
for the year ended December 30, 2007, as compared to $86.1 million for the comparable prior year period. The increase was primarily due to the increased volume resulting from the acquisitions of InteliStaf and AMR. Gross margin for the
year ended December 30, 2007 was 24.1% as compared with 22.3% for the prior year, an increase of 180 basis points primarily due to low- to mid-single digit bill rate increases.

Selling, General and Administrative. Selling, general and administrative expenses increased to $95.8 million, or 19.8% of revenues for
the year ended December 30, 2007, as compared to $75.6 million, or 19.6% of revenues for the comparable prior year period. The increase was primarily due to increased overhead costs associated with the larger per diem branch network and
scale travel nurse division resulting from the acquisition of InteliStaf.

Depreciation and Amortization. Depreciation and
amortization for the year ended December 30, 2007 was $4.7 million, as compared to $3.9 million for the comparable prior year period. The increase was primarily attributable to the intangible assets subject to amortization acquired in the
InteliStaf and AMR acquisitions and the depreciation of furniture and equipment acquired in the InteliStaf acquisition.

Impairment
of Goodwill. Impairment of goodwill for the year ended December 30, 2007 was $2.6 million. During the third quarter of fiscal year 2007, we recorded an impairment charge to our recorded goodwill of $1.9 million due to the closure of
four pre-acquisition branches coinciding with our IS Plan. We completed our annual impairment test during the fourth quarter of fiscal year 2007 and determined that there was an impairment to our recorded goodwill by using a combination of market
multiple, comparable transaction and discounted cash flow methods. Each of the four reporting units that took an impairment charge as a result of the fourth quarter 2007 impairment testing had positive operating income for the trailing twelve month
period preceding the test date; however, their individual discounted cash calculations were impacted by reduced projected operating results in subsequent periods. As a result, we recorded a non-cash impairment charge of $0.7 million in the fourth
quarter of fiscal year 2007. Impairment of goodwill for the year ended December 31, 2006 was $31.8 million. During the first quarter of fiscal year 2006, we recorded an impairment charge to our recorded goodwill of $3.2 million due to the
closure of the 13 branches associated with our first quarter restructuring initiative. During the fourth quarter of 2006, we completed our annual impairment test and determined that there was an impairment to our recorded goodwill. Contributing to
the impairment loss were the decrease in profitability due to the decline in revenues in travel nurse staffing and allied health professional staffing, as well as reduced current and projected operating results at a number of per diem branches. As a
result, we recorded a non-cash impairment charge of $28.6 million in the fourth quarter of fiscal year 2006.

Restructuring and Other
Charges. Restructuring and other charges for the year ended December 30, 2007 was $3.2 million, as compared to $3.1 million for the prior year. In fiscal year 2007, the amount is attributable to the integration and restructuring plan
implemented upon the InteliStaf acquisition, whereby certain Medical Staffing Network, Inc. (pre-acquisition) and InteliStaf (acquired) branch locations were closed. In fiscal year 2006, the amount represents the charges incurred with the 2006 Plan
initiated on February 1, 2006 related to severance costs and contract and lease termination fees.

Minority Interest in Income
of Subsidiary. Minority interest in income of subsidiary was $0.2 million for the year ended December 30, 2007. This amount represents the 32% minority interest in the income of InteliStaf of Oklahoma, LLC.

Loss on Early Extinguishment of Debt. Loss on early extinguishment of debt was $0.3 million for the year ended December 30, 2007, as
compared to $0.1 million for the year ended December 31, 2006. The non-cash charge was due to the writeoff of certain unamortized debt issuance costs in association with the July 2007 repayment of our previous senior credit facility.

Interest Expense, Net. Interest expense, net, increased to $7.3 million for the year ended December 30, 2007, as
compared to $2.4 million for the prior year. The increase was attributable to higher average outstanding borrowings due to the InteliStaf and AMR acquisitions and a higher weighted average interest rate resulting from the 2007 Senior Credit
Facility.



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Provision for (Benefit From) Income Taxes. Our effective income tax rate for the year ended
December 30, 2007 was a provision of 146.7% as compared to benefit of 12.4% in the prior year. In the fourth quarter of 2006, we recorded a valuation allowance against our net current and noncurrent deferred tax assets and a deferred tax
liability and the 2007 provision is recorded relative to indefinite reversing of temporary differences.

Net Loss. As a
result of the above, we incurred a net loss of $1.1 million for the year ended December 30, 2007, as compared to a net loss of $27.0 million for the prior year.

Comparison of Year Ended December 31, 2006 (53 weeks) to Year Ended December 25, 2005 (52 weeks)

Service Revenues. Service revenues decreased $17.0 million, or 4.2%, to
$385.5 million for the year ended December 31, 2006, as compared to $402.5 million for the prior year. Excluding the 53rdweek,
service revenues for 2006 would have decreased $23.9 million, or 6.0%, to $378.6 million. The decrease was due to the lower number of hours worked by our professionals caused by the current challenging business environment for temporary healthcare
staffing and the closure of offices in the first quarter restructuring, partially offset by an additional week in fiscal year 2006 and an increase in bill rates that was slightly higher than that of the Consumer Price Index.

Branch based per diem staffing revenues decreased $6.5 million, or 2.0%, to $306.9 million
for the year ended December 31, 2006, as compared to $313.4 million for the prior year. Excluding the 53rdweek, branch based per diem
nurse staffing revenues for 2006 would have decreased $12.1 million, or 3.9%, to $301.3 million. The decrease was primarily due to a decrease in the number of hours worked by professionals caused primarily by the closure of offices in the first
quarter restructuring, partially offset by the additional week in fiscal year 2006 and the aforementioned increase in bill rates.

Revenues from our allied health staffing and travel nurse staffing divisions decreased 8.2% and
20.2%, respectively, from the prior year. Excluding the 53rdweek, revenues from our allied health and travel nurse staffing divisions would have
decreased 9.9% and 21.3%, respectively. The decrease was primarily due a decrease in the number of hours worked by professionals caused by the current challenging business environment for temporary healthcare staffing, partially offset by the
additional week in fiscal year 2006.

Cost of Services Rendered. Cost of services rendered decreased $14.9 million, or
4.8%, to $299.4 million for the year ended December 31, 2006, as compared to $314.3 million for the prior year. The decrease was due to the lower number of hours worked by our professionals caused by the current challenging business
environment for temporary healthcare staffing and the closure of offices in the first quarter restructuring, partially offset by an additional week in fiscal year 2006 and an increase in travel and benefit costs.

Gross Profit. Gross profit decreased $2.1 million, or 2.4%, to $86.1 million for the year ended December 31, 2006, as
compared to $88.2 million for the prior year. The decrease was primarily due to the decrease in service revenues, partially offset by the additional week in fiscal year 2006 and an increase in gross margin. Gross margin for the year ended
December 31, 2006 was 22.3% as compared with 21.9% for the prior year. The 40 basis point increase was primarily due to the aforementioned increase in bill rates, partially offset by higher benefit and housing costs.

Selling, General and Administrative. Selling, general and administrative expenses
decreased to $75.6 million, or 19.6% of revenues for the year ended December 31, 2006, as compared to $81.1 million, or 20.2% of revenues for the prior year. The decrease was primarily due to the elimination of expenses associated
with the first quarter 2006 restructuring initiative, including the branch closures, partially offset by an additional week of payroll expenses associated with the 53rdweek of fiscal year 2006.

Depreciation and Amortization. Depreciation and amortization
decreased to $3.9 million for the year ended December 31, 2006, as compared to $5.3 million for the prior year. The decrease was due to more assets becoming fully depreciated during fiscal year 2006.



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Impairment of Goodwill. Impairment of goodwill for the year ended December 31, 2006
was $31.8 million. During the first quarter of fiscal year 2006, we recorded an impairment charge to our recorded goodwill of $3.2 million due to the closure of the 13 branches associated with our first quarter restructuring initiative. We completed
our annual impairment test during the fourth quarter of fiscal year 2006 and determined that there was an impairment to our recorded goodwill by using a combination of market multiple, comparable transaction and discounted cash flow methods.
Contributing to the impairment loss were the decrease in profitability due to the decline in revenues in travel nurse staffing and allied health professional staffing, as well as reduced current and projected operating results at a number of per
diem branches. As a result, we recorded a non-cash impairment charge of $28.6 million in the fourth quarter of 2006.

Restructuring
and Other Charges.Restructuring and other charges for the year ended December 31, 2006 was $3.1 million, as compared to $0.5 million for the prior year. In fiscal year 2006, the restructuring and other charges represents the charges
incurred with our per diem nurse staffing division restructuring initiated on February 1, 2006, related to severance and contract and lease terminations. In fiscal year 2005, the restructuring and other charges of approximately $0.5 million
represented legal and professional fees and other expenses associated with due diligence performed related to a potential acquisition that was ultimately not completed.

Loss on Early Extinguishment of Debt. Loss on early extinguishment of debt was $0.1 million for the year ended December 31, 2006. The non-cash charge was due to the writeoff of certain unamortized
debt issuance costs in association with the September 2006 amendment to our Senior Credit Facility.

Interest Expense, Net.
Interest expense, net, decreased to $2.4 million for the year ended December 31, 2006 as compared to $2.8 million for the prior year. The decrease was primarily due to lower average outstanding borrowings, partially offset by the
additional week in fiscal year 2006 and an increased weighted average interest rate.

Benefit From Income Taxes. Our
effective income tax benefit rate for the year ended December 31, 2006 was 12.4% as compared to 45.2% in the prior year. The decrease in the effective tax benefit rate was primarily due to a valuation allowance that was recorded against our net
deferred tax assets and nondeductible items having a smaller percentage impact on the rate than on the actual tax dollar amount.

Net
Loss. As a result of the above, we incurred a net loss of $27.0 million for the year ended December 31, 2006, as compared to a net loss of $0.8 million for the prior year.

Seasonality

Due to the regional and seasonal
fluctuations in the hospital patient census of our hospital and healthcare facility clients and due to the seasonal preferences for destinations by our temporary healthcare professionals, the number of healthcare professionals on assignment, revenue
and earnings are subject to moderate seasonal fluctuations. Many of our hospital and healthcare facility clients are located in areas that experience seasonal fluctuations in population, during the winter and summer months. These facilities adjust
their staffing levels to accommodate the change in this seasonal demand and many of these facilities utilize temporary healthcare professionals to satisfy these seasonal staffing needs.

Historically, the number of temporary healthcare professionals on assignment has increased from January through March followed by declines or minimal
growth from April through December. This pattern may or may not continue in the future. As a result of all of these factors, results of any one quarter are not necessarily indicative of the results to be expected for any other quarter or for any
year. Additionally, volume for our travel nurse staffing and allied health divisions are typically negatively impacted in December and January due to vacations taken over the year-end holidays.



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Liquidity and Capital Resources

Discussion on Liquidity and Capital Resources

Our historical capital resource requirements
have been the funding of working capital, debt service, capital expenditures and acquisitions. We have historically funded these requirements from a combination of cash flow from operations, equity issuances and borrowings under our senior credit
facilities.

Cash flow provided by operations was $0.1 million for the year ended December 30, 2007, as compared to $10.3 million
for the year ended December 31, 2006.

During the year ended December 30,
2007, we used cash generated by operations of $0.1 million and proceeds from the issuance of 1stand 2ndTerm Loans, net of financing costs of $122.2 million and net borrowings from our Revolver of $4.0 million to pay for the InteliStaf and AMR acquisitions of $103.6 million, to pay
additional consideration related to a 2005 acquisition of $0.7 million, to repay borrowings under our extinguished senior credit facility of $16.6 million, to fund capital expenditures of $3.5 million and to repay capital lease obligations of $0.3
million.

As of December 30, 2007, we had net working capital of $46.9 million, as compared to $36.2 million as of December 31,
2006. The $10.7 million increase was due to increases in accounts receivable and other current assets of $41.7 million and $1.3 million, respectively, partially offset by increases in accounts payable and accrued expenses and accrued payroll and
related liabilities of $28.5 million and $4.4 million, respectively, primarily due to the InteliStaf acquisition. Available borrowings under our 2007 Senior Credit Facility are an important component of our liquidity.

We had a Senior Credit Facility that provided for a $60.0 million revolving credit facility that was due to expire on January 2, 2007 and a $6.0
million term note that was due on January 2, 2007.

On September 29, 2006, we amended the terms of our Senior Credit Facility to
extend the maturity date to September 29, 2009 and to reduce the capacity under the revolving credit facility from $60.0 million to $40.0 million. The amendment also favorably modified certain financial covenants while decreasing the applicable
margin on the revolving credit facility by 0.5% and reducing the unused line fee by 0.15%. In conjunction with the amendment, on September 29, 2006, we repaid the remaining $6.0 million of outstanding borrowings and thereby, extinguished the
term note through borrowings under the revolving credit facility. We recorded a non-cash charge of approximately $0.1 million in the fourth quarter of 2006 to write off a portion of the remaining unamortized debt issuance costs.

Effective December 29, 2006, we amended the terms of our Senior Credit Facility whereby certain financial covenants were favorably amended.

On July 2, 2007, we repaid all amounts outstanding under our Senior Credit
Facility and entered into a new 2007 Senior Credit Facility. The new $155.0 million 2007 Senior Credit Facility is comprised of a six-year $30.0 million Revolver, a six-year $100.0 million 1stTerm Loan and a seven-year $25.0 million 2ndTerm Loan. The proceeds of the 2007 Senior Credit
Facility were used to finance the purchase price of the InteliStaf and AMR acquisitions, to repay outstanding borrowings under the extinguished Senior Credit Facility, to pay fees and expenses incurred in connection with the InteliStaf acquisition
and for general working capital purposes. We recorded a non-cash charge of approximately $0.3 million in the third quarter of 2007 to write off the remaining balance of the unamortized debt issuance costs associated with the extinguished Senior
Credit Facility.

Pursuant to the terms of the 2007 Senior Credit Facility, the amount that can be borrowed at any given time under the
Revolver is based on a leverage covenant and outstanding letters of credit, which can result in borrowing availability of less than the full capacity of the Revolver. As of December 30, 2007, $8.0 million of standby letters of credit (of
which $7.4 million related to InteliStafs workers compensation policy and $0.6 million related to operating leases) and $4.4 million was outstanding under the Revolver resulting in $17.6 million being immediately available for borrowing under
the Revolver.



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Pursuant to the terms of the 2007 Senior Credit
Facility, we are required to hedge at least 50% of the outstanding borrowings of the 1stand 2ndTerm Loans. On September 6, 2007, we entered into a three year hedging agreement using three month LIBOR rates, whereby we hedged $62.5 million at 4.975%. The Revolver bears
interest at either prime rate or LIBOR plus an applicable margin (9.75% at December 30, 2007) with interest payable quarterly or as LIBOR interest rate contracts expire. Unused capacity under the Revolver bears interest at 0.50% and is payable
quarterly. The 1stTerm Loan bears interest at either prime rate or LIBOR plus an applicable margin (the variable portion is 8.65% and the fixed
(hedged) portion is 8.48% at December 30, 2007) with interest payable quarterly or as LIBOR interest rate contracts expire. The 2ndTerm Loan
bears interest at either prime rate or LIBOR plus an applicable margin (11.65% at December 30, 2007) with interest payable quarterly or as LIBOR interest rate contracts expire. For the year ended December 30, 2007, the weighted average
interest rate for the loans under our senior credit facilities was 9.48%. As of December 30, 2007, the blended rate for loans outstanding under the 2007 Senior Credit Facility was 9.19%.

Pursuant to the terms of the 2007 Senior Credit Facility, we are required to make annual payments of $1.0 million, in four equal quarterly installments.
Additionally, at the end of each fiscal year beginning in 2008, we will compute an excess cash flow calculation which could result in us being required to prepay an additional amount of outstanding borrowings.

As the borrower under the 2007 Senior Credit Facility, our subsidiary, Medical Staffing Network, Inc., may only pay dividends or make other distributions
to us in the amount of $2,000,000 in any fiscal year to pay our operating expenses. This limitation on our subsidiarys ability to distribute cash to us will limit our ability to obtain and service any additional debt. In addition, our
subsidiaries are subject to restrictions under the 2007 Senior Credit Facility against incurring additional indebtedness.

Capital
expenditures were $3.5 million for the year ended December 30, 2007 and were $2.4 million for the prior year. The expenditures primarily relate to the upgrade or replacement of various computer systems including hardware, and purchased and
internally developed software. We expect a similar type of capital expenditures in fiscal year 2008 though the amount is expected to be higher due to the acquisition of InteliStaf.

Because we rely on cash flow from operating activities as a source of liquidity, we are subject to the risk that a decrease in the demand for our
staffing services could have an adverse impact on our liquidity. Decreased demand for our staffing services could result from an inability to attract qualified healthcare professionals, fluctuations in patient occupancy at our hospital and
healthcare facility clients and changes in state and federal regulations relating to our business.

We believe that our current cash
balances, together with our 2007 Senior Credit Facility, our ability to secure funds under a credit facility and other available sources of liquidity, will be sufficient for us to meet our current and future financial obligations, as well as to
provide us with funds for working capital, anticipated capital expenditures and other needs for at least the next twelve months. No assurance can be given, however, that this will be the case. In the longer term, we may require additional equity and
debt financing to meet our working capital needs, or to fund our acquisition activities, if any. There can be no assurance that additional financing will be available when required or, if available, will be available on satisfactory terms.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to our investors.



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Contractual Obligations

The following table reflects our significant contractual obligations and other commitments as of December 30, 2007 (in thousands):



|                              |  |                        |         |                 |   |          |  |          |        |                  |   |       |  |   |        
|----------------------------- |  | ---------------------- | ------- | --------------- | - | -------- |  | -------- | ------ | ---------------- | - | ----- |  | - | -------
|                              |  | Payments due by period
|                              |  | Total                  |         | Less than1 year |   | 1-3years |  | 3-5years |        | More than5 years
|                              |  |                        |         |                 |   |          |  |          |        |                  |   |       |  |   |        
|Long-term debt obligations(1) |  | $                      | 129,185 |                 | $ | 1,000    |  | $        | 2,000  |                  | $ | 2,000 |  | $ | 124,185
|Operating leases (2)          |  |                        | 26,316  |                 |   | 6,573    |  |          | 9,308  |                  |   | 6,547 |  |   | 3,888  
|Capital lease obligations (3) |  |                        | 376     |                 |   | 322      |  |          | 54     |                  |   |      |  |   |       
|                              |  |                        |         |                 |   |          |  |          |        |                  |   |       |  |   |        
|Total                         |  | $                      | 155,877 |                 | $ | 7,895    |  | $        | 11,362 |                  | $ | 8,547 |  | $ | 128,073
|                              |  |                        |         |                 |   |          |  |          |        |                  |   |       |  |   |        



|(1) | Relates to Senior Credit Facility entered into on July 2, 2007.
|--- | ---------------------------------------------------------------

|(2) | Relates to office space for corporate and branch locations.
|--- | -----------------------------------------------------------

|(3) | Funds capital lease expenditures.
|--- | ---------------------------------

Critical Accounting Policies

In response to the SEC Release Number 33-8040 Cautionary Advice Regarding Disclosure About Critical Accounting Policies and SEC
Release Number 33-8056, Commission Statement about Managements Discussion and Analysis of Financial Condition and Results of Operations, we have identified the following critical accounting policies that affect the more significant
judgments and estimates used in the preparation of the consolidated financial statements. The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires that we make
estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, we will evaluate our estimates, including those related to
asset impairment, accruals for self-insurance and compensation and related benefits, allowance for doubtful accounts, and contingencies and litigation. These estimates are based on the information that is currently available to us and on various
other assumptions that we believe to be reasonable under the circumstances. Actual results could vary from those estimates under different assumptions or conditions. For a summary of all our significant accounting policies, including the critical
accounting policies discussed below, see Note 1 to the consolidated financial statements included in this Annual Report on Form 10-K.

We
believe that the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements:



| |  | We maintain an allowance for estimated losses resulting from the inability of our customers to make required payments, which results in a provision for doubtful
accounts. The adequacy of this allowance is determined by continually evaluating customer receivables, considering the customers financial condition, credit history and current economic conditions. If the financial condition of our customers
were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances would be required.
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| |  | We have recorded goodwill and other intangibles resulting from our acquisitions through December 30, 2007. Through December 30, 2001, goodwill and other
intangibles were amortized on a straight-line basis over their lives of 6 to 20 years. Pursuant to the provisions of SFAS No. 142 which we adopted in 2002, goodwill and intangible assets deemed to have an indefinite life are no longer
amortized. SFAS No. 142 requires that goodwill be separately disclosed from other intangible assets on the balance sheet and tested for impairment on a periodic basis, or more frequently if certain indicators arise. We have determined that each
branch location represents a reporting unit, as opposed to our previous view that the entire company represented one reporting unit. In accordance with SFAS No. 142, we perform an annual review for impairment during the fourth quarter of our
fiscal year by performing a fair value analysis of each reporting unit. On a quarterly basis, we review our reporting units for impairment indicators. Should we decide to close one or more of our reporting units, the associated goodwill will be
written off with a non-cash charge to the consolidated statement of operations.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We completed the annual impairment test
of goodwill during the fourth quarter of fiscal year 2007 and determined that there was an impairment to our goodwill. Each of the four reporting units that took an impairment charge as a result of the fourth quarter 2007 impairment testing had
positive operating income for the trailing twelve month period preceding the test date; however, their individual discounted cash calculations were impacted by reduced projected operating results in subsequent periods. Accordingly, we recorded a
charge to goodwill of $0.7 million. In connection with the branch closures during the third quarter of fiscal year 2007, we concluded that the goodwill associated with the closed branches was fully impaired. As a result, we recorded a non-cash
charge of approximately $1.9 million to write-off the associated goodwill. These amounts are included in the line item impairment of goodwill on the accompanying consolidated statement of operations for the year ended December 30,
2007. If we are required to record a further impairment charge in the future, it could have an adverse impact on our consolidated financial position or results of operations.



| |  | For all acquisitions, we record the assets acquired and liabilities assumed at fair value, which generally approximates the book value of the acquired company. We
utilize an independent third party accounting firm to determine if there were any intangible assets acquired in the acquisition, and if there were, they provide us with their respective fair values and useful lives. We record the fair values of the
intangible assets separately identifiable from goodwill on our consolidated balance sheet and amortize them over their estimated useful lives.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we
operate. This process involves estimating our current tax exposures in each jurisdiction including the impact, if any, of additional taxes resulting from tax examinations. A deferred tax asset or liability is recognized whenever there are future tax
effects from existing temporary differences and operating loss and tax credit carryforwards. Such deferred income tax asset and liability computations are based on enacted tax laws and rates applicable to periods in which the differences are
expected to reverse. If necessary, a valuation allowance is established to reduce deferred income tax assets in accordance with SFAS No. 109, Accounting for Income Taxes (SFAS No. 109). Tax exposures can involve complex issues and
may require an extended period to resolve. The estimated effective tax rate is adjusted for the tax related to significant unusual items. Changes in the geographic mix or estimated level of annual pre-tax income can affect the overall effective tax
rate. We adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN No. 48) on January 1, 2007. We recognize the financial statement benefit of a tax position only after determining
that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit
that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Upon implementing FIN No. 48, we did not recognize any liabilities for unrecognized tax benefits.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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At December 31, 2006, we had gross deferred tax assets in excess of deferred tax liabilities. We
have determined that it is more likely than not that the net deferred tax assets will not be fully realized in the near term (deferred tax liabilities not expected to reverse in the net operating loss carryforward period were not considered in
reviewing the realizability of the other temporary differences). Accordingly, during the year ended December 31, 2006, we established a $7.4 million valuation allowance against the net current and noncurrent deferred tax assets. During the year
ended December 30, 2007, we increased our valuation allowance by $16.9 million to $24.3 million, due in large part to the acquisition of InteliStaf. We will continue to record a deferred tax liability and provision relative to indefinite
reversing temporary differences. SFAS No. 109 requires that a valuation allowance be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. A review of all evidence, both positive and
negative needs to be considered. Such evidence includes the existence of deferred tax liabilities that will turn around within a carryforward period, a companys past and projected future performance, the market environment in which the company
operates, the utilization of past tax credits, the length of carryback and carryforward periods of net operating losses and allowable tax planning strategies. As we had cumulative losses for the three year period ended December 30, 2007, we
were only able to give minimal consideration to projected future performance in measuring the need for a valuation allowance. We evaluate our ability to realize our deferred tax assets on a quarterly basis and will continue to maintain the allowance
until an appropriate amount of positive evidence would substantiate any reversal. Such positive evidence could include actual utilization of the deferred tax asset and/or projections of potential utilization.



| |  | We maintain an accrual for our health, workers compensation and professional liability exposures that are either self-insured or partially self-insured and are
classified in accounts payable and accrued expenses. The adequacy of these accruals is determined by periodically evaluating our historical experience and trends related to health, workers compensation, and professional liability claims and
payments, based on company-specific actuarial computations and industry experience and trends. If such information indicates that the accruals are overstated or understated, we will adjust the assumptions utilized in the methodologies and reduce or
provide for additional accruals as appropriate.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | We are subject to various claims and legal actions in the ordinary course of our business. Some of these matters include professional liability and employee-related
matters. Hospital and healthcare facility clients may also become subject to claims, governmental inquiries and investigations and legal actions to which we may become a party relating to services provided by our professionals. From time to time,
and depending upon the particular facts and circumstances, we may be subject to indemnification obligations under our contracts with hospital and healthcare facility clients relating to these matters. Although we are currently not aware of any such
pending or threatened litigation that we believe is reasonably likely to have a material adverse effect on our financial condition or results of operations, we will evaluate the probability of an adverse outcome and provide accruals for such
estimable contingencies as necessary, if we become aware of such claims against us.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Caution Concerning Forward-Looking Statements

Some of the statements in this Annual Report on Form 10-K are forward-looking statements, as that term is defined in the
Private Securities Litigation Reform Act of 1995. Forward-looking statements do not relate strictly to historical or current matters. Rather, forward-looking statements are predictive in nature and may depend upon or refer to future events,
activities or conditions. Although we believe that these statements are based upon reasonable assumptions, we cannot provide any assurances regarding future results. We undertake no obligation to revise or update any forward-looking statements, or
to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and
uncertainties. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include the following:



| |  | If we are unable to attract qualified nurses and allied health professionals for our healthcare staffing business, our business could be negatively impacted;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



34



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##### Table of Contents

| |  | Contraction of demand for our temporary nurses may continue if hospital admissions levels remain lower than expected;
|- |  | ---------------------------------------------------------------------------------------------------------------------



| |  | Higher unemployment rates could have a negative impact on our ability to successfully recruit additional healthcare professionals;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  | Demand for healthcare staffing services could be significantly affected by the general level of economic activity as such activity is impacted by factors beyond our
control (i.e.; hurricanes, weather conditions, acts of war, etc.) and unemployment in the United States;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | We operate in a highly competitive market and our success depends on our ability to remain competitive in obtaining and retaining hospital and healthcare facility
clients and temporary healthcare professionals;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Our business depends upon our continued ability to secure and fill new orders from our hospital and healthcare facility clients, because we do not have long-term
agreements or exclusive contracts with them;
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Fluctuations in patient occupancy at our hospital and healthcare facility clients may adversely affect the demand for our services and therefore the profitability
of our business;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Our clients inability to pay for services could have an adverse impact on our net income and results of operations,
|- |  | --------------------------------------------------------------------------------------------------------------------



| |  | Healthcare reform could negatively impact our business opportunities, revenues and margins;
|- |  | -------------------------------------------------------------------------------------------



| |  | We are exposed to increased costs and risks associated with complying with increasing and new regulation of corporate governance and disclosure standards;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | We operate in a regulated industry and changes in regulations or violations of regulations may result in increased costs or sanctions that could reduce our revenues
and profitability;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | We are dependent on the proper functioning of our information systems;
|- |  | ----------------------------------------------------------------------



| |  | Competition for acquisition opportunities may restrict our future growth by limiting our ability to make acquisitions at reasonable valuations;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  | We may face difficulties integrating our acquisitions into our operations and our acquisitions may be unsuccessful, involve significant cash expenditures or expose
us to unforeseen liabilities;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Our ability to borrow under our credit facility may be limited;
|- |  | ---------------------------------------------------------------



| |  | Our profitability may be impacted by our ability to leverage our cost structure;
|- |  | --------------------------------------------------------------------------------



| |  | Significant legal actions could subject us to substantial uninsured liabilities;
|- |  | --------------------------------------------------------------------------------



| |  | We may be legally liable for damages resulting from our hospital and healthcare facility clients mistreatment of our temporary healthcare professionals;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | If we become subject to material liabilities under our self-insured programs, our financial results may be adversely affected;
|- |  | ------------------------------------------------------------------------------------------------------------------------------



| |  | Our operations may deteriorate if we are unable to continue to attract, develop and retain our sales and recruitment personnel;
|- |  | -------------------------------------------------------------------------------------------------------------------------------



| |  | The loss of key senior management personnel could adversely affect our ability to remain competitive;
|- |  | -----------------------------------------------------------------------------------------------------



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##### Table of Contents

| |  | We have a substantial amount of goodwill on our balance sheet. Our level of goodwill may have the effect of decreasing our earnings or increasing our losses;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Our costs of providing housing for temporary healthcare professionals in our travel business may be higher than we anticipate and, as a result, our margins could
decline;
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Our executive officers, directors and significant stockholders will be able to influence matters requiring stockholder approval and could discourage the purchase of
our outstanding shares at a premium;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | If provisions in our corporate documents and Delaware law delay or prevent a change in control of our company, we may be unable to consummate a transaction that our
stockholders consider favorable; and
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Our stock price may be volatile and your investment in our common stock could suffer a decline in value.
|- |  | --------------------------------------------------------------------------------------------------------



|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk
|-------- | ----------------------------------------------------------

Interest Rate Risk

Our exposure to interest rate risk arises principally from the variable rates associated with the 2007
Senior Credit Facility. On December 30, 2007, we had borrowings of $66.7 million under the 2007 Senior Credit Facility that were subject to variable rates, with a blended rate of 9.85%. As of December 30, 2007, an adverse change of
1.0% in the interest rate of all such borrowings outstanding would have caused us to incur an increase in interest expense of approximately $0.7 million on an annual basis.

Foreign Currency Risk

We have no foreign currency risk as we have no revenue outside the United
States and all of our revenues are billed and collected in U.S. dollars.

Inflation

We do not believe that inflation has had a material effect on our results of operations in recent years and periods. There can be no assurance, however,
that we will not be adversely affected by inflation in the future.



|Item 8. | Financial Statements and Supplementary Data
|------- | -------------------------------------------

Financial Statements and Supplementary Data, which commences on page F-1 of this Annual Report on Form 10-K, is incorporated by reference herein.



|Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|------- | ------------------------------------------------------------------------------------

We have had no disagreements with our independent registered public accounting firm on any matter of accounting principles or practices or financial
statement disclosure.



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##### Table of Contents

|Item 9A. | Controls and Procedures
|-------- | -----------------------

Evaluation of Disclosure
Controls and Procedures

The term disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the
Exchange Act), refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within required time periods. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the
period covered by this Annual Report (Evaluation Date). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, such controls and procedures were effective.

Managements Report on Internal Control Over Financial Reporting

Managements Report on Internal Control Over Financial Reporting, which appears on page F-2 of this Annual Report on Form 10-K, is incorporated by reference herein.

Changes in Internal Controls

The term internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) refers to the process of a company that is designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated our internal control
over financial reporting and concluded that no changes in internal control over financial reporting occurred during the quarter ended December 30, 2007 that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.



|Item 9B. | Other Information
|-------- | -----------------

None.



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##### Table of Contents

PART III.



|Item 10. | Directors, Executive Officers and Corporate Governance
|-------- | ------------------------------------------------------

Information regarding our directors and executive officers is included in our Proxy Statement for the 2008 Annual Meeting of Stockholders under the captions Class I DirectorsTerm Expiring 2011,
Board Nominees ProposalDirectors and Executive Officers, Nominees for Class III DirectorsTerm Expiring 2010, Class II DirectorsTerm Expiring
2009, Non-Director Executive Officers, Board of Directors and Committees, Compliance with Section 16(a) of the Exchange Act and Code of Business
Conduct and Ethics is incorporated herein by reference.



|Item 11. | Executive Compensation
|-------- | ----------------------

Information
regarding executive compensation is included in our Proxy Statement for the 2008 Annual Meeting of Stockholders under the captions Board Nominees ProposalBoard of Directors and Committees, Compensation
Discussion and Analysis, Director Compensation, Executive Compensation, Employment Agreements, and Compensation Committee Interlocks and Insider
Participation and is incorporated herein by reference.



|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------

Information regarding security ownership of certain beneficial owners and management and related stockholder matters is included in our Proxy Statement
for the 2008 Annual Meeting of Stockholders under the caption Board Nominees ProposalPrincipal Stockholders and is incorporated herein by reference.



|Item 13. | Certain Relationships and Related Transactions, and Director Independence
|-------- | -------------------------------------------------------------------------

Information regarding certain relationships and related transactions is included in our Proxy Statement for the 2008 Annual Meeting of Stockholders under the caption Board Nominees ProposalCertain
Transactions and is incorporated herein by reference.



|Item 14. | Principal Accountant Fees and Services
|-------- | --------------------------------------

Information regarding principal accounting fees and services is included in our Proxy Statement for the 2008 Annual Meeting of Stockholders under the caption Independent Public Accountants and is incorporated herein by
reference.



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##### Table of Contents

PART IV.



|Item 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------

The following documents are filed as part of this Annual Report on Form 10-K:



| | 1. | Financial Statements
| | -- | --------------------

The information required to be
presented by this item is presented commencing on page F-1 of this Annual Report on Form 10-K.



| | 2. | Financial Statement Schedules
| | -- | -----------------------------

The information required to
be presented by this item is presented commencing on page S-1 of this Annual Report on Form 10-K.



| | 3. | Exhibits:
| | -- | ---------

See the Exhibit Index on page 40 of this Annual
Report on Form 10-K.



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 6, 2008.



Medical Staffing Network Holdings, Inc.By:

/s/ Robert J. AdamsonRobert J. AdamsonChairman of the Board, Chief Executive Officer and Director


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                       |  |                                                                                           |  |              
|---------------------- |  | ----------------------------------------------------------------------------------------- |  | -------------
|Signature              |  | Title                                                                                     |  | Date         
|                       |  |                                                                                          
|/s/ Robert J. Adamson  |  | Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) |  | March 6, 2008
|Robert J. Adamson      |  |                                                                                           | 
|                       |  |                                                                                          
|/s/ Kevin S. Little    |  | President and Chief Financial Officer (Principal Financial Officer)                       |  | March 6, 2008
|Kevin S. Little        |  |                                                                                           | 
|                       |  |                                                                                          
|/s/ Jeffrey Yesner     |  | Chief Accounting Officer (Principal Accounting Officer)                                   |  | March 6, 2008
|Jeffrey Yesner         |  |                                                                                           | 
|                       |  |                                                                                          
|/s/ Joel Ackerman      |  | Director                                                                                  |  | March 6, 2008
|Joel Ackerman          |  |                                                                                           |  |              
|                       |  |                                                                                          
|/s/ Anne Boykin        |  | Director                                                                                  |  | March 6, 2008
|Anne Boykin            |  |                                                                                           | 
|                       |  |                                                                                          
|/s/ C. Daryl Hollis    |  | Director                                                                                  |  | March 6, 2008
|C. Daryl Hollis        |  |                                                                                           |  |              
|                       |  |                                                                                          
|/s/ Philip Incarnati   |  | Director                                                                                  |  | March 6, 2008
|Philip Incarnati       |  |                                                                                           |  |              
|                       |  |                                                                                          
|/s/ Edward J. Robinson |  | Director                                                                                  |  | March 6, 2008
|Edward J. Robinson     |  |                                                                                           | 
|                       |  |                                                                                          
|/s/ David J. Wenstrup  |  | Director                                                                                  |  | March 6, 2008
|David J. Wenstrup      |  |                                                                                           |  |              
|                       |  |                                                                                          
|/s/ David Wester       |  | Director                                                                                  |  | March 6, 2008
|David Wester           |  |                                                                                           |  |              



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##### Table of Contents

EXHIBIT INDEX



|            |  |                                                                                                                                                                                                                                                                                                                                                                                        
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                            
|2.1         |  | Agreement and Plan of Merger, dated August 20, 2001, among Warburg Pincus Private Equity VIII, L.P., MSN Acquisition Corp., Medical Staffing Network Holdings, Inc. and certain stockholders
(Incorporated by reference to Exhibit 2.1 to the Registrants Registration Statement on Form S-1, dated February 8, 2002 (Registration Number 333-82438)).                                
|            | 
|2.2         |  | First Amendment to Agreement and Plan of Merger, dated October 26, 2001, among Warburg Pincus Private Equity VIII, L.P. and Medical Staffing Network Holdings, Inc. (Incorporated by
reference to Exhibit 2.2 to the Registrants Registration Statement on Form S-1, dated February 8, 2002 (Registration Number 333-82438)).                                                         
|            | 
|2.3         |  | Asset Purchase Agreement, dated October 31, 2002, among Clinical Resource Services, Inc., Health Search International, Inc., Cheryl Rhodes, Stacey Birnbach and Medical Staffing Network, Inc.
(Incorporated by reference to Exhibit 2.1 to the Registrants Current Report on Form 8-K, dated November 22, 2002 (File No. 001-31299)).                                                
|            | 
|2.4         |  | Escrow Agreement, dated as of October 31, 2002, among Medical Staffing Network, Inc., Clinical Resource Services, Inc. and Silver, Friedman & Taft, LLP (Incorporated by reference to Exhibit
2.2 to the Registrants Current Report on Form 8-K, dated November 22, 2002 (File No. 001-31299)).                                                                                       
|            | 
|2.5         |  | Agreement and Plan of Merger, dated as of May 10, 2007, among the registrant, Medical Staffing Network, Inc., Greenhouse Acquisition Sub, Inc., InteliStaf Holdings, Inc. and TC Group, L.L.C.
(Incorporated by reference to Exhibit 2.5 to the Registrants Registration Statement on Form 10-Q, dated August 9, 2007 (Registration Number 001-31299)).                               
|            | 
|2.6         |  | Purchase Agreement, dated as of May 10, 2007, among the registrant, Medical Staffing Network, Inc., InteliStaf Holdings, Inc. the Friedmann Family Parties (as defined therein) and the Carlyle
Parties (as defined therein). (Incorporated by reference to Exhibit 2.6 to the Registrants Registration Statement on Form 10-Q, dated August 9, 2007 (Registration Number 001-31299)).
|            | 
|3.1         |  | Amended and Restated Certificate of Incorporation of Medical Staffing Network Holdings, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrants Annual Report on Form 10-K for the
fiscal year ended December 29, 2002 (File No. 001-31299)).                                                                                                                               
|            | 
|3.2         |  | Amended and Restated Bylaws of Medical Staffing Network Holdings, Inc. (Incorporated by reference to Exhibit 3.2 to the Registrants Annual Report on Form 10-K for the fiscal year ended
December 29, 2002 (File No. 001-31299)).                                                                                                                                                     
|            | 
|4.1         |  | Registration Rights Agreement, dated October 26, 2001, among the investors listed on Schedule I to such Agreement and Medical Staffing Network Holdings, Inc. (Incorporated by reference
to Exhibit 4.1 to the Registrants Registration Statement on Form S-1, dated February 8, 2002 (Registration Number 333-82438)).                                                               
|            | 
|4.2         |  | Form of Stock Certificate (Incorporated by reference to Exhibit 4.2 to the Registrants Registration Statement on Form S-1, dated April 1, 2002 (Registration Number
333-82438)).                                                                                                                                                                                                      
|            | 
|10.1        |  | Stockholders Agreement, dated as of October 26, 2001, by and among Medical Staffing Network Holdings, Inc. and the investors named therein (Incorporated by reference to Exhibit 10.1 to the
Registrants Registration Statement on Form S-1, dated February 8, 2002 (Registration Number 333-82438)).                                                                                 
|            | 
|10.2+       |  | Employment Agreement among Medical Staffing Network, Inc., Medical Staffing Network Holdings, Inc. and Robert Adamson, dated August 20, 2001 (Incorporated by reference to Exhibit 10.2 to
the Registrants Registration Statement on Form S-1, dated February 8, 2002 (Registration Number 333-82438)).                                                                               
|            | 
|10.3+       |  | First Amendment to the Medical Staffing Network, Inc. Amended and Restated Employment Agreement among Medical Staffing Network, Inc., Medical Staffing Network Holdings, Inc. and Robert Adamson,
dated October 26, 2001 (Incorporated by reference to Exhibit 10.3 to the Registrants Registration Statement on Form S-1, dated February 8, 2002 (Registration Number 333-82438)).   



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##### Table of Contents

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.4+       |  | Second Amendment to the Medical Staffing Network, Inc. Amended and Restated Employment Agreement among Medical Staffing Network, Inc., Medical Staffing Network Holdings, Inc. and Robert Adamson,
dated October 26, 2001 (Incorporated by reference to Exhibit 10.4 to the Registrants Registration Statement on Form S-1, dated February 8, 2002 (Registration Number 333-82438)).                                                                                                                                 
|            | 
|10.5+       |  | Employment Agreement among Medical Staffing Network, Inc., Medical Staffing Network Holdings, Inc. and Kevin Little, dated August 20, 2001 (Incorporated by reference to Exhibit 10.5 to the
Registrants Registration Statement on Form S-1, dated February 8, 2002 (Registration Number 333-82438)).                                                                                                                                                                                                                
|            | 
|10.6+       |  | First Amendment to the Medical Staffing Network, Inc. Amended and Restated Employment Agreement among Medical Staffing Network, Inc., Medical Staffing Network Holdings, Inc. and Kevin Little,
dated October 26, 2001 (Incorporated by reference to Exhibit 10.6 to the Registrants Registration Statement on Form S-1, dated February 8, 2002 (Registration Number 333-82438)).                                                                                                                                    
|            | 
|10.7+       |  | Second Amendment to the Medical Staffing Network, Inc. Amended and Restated Employment Agreement among Medical Staffing Network, Inc., Medical Staffing Network Holdings, Inc. and Kevin Little,
dated October 26, 2001 (Incorporated by reference to Exhibit 10.7 to the Registrants Registration Statement on Form S-1, dated February 8, 2002 (Registration Number 333-82438)).                                                                                                                                   
|            | 
|10.8+       |  | Employment Agreement among Medical Staffing Network, Inc., Medical Staffing Network Holdings, Inc. and Patricia Donohoe, dated August 20, 2001 (Incorporated by reference to Exhibit 10.8 to
the Registrants Registration Statement on Form S-1, dated February 8, 2002 (Registration Number 333-82438)).                                                                                                                                                                                                            
|            | 
|10.9+       |  | First Amendment to the Medical Staffing Network, Inc. Amended and Restated Employment Agreement among Medical Staffing Network, Inc., Medical Staffing Network Holdings, Inc. and Patricia
Donohoe, dated October 26, 2001 (Incorporated by reference to Exhibit 10.9 to the Registrants Registration Statement on Form S-1, dated February 8, 2002 (Registration Number 333-82438)).                                                                                                                                
|            | 
|10.10+      |  | Separation Agreement among Medical Staffing Network, Inc., Medical Staffing Network Holdings, Inc. and Patricia Donohoe, dated October 1, 2007 (filed herewith).                                                                                                                                                                                                                                                                                                                                                      
|            | 
|10.11+      |  | Amended and Restated Stock Option Plan of Medical Staffing Network Holdings, Inc., dated February 27, 2001 (Incorporated by reference to Exhibit 10.13 to the Registrants Registration
Statement on Form S-1, dated February 8, 2002 (Registration Number 333-82438)).                                                                                                                                                                                                                                               
|            | 
|10.12+      |  | Amendment No. 1 to the Amended and Restated Stock Option Plan of Medical Staffing Network Holdings, Inc. (Incorporated by reference to Exhibit 10.14 to the Registrants Registration
Statement on Form S-1, dated February 8, 2002 (Registration Number 333-82438)).                                                                                                                                                                                                                                                 
|            | 
|10.13+      |  | 2001 Stock Incentive Plan of Medical Staffing Network Holdings, Inc. (Incorporated by reference to Exhibit 10.15 to the Registrants Registration Statement on Form S-1, dated February 8,
2002 (Registration Number 333-82438)).                                                                                                                                                                                                                                                                                     
|            | 
|10.14+      |  | Form of Amended and Restated Executive Incentive Stock Ownership Plan of Medical Staffing Network Holdings, Inc. (Incorporated by reference to Exhibit 10.16 to the Registrants Registration
Statement on Form S-1, dated February 8, 2002 (Registration Number 333-82438)).                                                                                                                                                                                                                                         
|            | 
|10.15       |  | Credit Agreement, dated as of October 26, 2001, among Medical Staffing Network, Inc., Medical Staffing Holdings, LLC, LaSalle Bank, National Association, as syndication agent, Bank of America,
N.A., as administrative agent, and General Electric Capital Corporation, Barclays Bank, PLC, and Antares Capital Corporation, as co-documentation agents (Incorporated by reference to Exhibit 10.17 to the Registrants Registration Statement on
Form S-1, dated February 8, 2002 (Registration Number 333-82438)).



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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.16       |  | Amendment to Credit Agreement, dated as of April 3, 2002, among Medical Staffing Network, Inc., Medical Staffing Holdings, LLC, the Subsidiaries of the Borrower identified as
Guarantors on the signature pages thereto, the Lenders identified on the signature pages thereto and Bank of America, N.A., as Administrative Agent (Incorporated by reference to Exhibit 10.18 to the Registrants Annual Report on
Form 10-K for the fiscal year ended December 29, 2002 (File No. 001-31299)).           
|            | 
|10.17       |  | Second Amendment to Credit Agreement, dated as of July 5, 2002, among Medical Staffing Network, Inc., Medical Staffing Holdings, LLC, the Subsidiaries of the Borrower identified as
Guarantors on the signature pages thereto, the Lenders identified on the signature pages thereto and Bank of America, N.A., as Administrative Agent (Incorporated by reference to Exhibit 10.19 to the Registrants Annual Report on
Form 10-K for the fiscal year ended December 29, 2002 (File No. 001-31299)).     
|            | 
|10.18       |  | Third Amendment to Credit Agreement, dated as of October 3, 2002, among Medical Staffing Network, Inc., Medical Staffing Holdings, LLC, the Subsidiaries of the Borrower identified as
Guarantors on the signature pages thereto, the Lenders identified on the signature pages thereto and Bank of America, N.A., as Administrative Agent (Incorporated by reference to Exhibit 10.20 to the Registrants Annual Report on
Form 10-K for the fiscal year ended December 29, 2002 (File No. 001-31299)).   
|            | 
|10.19       |  | Fourth Amendment to Credit Agreement, dated as of December 23, 2002, among Medical Staffing Network, Inc., Medical Staffing Holdings, LLC, the Subsidiaries of the Borrower identified as
Guarantors on the signature pages thereto, the Lenders identified on the signature pages thereto and Bank of America, N.A., as Administrative Agent (Incorporated by reference to Exhibit 10.21 to the Registrants Annual Report on
Form 10-K for the fiscal year ended December 29, 2002 (File No. 001-31299)).
|            | 
|10.20       |  | Fifth Amendment to Credit Agreement, dated as of March 21, 2003, among Medical Staffing Network, Inc., Medical Staffing Holdings, LLC, the Subsidiaries of the Borrower identified as
Guarantors on the signature pages thereto, the Lenders identified on the signature pages thereto and Bank of America, N.A., as Administrative Agent (Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on
Form 10-Q for the quarterly period ended March 30, 2003 (File No. 001-31299)).
|            | 
|10.21       |  | Security Agreement, dated as of October 26, 2001, among Medical Staffing Network, Inc., Medical Staffing Holdings, LLC and Bank of America, N.A., as collateral agent (Incorporated by
reference to Exhibit 10.18 to the Registrants Registration Statement on Form S-1, dated February 8, 2002 (Registration Number 333-82438)).                                                                                                                                                                           
|            | 
|10.22       |  | Credit Agreement, dated December 22, 2003, among Medical Staffing Network, Inc., the other Credit Parties identified on the signature pages thereto, the Lenders identified on the signature pages
thereto, General Electric Capital Corporation, as Administrative Agent, and LaSalle Bank, National Association, as syndication agent (Incorporated by reference to Exhibit 10.25 to the Registrants Annual Report on Form 10-K for the fiscal year
ended December 28, 2003 (File No. 001-31299)).        
|            | 
|10.23       |  | First Amendment to Credit Agreement, dated June 25, 2004, among Medical Staffing Network, Inc., the other Credit Parties identified on the signature pages thereto, General Electric Capital
Corporation, LaSalle Bank National Association and Special Situations Investing Group, Inc. (Incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2004 (File No.
001-31299)).                                                    
|            | 
|10.24       |  | Second Amendment to Credit Agreement, dated February 24, 2005, among Medical Staffing Network, Inc., the other Credit Parties identified on the signature pages thereto, General Electric Capital
Corporation, LaSalle Bank National Association and Special Situations Investing Group, Inc. (Incorporated by reference to Exhibit 99.1 to the Registrants Current Report on Form 8-K, dated February 28, 2005 (File No.
001-31299)).                                                                      



43



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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.25       |  | Amended and Restated Credit Agreement, dated as of September 29, 2006, among Medical Staffing Network, Inc., the other credit parties named therein, the lenders listed on the signature pages
thereto, General Electric Capital Corporation, as administrative agent and lender, and LaSalle Bank National Association as syndication agent. (Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the
quarterly period ended September 24, 2006 (File No. 001-31299)).                                                                                                                                                                                      
|            | 
|10.26       |  | Credit Party Pledge Agreement, dated as of October 26, 2001, among Medical Staffing Network, Inc., Medical Staffing Holdings, LLC and Bank of America, N.A., as collateral agent
(Incorporated by reference to Exhibit 10.19 to the Registrants Registration Statement on Form S-1, dated February 8, 2002 (Registration Number 333-82438)).                                                                                                                                                                                                                                                                                                                                                            
|            | 
|10.27       |  | Holdings Pledge Agreement, dated as of October 26, 2001, among Medical Staffing Network Holdings, Inc. and Bank of America, N.A., as collateral agent (Incorporated by reference to Exhibit
10.20 to the Registrants Registration Statement on Form S-1, dated February 8, 2002 (Registration Number 333-82438)).                                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|10.28       |  | Lease Agreement, dated November 22, 1999, between Fairfax Boca 92 LP and Medical Staffing Network, Inc. (Incorporated by reference to Exhibit 10.21 to the Registrants
Registration Statement on Form S-1, dated February 8, 2002 (Registration Number 333-82438)).                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|10.29       |  | Lease Amendment No. 1, dated July 31, 2001, between Fairfax Boca 92 LP and Medical Staffing Network, Inc. (Incorporated by reference to Exhibit 10.22 to the Registrants
Registration Statement on Form S-1, dated February 8, 2002 (Registration Number 333-82438)).                                                                                                                                                                                                                                                                                                                                                                                                                                  
|            | 
|10.30       |  | Lease Agreement, dated January 24, 2005, between Cantera H-6 LLC and Medical Staffing Network, Inc. (Incorporated by reference to Exhibit 99.1 to the Registrants Current Report on
Form 8-K, dated January 24, 2005 (File No. 001-31299)).                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|10.31       |  | License and Master Agreement, dated February 8, 2002, between Premier Computer Systems, Inc. and Medical Staffing Network Holdings, Inc. (Incorporated by reference to Exhibit 10.23 to the
Registrants Registration Statement on Form S-1, dated March 15, 2002 (Registration Number 333-82438)).                                                                                                                                                                                                                                                                                                                                                                                                      
|            | 
|10.32       |  | Blanket Purchase Agreement, dated as of September 6, 2005, between Medical Staffing Network Holdings, Inc. and the United States Department of Health and Human Services (Incorporated by
reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended September 25, 2005 (File No. 001-31299)).                                                                                                                                                                                                                                                                                                                                                           
|            | 
|10.33       |  | 1stAmendment to the Amended and Restated Credit Agreement, effective as of December 29,
2006, among Medical Staffing Network, Inc., the other credit parties named therein, the lenders listed on the signature pages thereto, General Electric Capital Corporation, as administrative agent and lender, and LaSalle Bank National Association as
syndication agent (Incorporated by reference to Exhibit 10.41 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 001-31299)).                                                                                                                                                                        
|            | 
|10.34       |  | Credit Agreement, dated as of July 2, 2007, among Medical Staffing Network, Inc., as borrower, Medical Staffing Holdings, LLC, and Medical Staffing Network Holdings, Inc., as certain of the
guarantors, the Lenders and L/C Issuers thereto, General Electric Capital Corporation, as administrative agent and collateral agent, GE Capital Markets, Inc., as joint lead arranger and joint bookrunner, Merrill Lynch Capital, as joint lead
arranger, joint bookrunner and syndication agent and Firstlight Financial Corporation, as documentation agent. (Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K/A, dated September 18, 2007 (File No.
001-31299)).



44



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##### Table of Contents

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.35       |  | Second Lien Credit Agreement, dated as of July 2, 2007, among Medical Staffing Network, Inc., as borrower, Medical Staffing Holdings, LLC, and Medical Staffing Network Holdings, Inc., as certain
of the guarantors, the Lenders thereto, General Electric Capital Corporation, as administrative agent and collateral agent, GE Capital Markets, Inc., as joint lead arranger and joint bookrunner, Merrill Lynch Capital, as joint lead arranger, joint
bookrunner and syndication agent. (Incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K/A, dated September 18, 2007 (File No. 001-31299)).
|            | 
|21.1        |  | List of Subsidiaries (Incorporated by reference to Exhibit 21.1 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 28, 2003 (File No.
001-31299)).                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|23.1        |  | Consent of Independent Registered Public Accounting Firm (filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|            | 
|31.1        |  | Certification of Robert J. Adamson, Chief Executive Officer of Medical Staffing Network Holdings, Inc., as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|31.2        |  | Certification of Kevin S. Little, Chief Financial Officer of Medical Staffing Network Holdings, Inc., as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                            
|            | 
|32.1        |  | Certification of Robert J. Adamson, Chief Executive Officer of Medical Staffing Network Holdings, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                      
|            | 
|32.2        |  | Certification of Kevin S. Little, Chief Financial Officer of Medical Staffing Network Holdings, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                        



|+ | Management contract or compensatory plan.
|- | -----------------------------------------



45



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##### Table of Contents

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

Contents



|                                                                                                                                          |  |     
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Managements Report on Internal Control Over Financial Reporting                                                                          |  | F-2 
|Reports of Independent Registered Public Accounting Firm                                                                                  |  | F-3 
|Consolidated Balance Sheets as of December 30, 2007 and December 31, 2006                                                                 |  | F-5 
|Consolidated Statements of Operations for the years ended December 30, 2007, December 31, 2006 and December 25, 2005                      |  | F-6 
|Consolidated Statements of Changes in Stockholders Equity for the years ended December 30, 2007, December 31, 2006 and December 25, 2005 |  | F-7 
|Consolidated Statements of Cash Flows for the years ended December 30, 2007, December 31, 2006 and December 25, 2005                      |  | F-8 
|Notes to Consolidated Financial Statements                                                                                                |  | F-10



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##### Table of Contents

MANAGEMENTS REPORT ON INTERNAL CONTROL

OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the
effectiveness of internal control over financial reporting as of December 30, 2007. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Companys system of internal control over financial reporting includes those policies and procedures that
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors
of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a material effect on the financial statements.

Management performed an assessment of the effectiveness of the Companys internal control over financial reporting as of
December 30, 2007 based upon criteria in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment, management determined that the
Companys internal control over financial reporting was effective as of December 30, 2007 based on the criteria in Internal Control-Integrated Framework issued by COSO.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Ernst & Young LLP, an independent registered public accounting firm, has issued a report on the Companys internal control over financial
reporting.

Dated: March 5, 2008



|                                     |  |  |  |                                      
|------------------------------------ |  |  |  | -------------------------------------
|/s/ Robert J. Adamson                |  |  |  | /s/ Kevin S. Little                  
|Robert J. Adamson                    |  |  |  | Kevin S. Little                      
|Chairman and Chief Executive Officer |  |  |  | President and Chief Financial Officer



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##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Medical Staffing Network Holdings, Inc.

We have
audited Medical Staffing Network Holdings, Inc.s internal control over financial reporting as of December 30, 2007, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the COSO criteria). Medical Staffing Network Holdings, Inc.s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness
of internal control over financial reporting included in the accompanying Managements Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the companys internal control over financial
reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our
opinion, Medical Staffing Network Holdings, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 30, 2007, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial
statements of Medical Staffing Network Holdings, Inc. as of December 30, 2007 and December 31, 2006 and for each of the three years in the period ended December 30, 2007 of Medical Staffing Network Holdings, Inc. and our report
dated March 5, 2008 expressed an unqualified opinion thereon.



/s/ Ernst & Young LLPCertified Public Accountants


Fort Lauderdale, Florida

March 5, 2008



F-3



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##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Medical Staffing Network
Holdings, Inc.

We have audited the accompanying consolidated balance sheets of Medical Staffing Network Holdings, Inc. and
Subsidiaries as of December 30, 2007 and December 31, 2006, and the related consolidated statements of operations, changes in stockholders equity, and cash flows for each of the three years in the period ended December 30, 2007.
These financial statements are the responsibility of Medical Staffing Network Holdings, Inc.s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated
financial position of Medical Staffing Network Holdings, Inc. and Subsidiaries at December 30, 2007 and December 31, 2006, and the consolidated results of their operations and their cash flows for each of the three years in the period
ended December 30, 2007, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the consolidated
financial statements, on December 26, 2005, Medical Staffing Network Holdings, Inc. adopted the provisions of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, which requires it to recognize expense related to
the fair value of share-based compensation awards.

We also have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), Medical Staffing Network Holdings, Inc.s internal control over financial reporting as of December 30, 2007, based on criteria established in Internal ControlIntegrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 5, 2008, expressed an unqualified opinion thereon.



/s/ Ernst & Young LLPCertified Public Accountants


Fort Lauderdale, Florida

March 5, 2008



F-4



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)



|                                                                                                                                                    |  |                  |          |   |                  |   |          |  
|--------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                                                                    |  | December 30,2007 |          |   | December 31,2006 |  
|ASSETS                                                                                                                                              |  |                  |          |   |                  |   |          |  
|Current assets:                                                                                                                                     |  |                  |          |   |                  |   |          |  
|Cash and cash equivalents                                                                                                                           |  | $                | 1,898    |   |                  | $ | 527      |  
|Accounts receivable, net of allowance for doubtful accounts of $1,810and $1,145 at December 30, 2007 and December 31,
2006, respectively            |  |                  | 98,376   |   |                  |   | 56,717   |  
|Prepaid expenses                                                                                                                                    |  |                  | 2,642    |   |                  |   | 2,500    |  
|Other current assets                                                                                                                                |  |                  | 2,887    |   |                  |   | 1,582    |  
|                                                                                                                                                    |  |                  |          |   |                  |   |          |  
|Total current assets                                                                                                                                |  |                  | 105,803  |   |                  |   | 61,326   |  
|Furniture and equipment, net of accumulated depreciation of $26,822 and $24,095 at December 30, 2007 and December 31,
2006, respectively            |  |                  | 9,944    |   |                  |   | 7,691    |  
|Goodwill                                                                                                                                            |  |                  | 184,257  |   |                  |   | 99,097   |  
|Intangible assets, net of accumulated amortization of $4,768 and $3,194 at December 30, 2007 and December 31, 2006,
respectively                    |  |                  | 14,637   |   |                  |   | 1,453    |  
|Other assets, net of accumulated amortization of $225 and $1,122 at December 30, 2007 and December 31, 2006,
respectively                           |  |                  | 5,215    |   |                  |   | 1,584    |  
|                                                                                                                                                    |  |                  |          |   |                  |   |          |  
|Total assets                                                                                                                                        |  | $                | 319,856  |   |                  | $ | 171,151  |  
|                                                                                                                                                    |  |                  |          |   |                  |   |          |  
|                                                                                                                                                    |  |                 
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                |  |                  |          |   |                  |   |          |  
|Current liabilities:                                                                                                                                |  |                  |          |   |                  |   |          |  
|Accounts payable and accrued expenses                                                                                                               |  | $                | 45,702   |   |                  | $ | 17,244   |  
|Accrued payroll and related liabilities                                                                                                             |  |                  | 11,938   |   |                  |   | 7,573    |  
|Current portion of long-term debt                                                                                                                   |  |                  | 1,000    |   |                  |   |         |  
|Current portion of capital lease obligations                                                                                                        |  |                  | 307      |   |                  |   | 290      |  
|                                                                                                                                                    |  |                  |          |   |                  |   |          |  
|Total current liabilities                                                                                                                           |  |                  | 58,947   |   |                  |   | 25,107   |  
|                                                                                                                                                    |  |                 
|Long-term debt                                                                                                                                      |  |                  | 128,185  |   |                  |   | 17,036   |  
|Deferred income taxes                                                                                                                               |  |                  | 8,334    |   |                  |   | 4,745    |  
|Capital lease obligations, net of current portion                                                                                                   |  |                  | 53       |   |                  |   | 359      |  
|Other liabilities                                                                                                                                   |  |                  | 4,166    |   |                  |   | 1,577    |  
|                                                                                                                                                    |  |                  |          |   |                  |   |          |  
|Total liabilities                                                                                                                                   |  |                  | 199,685  |   |                  |   | 48,824   |  
|                                                                                                                                                    |  |                 
|Minority interest                                                                                                                                   |  |                  | 402      |   |                  |   |         |  
|                                                                                                                                                    |  |                 
|Commitments and contingencies                                                                                                                       |  |                  |          |   |                  |   |          |  
|                                                                                                                                                    |  |                 
|Stockholders equity:                                                                                                                               |  |                  |          |   |                  |   |          |  
|Common stock, $0.01 par value, 75,000 authorized: 30,286 and 30,257 issued and outstanding at December 30, 2007 and
December 31, 2006, respectively |  |                  | 303      |   |                  |   | 303      |  
|Additional paid-in capital                                                                                                                          |  |                  | 284,744  |   |                  |   | 284,507  |  
|Accumulated other comprehensive loss                                                                                                                |  |                  | (1,738   | ) |                  |   |         |  
|Accumulated deficit                                                                                                                                 |  |                  | (163,540 | ) |                  |   | (162,483 | )
|                                                                                                                                                    |  |                  |          |   |                  |   |          |  
|Total stockholders equity                                                                                                                          |  |                  | 119,769  |   |                  |   | 122,327  |  
|                                                                                                                                                    |  |                  |          |   |                  |   |          |  
|Total liabilities and stockholders equity                                                                                                          |  | $                | 319,856  |   |                  | $ | 171,151  |  
|                                                                                                                                                    |  |                  |          |   |                  |   |          |  

The accompanying notes are an integral part of these consolidated financial statements.



F-5



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)



|                                                               |  |                  |         |   |                  |   |         |                  |  |   |         |  
|-------------------------------------------------------------- |  | ---------------- | ------- | - | ---------------- | - | ------- | ---------------- |  | - | ------- | -
|                                                               |  | Years Ended      |        
|                                                               |  | December 30,2007 |         |   | December 31,2006 |   |         | December 25,2005 | 
|Service revenues                                               |  | $                | 482,339 |   |                  | $ | 385,450 |                  |  | $ | 402,507 |  
|Cost of services rendered                                      |  |                  | 366,040 |   |                  |   | 299,374 |                  |  |   | 314,341 |  
|                                                               |  |                  |         |   |                  |   |         |                  |  |   |         |  
|Gross profit                                                   |  |                  | 116,299 |   |                  |   | 86,076  |                  |  |   | 88,166  |  
|                                                               |  |                  |        
|Operating expenses:                                            |  |                  |         |   |                  |   |         |                  |  |   |         |  
|Selling, general and administrative                            |  |                  | 95,839  |   |                  |   | 75,619  |                  |  |   | 81,087  |  
|Depreciation and amortization                                  |  |                  | 4,665   |   |                  |   | 3,913   |                  |  |   | 5,259   |  
|Impairment of goodwill                                         |  |                  | 2,621   |   |                  |   | 31,753  |                  |  |   |        |  
|Restructuring and other charges                                |  |                  | 3,167   |   |                  |   | 3,089   |                  |  |   | 512     |  
|                                                               |  |                  |         |   |                  |   |         |                  |  |   |         |  
|Income (loss) from operations                                  |  |                  | 10,007  |   |                  |   | (28,298 | )                |  |   | 1,308   |  
|Minority interest in income of subsidiary                      |  |                  | 164     |   |                  |   |        |                  |  |   |        |  
|Loss on early extinguishment of debt                           |  |                  | 278     |   |                  |   | 79      |                  |  |   |        |  
|Interest expense, net                                          |  |                  | 7,302   |   |                  |   | 2,446   |                  |  |   | 2,767   |  
|                                                               |  |                  |         |   |                  |   |         |                  |  |   |         |  
|Income (loss) before provision for (benefit from) income taxes |  |                  | 2,263   |   |                  |   | (30,823 | )                |  |   | (1,459  | )
|Provision for (benefit from) income taxes                      |  |                  | 3,320   |   |                  |   | (3,826  | )                |  |   | (660    | )
|                                                               |  |                  |         |   |                  |   |         |                  |  |   |         |  
|Net loss                                                       |  | $                | (1,057  | ) |                  | $ | (26,997 | )                |  | $ | (799    | )
|                                                               |  |                  |         |   |                  |   |         |                  |  |   |         |  
|Basic and diluted net loss per share                           |  | $                | (0.03   | ) |                  | $ | (0.89   | )                |  | $ | (0.03   | )
|                                                               |  |                  |         |   |                  |   |         |                  |  |   |         |  
|Weighted average number of common shares outstanding:          |  |                  |         |   |                  |   |         |                  |  |   |         |  
|Basic and diluted                                              |  |                  | 30,263  |   |                  |   | 30,249  |                  |  |   | 30,233  |  
|                                                               |  |                  |         |   |                  |   |         |                  |  |   |         |  

The accompanying notes are an integral part of these consolidated financial statements.



F-6



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS EQUITY

(in thousands)



|                                            |  |              |  |                          |     |                                   |   |         |                    |   |        |       |  |   |          |   |  |   |         |  
|------------------------------------------- |  | ------------ |  | ------------------------ | --- | --------------------------------- | - | ------- | ------------------ | - | ------ | ----- |  | - | -------- | - |  | - | ------- | -
|                                            |  | Common
Stock |  | AdditionalPaid-inCapital |     | AccumulatedOtherComprehensiveLoss |   |         | AccumulatedDeficit |   |        | Total | 
|                                            |  | Shares       |  | Par                      |     |                                   |   |        
|Balance at December 26, 2004                |  | 30,231       |  | $                        | 302 |                                   | $ | 284,411 |                    | $ |       |       |  | $ | (134,687 | ) |  | $ | 150,026 |  
|Exercise of stock options                   |  | 6            |  |                          |    |                                   |   | 21      |                    |   |       |       |  |   |         |   |  |   | 21      |  
|Net loss and comprehensive loss             |  |             |  |                          |    |                                   |   |        |                    |   |       |       |  |   | (799     | ) |  |   | (799    | )
|                                            |  |              |  |                          |     |                                   |   |         |                    |   |        |       |  |   |          |   |  |   |         |  
|Balance at December 25, 2005                |  | 30,237       |  |                          | 302 |                                   |   | 284,432 |                    |   |       |       |  |   | (135,486 | ) |  |   | 149,248 |  
|Exercise of stock options                   |  | 20           |  |                          | 1   |                                   |   | 45      |                    |   |       |       |  |   |         |   |  |   | 46      |  
|Stock-based compensation                    |  |             |  |                          |    |                                   |   | 30      |                    |   |       |       |  |   |         |   |  |   | 30      |  
|Net loss and comprehensive loss             |  |             |  |                          |    |                                   |   |        |                    |   |       |       |  |   | (26,997  | ) |  |   | (26,997 | )
|                                            |  |              |  |                          |     |                                   |   |         |                    |   |        |       |  |   |          |   |  |   |         |  
|Balance at December 31, 2006                |  | 30,257       |  |                          | 303 |                                   |   | 284,507 |                    |   |       |       |  |   | (162,483 | ) |  |   | 122,327 |  
|Exercise of stock options                   |  | 29           |  |                          |    |                                   |   | 81      |                    |   |       |       |  |   |         |   |  |   | 81      |  
|Stock-based compensation                    |  |             |  |                          |    |                                   |   | 156     |                    |   |       |       |  |   |         |   |  |   | 156     |  
|Net loss                                    |  |             |  |                          |    |                                   |   |        |                    |   |       |       |  |   | (1,057   | ) |  |   | (1,057  | )
|Unrealized loss on derivative, net of taxes |  |             |  |                          |    |                                   |   |        |                    |   | (1,738 | )     |  |   |         |   |  |   | (1,738  | )
|                                            |  |              |  |                          |     |                                   |   |         |                    |   |        |       |  |   |          |   |  |   |         |  
|Total comprehensive loss                    |  |              |  |                          |     |                                   |   |         |                    |   |        |       |  |   |          |   |  |   | (2,795  | )
|                                            |  |              |  |                          |     |                                   |   |         |                    |   |        |       |  |   |          |   |  |   |         |  
|Balance at December 30, 2007                |  | 30,286       |  | $                        | 303 |                                   | $ | 284,744 |                    | $ | (1,738 | )     |  | $ | (163,540 | ) |  | $ | 119,769 |  
|                                            |  |              |  |                          |     |                                   |   |         |                    |   |        |       |  |   |          |   |  |   |         |  

The accompanying notes are an integral part of these consolidated financial statements.



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



|                                                                                |  |                  |          |   |                  |   |         |                  |  |   |        |  
|------------------------------------------------------------------------------- |  | ---------------- | -------- | - | ---------------- | - | ------- | ---------------- |  | - | ------ | -
|                                                                                |  | Years Ended      |         
|                                                                                |  | December 30,2007 |          |   | December 31,2006 |   |         | December 25,2005 | 
|Operating activities                                                            |  |                  |          |   |                  |   |         |                  |  |   |        |  
|Net loss                                                                        |  | $                | (1,057   | ) |                  | $ | (26,997 | )                |  | $ | (799   | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                  |          |   |                  |   |         |                  |  |   |        |  
|Goodwill impairment charge                                                      |  |                  | 2,621    |   |                  |   | 31,753  |                  |  |   |       |  
|Depreciation and amortization                                                   |  |                  | 4,665    |   |                  |   | 3,913   |                  |  |   | 5,259  |  
|Amortization of debt issuance cost                                              |  |                  | 287      |   |                  |   | 572     |                  |  |   | 656    |  
|Deferred income taxes                                                           |  |                  | 3,320    |   |                  |   | (4,032  | )                |  |   | (515   | )
|Provision for doubtful accounts                                                 |  |                  | 642      |   |                  |   | 661     |                  |  |   | 486    |  
|Stock-based compensation expense                                                |  |                  | 156      |   |                  |   | 30      |                  |  |   |       |  
|Loss on early extinguishment of debt                                            |  |                  | 278      |   |                  |   | 79      |                  |  |   |       |  
|Other                                                                           |  |                  |         |   |                  |   |        |                  |  |   | 17     |  
|Changes in operating assets and liabilities:                                    |  |                  |          |   |                  |   |         |                  |  |   |        |  
|Accounts receivable                                                             |  |                  | (4,757   | ) |                  |   | (1,516  | )                |  |   | 1,673  |  
|Prepaid expenses and other current assets                                       |  |                  | 2,170    |   |                  |   | 1,474   |                  |  |   | 4,714  |  
|Other assets                                                                    |  |                  | 69       |   |                  |   | (1,510  | )                |  |   | (171   | )
|Accounts payable and accrued expenses                                           |  |                  | (2,444   | ) |                  |   | 4,158   |                  |  |   | 1,622  |  
|Accrued payroll and related liabilities                                         |  |                  | (5,562   | ) |                  |   | 1,415   |                  |  |   | (440   | )
|Other liabilities                                                               |  |                  | (260     | ) |                  |   | 322     |                  |  |   | 432    |  
|                                                                                |  |                  |          |   |                  |   |         |                  |  |   |        |  
|Cash provided by operating activities                                           |  |                  | 128      |   |                  |   | 10,322  |                  |  |   | 12,934 |  
|                                                                                |  |                  |         
|Investing activities                                                            |  |                  |          |   |                  |   |         |                  |  |   |        |  
|Cash paid for acquisitions, net of cash acquired                                |  |                  | (104,265 | ) |                  |   | (261    | )                |  |   | (1,887 | )
|Purchases of furniture and equipment, net                                       |  |                  | (2,177   | ) |                  |   | (1,509  | )                |  |   | (1,863 | )
|Capitalized internal software costs                                             |  |                  | (1,287   | ) |                  |   | (868    | )                |  |   | (1,332 | )
|                                                                                |  |                  |          |   |                  |   |         |                  |  |   |        |  
|Cash used in investing activities                                               |  |                  | (107,729 | ) |                  |   | (2,638  | )                |  |   | (5,082 | )
|                                                                                |  |                  |         
|Financing activities                                                            |  |                  |          |   |                  |   |         |                  |  |   |        |  
|Extinguishment of senior credit facility                                        |  |                  | (16,635  | ) |                  |   |        |                  |  |   |       |  
|Net borrowings (repayments) under revolving credit facility                     |  |                  | 4,015    |   |                  |   | (955    | )                |  |   | (1,768 | )
|Proceeds from issuance of term loans, net of financing costs                    |  |                  | 122,227  |   |                  |   |        |                  |  |   |       |  
|Principal payments on term loan                                                 |  |                  | (250     | ) |                  |   | (6,000  | )                |  |   | (6,000 | )
|Payments of debt issuance costs                                                 |  |                  | (30      | ) |                  |   |        |                  |  |   |       |  
|Proceeds from exercise of stock options                                         |  |                  | 81       |   |                  |   | 46      |                  |  |   | 12     |  
|Excess tax benefit from exercise of stock options                               |  |                  |         |   |                  |   |        |                  |  |   | 9      |  
|Dividends paid to holders of minority interest in subsidiary                    |  |                  | (147     | ) |                  |   |        |                  |  |   |       |  
|Principal payments under capital lease obligations                              |  |                  | (289     | ) |                  |   | (290    | )                |  |   | (408   | )
|                                                                                |  |                  |          |   |                  |   |         |                  |  |   |        |  
|Cash provided by (used in) financing activities                                 |  |                  | 108,972  |   |                  |   | (7,199  | )                |  |   | (8,155 | )
|                                                                                |  |                  |          |   |                  |   |         |                  |  |   |        |  
|Net increase (decrease) in cash and cash equivalents                            |  |                  | 1,371    |   |                  |   | 485     |                  |  |   | (303   | )
|Cash and cash equivalents at beginning of year                                  |  |                  | 527      |   |                  |   | 42      |                  |  |   | 345    |  
|                                                                                |  |                  |          |   |                  |   |         |                  |  |   |        |  
|Cash and cash equivalents at end of year                                        |  | $                | 1,898    |   |                  | $ | 527     |                  |  | $ | 42     |  
|                                                                                |  |                  |          |   |                  |   |         |                  |  |   |        |  

Continued on next page.



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS  (continued)

(in thousands)



|                                                                        |  |                  |       |                  |   |       |                  |  |   |        |  
|----------------------------------------------------------------------- |  | ---------------- | ----- | ---------------- | - | ----- | ---------------- |  | - | ------ | -
|                                                                        |  | Years Ended      |      
|                                                                        |  | December 30,2007 |       | December 31,2006 |   |       | December 25,2005 | 
|Supplemental disclosure of non-cash investing and financing activities: |  |                  |       |                  |   |       |                  |  |   |        |  
|Non-cash payment of interest                                            |  | $                | 5,325 |                  | $ | 2,294 |                  |  | $ | 2,019  |  
|                                                                        |  |                  |       |                  |   |       |                  |  |   |        |  
|Non-cash payment of debt issuance costs                                 |  | $                | 2,792 |                  | $ |      |                  |  | $ |       |  
|                                                                        |  |                  |       |                  |   |       |                  |  |   |        |  
|Purchases of equipment through capital leases                           |  | $                |      |                  | $ |      |                  |  | $ | 1,009  |  
|                                                                        |  |                  |       |                  |   |       |                  |  |   |        |  
|Vendor supplied equipment                                               |  | $                |      |                  | $ |      |                  |  | $ | 267    |  
|                                                                        |  |                  |       |                  |   |       |                  |  |   |        |  
|                                                                        |  |                  |      
|Supplemental disclosures of cash flow information:                      |  |                  |       |                  |   |       |                  |  |   |        |  
|Interest paid                                                           |  | $                | 1,220 |                  | $ | 26    |                  |  | $ | 23     |  
|                                                                        |  |                  |       |                  |   |       |                  |  |   |        |  
|Income taxes paid (refunded), net                                       |  | $                | 3     |                  | $ | (198  | )                |  | $ | (3,925 | )
|                                                                        |  |                  |       |                  |   |       |                  |  |   |        |  

The accompanying notes are an integral part of these consolidated financial statements.



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Medical Staffing Network Holdings, Inc. (the Company), a Delaware corporation, is a provider of
temporary staffing services, both per diem and travel, in the United States. The Companys per diem healthcare staffing assignments (less than two weeks in duration) and its travel and contract-based healthcare staffing assignments (more than
two weeks in duration) place professionals, predominately nurses, at hospitals and other healthcare facilities in response to its clients temporary staffing needs. The shorter length local contract-based assignments are typically staffed by
the Companys per diem branches while the longer assignments are staffed by both its centralized travel offices and per diem branches. The Company also provides temporary staffing of allied health professionals such as specialized radiology and
diagnostic imaging specialists, clinical laboratory specialists, rehabilitation specialists, pharmacists, respiratory therapists and other similar healthcare vocations. The Companys temporary healthcare staffing client base includes for-profit
and not-for-profit hospitals, teaching hospitals, and regional healthcare providers.

The Company currently provides its services through a
network of over 110 branch locations around the United States and considers each branch location to be a reporting unit and therefore an operating segment. The Company has aggregated all branch operating results under one reportable segment as each
branch has similar economic characteristics. Each per diem branch provides the same type of service, temporary staffing, and utilizes similar distribution methods, common systems, databases, procedures, processes and similar methods of identifying
and serving their customers. Pursuant to the provisions of the Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about Segments of an Enterprise and Related Information,
the Company considers the different services described above to aggregate into one segment. Temporary staffing services represent 100% of the Companys consolidated revenue for the years ended December 30, 2007, December 31, 2006 and
December 25, 2005.

Through its acquisition of InteliStaf Holdings, Inc. (see Note 4 for additional information), the Company acquired
a 68% ownership in InteliStaf of Oklahoma, LLC, a joint venture with an independent third party. The third party is a hospital system that is the largest client of the joint venture.

Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The most significant areas requiring the use of management estimates relate to the determination of
allowance for doubtful accounts, the determination of required accruals for health, workers compensation and professional liability that are partially self funded, the determination of a valuation allowance on net deferred tax assets, and the
determination of estimates used in the impairment analysis of goodwill and other intangible assets.



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Principles of Consolidation

The consolidated financial statements include the accounts of the
Company, its wholly-owned subsidiaries, Medical Staffing Holdings, LLC (MSN LLC), Medical Staffing Network, Inc. (MSN Inc.), a wholly-owned subsidiary of MSN LLC, MSN-Illinois Holdings, Inc. (MSN-Ill), a wholly-owned subsidiary of MSN Inc.,
Medical Staffing Network of Illinois, LLC, a wholly-owned subsidiary of MSN-Ill, Medical Staffing Network Assets, LLC, a wholly-owned subsidiary of MSN-Ill, InteliStaf Holdings Inc. (ISH), a wholly-owned subsidiary of MSN Inc., InteliStaf Group,
Inc. (ISG), a wholly-owned subsidiary of ISH, InteliStaf Healthcare, Inc. (InteliStaf or IS), a wholly-owned subsidiary of ISG, InteliStaf of Oklahoma, LLC, a joint venture between IS and Integris ProHealth, Inc. (an unrelated third party),
InteliStaf Partners No. 1, LLC (ISP1) and InteliStaf Partners No. 2, LLC (ISP2), both wholly-owned subsidiaries of IS, and InteliStaf Healthcare Management, LP, a subsidiary of ISP1 (1% general partner) and ISP2 (99% limited partner). All
material intercompany transactions and balances have been eliminated in consolidation.

The Companys fiscal year consists of 52/53
weeks ending on the last Sunday in December in each year. The years ended December 30, 2007, December 31, 2006 and December 25, 2005 consisted of 52 weeks, 53 weeks, and 52 weeks, respectively.

Cash and Cash Equivalents

For purposes of reporting
cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Deposits in banks may exceed the amount of insurance provided on such deposits. The Company performs
reviews of the creditworthiness of its depository banks. The Company has not historically experienced any losses on deposits.

Accounts Receivable and
Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk as defined by
SFAS No. 105, Disclosure of Information About Financial Instruments With Off-Balance-Sheet Risk and Financial Instruments with Concentrations of Credit Risk, consist principally of accounts receivable. Concentrations of credit risk with
respect to trade accounts receivable are limited due to the large number of customers and their dispersion across a number of geographic areas. However, essentially all trade receivables are concentrated in the hospital and healthcare sectors in the
United States and, accordingly, the Company is exposed to their respective business and economic variables. Although the Company does not currently foresee a concentrated credit risk associated with these receivables, repayment is dependent upon the
financial stability of these industry sectors. The Company does not generally require collateral. The allowance for doubtful accounts represents the Companys estimate for uncollectible receivables based on a review of specific accounts and the
Companys historical collection experience. The Company writes off specific accounts based on an ongoing review of collectibility as well as managements past experience with the customers.

Furniture and Equipment

Furniture and equipment are
stated at cost and depreciated using the straight-line method over their estimated useful lives, ranging generally from three to seven years. Leasehold improvements are depreciated over the lives of the related leases or their estimated useful
lives, whichever is shorter.

Certain leases for office equipment have been capitalized in accordance with the provisions of SFAS
No. 13, Accounting for Leases, and are amortized over the lives of the related leases or their estimated useful lives, whichever is shorter.



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Certain software development costs for internally developed software have been capitalized in accordance with the provisions of Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use. These capitalized costs include purchased software for internal use, consulting services and costs for personnel associated with programming, coding and testing such software during the application development stage.
Amortization of capitalized software costs begins when the software is placed into service and is included in depreciation and amortization expense in the accompanying consolidated statements of operations. Software development costs are being
amortized using the straight-line method over their estimated useful life of three years.

Goodwill and Other Intangible Assets

Goodwill represents the excess of purchase price over the fair value of net assets acquired. Identifiable intangible assets are being amortized using the
straight-line method over their estimated useful lives ranging from 2 to 7.5 years. Pursuant to the provisions of SFAS No. 142, Goodwill and Other Intangible Assets (SFAS No. 142), the Company does not amortize goodwill or intangible
assets deemed to have an indefinite useful life. Per SFAS No. 142, impairment for goodwill and intangible assets deemed to have an indefinite life exists if the net book value of the goodwill or intangible asset equals or exceeds its fair
value. During the year ended December 25, 2005, the Company reevaluated its reporting units and determined that each branch location represented a reporting unit, as opposed to the Companys previous view that the entire business
represented one reporting unit. The Company performed an analysis whereby the historical goodwill was allocated or pushed down to each reporting unit based on their estimated relative fair value at the time.

In accordance with SFAS No. 142, the Company performed its annual review for impairment during the fourth quarter of fiscal years 2007 and 2006 by
performing a fair value analysis of each reporting unit. The fair value analysis was completed with the assistance of outside valuation professionals. Based on the analysis, impairment was noted at a number of individual reporting units in fiscal
years 2007 and 2006. Accordingly, a charge to the Companys recorded goodwill of $0.7 million and $28.6 million was recorded in the respective periods in the line item impairment of goodwill on the consolidated statements of
operations. The Company will continue to perform a reporting unit level fair value analysis impairment test during the fourth quarter of each year. On a quarterly basis, the Company reviews its reporting units for impairment indicators. If branches
are not achieving their expected operating results, additional analysis may be performed to determine if indicators of impairment are present, and if so, such amount will be determined and the associated charge will be recorded to the consolidated
statement of operations. Should the Company decide to close one or more of its reporting units the associated goodwill will be written off with a charge to the consolidated statement of operations (see Note 5). Additionally, in connection with third
quarter 2007 and first quarter 2006 restructuring initiatives, the Company recorded a charge to its recorded goodwill of $1.9 million and $3.2 million, respectively, in the line item impairment of goodwill on the consolidated statements
of operations to writeoff the goodwill associated with the per diem branches closed in these initiatives (See Note 3).

The Company
accounts for long-lived assets, including intangible assets, with definite useful lives pursuant to SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS No. 144), which requires impairment losses to be
recorded on long-lived assets used in operations when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of intangible assets with a definite useful life is determined by
comparison of the carrying amount of the asset to net future cash flows expected to be generated from the asset. Management reviews all amortizable long-lived assets for impairment whenever events or changes in circumstances indicate the assets may
be impaired. An impairment loss is recorded when the net book value of the assets exceeds the fair value, as measured by projected discounted future cash flows. No impairment charges related to amortizable long lived assets were recorded in the
years ended December 30, 2007, December 31, 2006 and December 25, 2005.



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



The Companys identifiable intangible assets are comprised of partnership (VMS) customer relationships, proprietary software, noncompete agreements, contractor databases, trademarks, trade names and customer and
vendor (subcontractor) relationships (see Note 6). The Company completed its review for annual impairment indicators for its indefinite lived intangible assets (trade names and trademarks) during the fourth quarter of 2007 and determined that there
was no impairment present for these indefinite lived intangible assets.

Reserves for Claims

Workers compensation, healthcare benefits and professional liability are provided under self-insured and partially self-funded plans. The Company
records its estimate of the ultimate cost of, and reserves for, workers compensation and professional liability based on actuarial computations and the Companys loss history as well as industry statistics. Furthermore, in determining its
reserves, the Company includes reserves for estimated claims incurred but not reported. The ultimate cost of workers compensation, healthcare benefits and professional liability will depend on actual costs incurred to settle the claims and may
differ from the amounts reserved by the Company for those claims.

Letters of Credit

As of December 30, 2007, the Company had $8.0 million of standby letters of credit, of which $7.4 million related to InteliStafs workers
compensation policy and $0.6 million related to operating leases.

Debt Issuance Costs

Deferred costs related to the issuance of debt are amortized using the effective interest method over the terms of the respective debt. Debt issuance
costs of approximately $2.8 million, less accumulated amortization of approximately $0.2 million at December 30, 2007, and approximately $1.5 million, less accumulated amortization of approximately $1.1 million at December 31, 2006, are
recorded in other assets in the consolidated balance sheets. The increase in debt issuance costs was related to the Company entering into the new senior credit facility (2007 Senior Credit Facility) partially offset by the write-off of the debt
issuance costs associated with the extinguished credit facility (Senior Credit Facility) (see Note 10). The amount of debt issuance costs written off is included in the line item loss on early extinguishment of debt on the consolidated
statement of operations for the year ended December 30, 2007.

Revenue Recognition

Revenue from services consists of temporary staffing revenues. Revenues are recognized when services are rendered. Reimbursable expenses, including those
related to travel and out-of-pocket expenses are recorded as service revenues with an equal amount in cost of services rendered.

The
Company recognizes revenues from staffing services on a gross basis, as services are performed and associated costs have been incurred using employees of the Company. In these circumstances, the Company assumes the risk of acceptability of its
employees to its customers. An element of the Companys staffing business (within vendor management service (VMS) agreements) is the use of unaffiliated companies (associate partners), and the use of their employees to fulfill a customers
staffing requirement. Under these arrangements, the associate partners serve as subcontractors. The customer is typically responsible for assessing the work of the associate partner and has responsibility for the acceptability of its personnel, and
in most instances, the customer and associate partner have agreed that the Company does not pay the associate partner until the customer pays the Company. Based upon the revenue recognition principles in Emerging Issues Task Force (EITF)
No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, revenue for these services, where the customer and the associate partner have agreed that the Company is not at risk for payment, is recognized net of associated
costs in the period the services are rendered.



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Gross revenues of associate partners and net revenues recognized in the consolidated statements of operations for the years ended December 30, 2007, December 31, 2006 and December 25, 2005 are as
follow (in thousands):



|                                     |  |                  |        |                  |   |                  |  |   |      
|------------------------------------ |  | ---------------- | ------ | ---------------- | - | ---------------- |  | - | -----
|                                     |  | Years Ended     
|                                     |  | December 30,2007 |        | December 31,2006 |   | December 25,2005
|Gross revenues of associate partners |  | $                | 34,151 |                  | $ | 16,631           |  | $ | 1,592
|Net revenues recognized              |  |                  | 1,193  |                  |   | 481              |  |   | 16   

Share-based payments

The Company grants stock options for a fixed number of common shares to employees and directors from time to time. As of December 30, 2007, approximately 0.6 million options are available for future
issuance.

Prior to December 26, 2005, the Company accounted for employee stock options using the intrinsic value method as prescribed
by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees (APB No. 25), and, accordingly, recognized no compensation expense for stock option grants when the exercise price of the options equaled,
or was greater than, the market value of the underlying stock on the date of grant.

Effective as of December 26, 2005, the Company
adopted SFAS No. 123(R), Share-Based Payment (SFAS No. 123(R)), which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation (SFAS No. 123), using the modified prospective transition method. Under
this method, compensation cost recognized for the years ended December 30, 2007 and December 31, 2006 includes compensation cost for all share-based payments modified or granted prior to, but not yet vested, as of December 26, 2005,
based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123. Results for periods prior to December 26, 2005 have not been restated.

The Company granted 458,750 and 7,500 stock options among its employees during the years ended December 30, 2007 and December 31, 2006,
respectively.

The Company calculates the fair value of employee stock options using a Black-Scholes-Merton option pricing model at the
time the stock options are granted and that amount is amortized over the vesting period of the options, which is generally up to four years. The fair value for employee stock options for the year ended December 30, 2007 was calculated based on
the following assumptions: a risk-free interest rate of 4.8%; dividend yield of 0%; weighted-average volatility factor of the expected market price of the Companys common stock of 53%; and a weighted-average expected life of the options of 6
years. The fair value for employee stock options for the year ended December 31, 2006 was calculated based on the following assumptions: a risk-free interest rate of 4.8%; dividend yield of 0%; weighted-average volatility factor of the expected
market price of the Companys common stock of 56%; and a weighted-average expected life of the options of 6 years.

As a result of
adopting SFAS No. 123(R) on December 26, 2005, for the years ended December 30, 2007 and December 31, 2006, the Companys income (loss) from operations, income (loss) before provision for (benefit from) income taxes and net
loss were each increased by $0.2 million and less than $0.1 million, in the respective years, and had no impact on basic or diluted net loss per share, from what they would have been if the Company had continued to account for share-based
compensation under APB No. 25. If the Company had accounted for stock-based compensation in accordance with SFAS No. 123 for the years ended December 30, 2007 and December 31, 2006, the expense would have been the same as under
SFAS No. 123(R).



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



The impact on earnings from the adoption of SFAS No. 123(R) for the year ended December 31, 2006 was significantly minimized by the December 1, 2005 decision of the Companys Compensation Committee
to accelerate the vesting of all unvested stock options awarded to employees (with the exception of three of the Companys officers at that time, who only had their options that were scheduled to vest in 2006 accelerated). However, the future
impact on earnings from the adoption of SFAS No. 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future. The adoption of SFAS No. 123(R) had no significant effect on cash flow
from operating activities and cash flow from financing activities for the year ended December 31, 2006.

The following table
illustrates the effect on net loss and net loss per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to options granted under the Companys stock option plans for the year ended December 25, 2005
(in thousands, except per share amounts):



|                                                          |  |                            |        |  
|--------------------------------------------------------- |  | -------------------------- | ------ | -
|                                                          |  | Year EndedDecember 25,2005 |       
|Net loss as reported                                      |  | $                          | (799   | )
|Fair value method of stock based compensation, net of tax |  |                            | (1,156 | )
|                                                          |  |                            |        |  
|Pro forma net loss                                        |  | $                          | (1,955 | )
|                                                          |  |                            |        |  
|As reported basic and diluted loss per share              |  | $                          | (0.03  | )
|                                                          |  |                            |        |  
|Pro forma basic and dilute loss per share                 |  | $                          | (0.06  | )
|                                                          |  |                            |        |  

For purposes of this pro forma disclosure, the fair value of these options was estimated at the
time of grant using a Black-Scholes-Merton option pricing model based on the following assumptions for the year ended December 25, 2005:



|                         |  |                           
|------------------------ |  | --------------------------
|                         |  | Year EndedDecember 25,2005
|Expected life (in years) |  | 4  8                     
|Risk-free interest rate  |  | 3.91% - 4.66%             
|Volatility               |  | 60%                       
|Dividend yield           |  | 0%                        

Net Loss Per Share

In accordance with the requirements of SFAS No. 128, Earnings Per Share(SFAS No. 128), basic earnings per share is computed by dividing net income or loss by the weighted average number of shares
outstanding and diluted earnings per share reflects the dilutive effects of stock options and other common stock equivalents (as calculated utilizing the treasury stock or reverse treasury stock method, as appropriate). Shares of common stock that
are issuable upon the exercise of options have been excluded from the fiscal years 2007, 2006 and 2005 per share calculations because their effect would have been anti-dilutive due to the net loss. See Note 15 for the calculation of net
loss per share.



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Income Taxes

The Company adopted the provisions of FASB Interpretation (FIN) No. 48,
Accounting for Uncertainty in Income Taxes (FIN No. 48), on January 1, 2007 and it had an immaterial effect on the Companys consolidated financial statements. As required by FIN No. 48, which clarifies SFAS No. 109,
Accounting for Income Taxes(SFAS No. 109), the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an
audit. Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse.

Derivative Financial Instruments

Effective September 6, 2007, the Company entered into a three-year interest rate swap agreement (2007 Swap Agreement) with a financial institution,
as required by the Companys 2007 Senior Credit Facility, to manage the impact of interest rate changes on a portion of the Companys variable rate obligations (see Note 11). The 2007 Swap Agreement is scheduled to mature on
September 6, 2010. The Company deems the 2007 Swap Agreement as a 100% effective derivative designated as a cash flow hedge (see Note 11). In accordance with the provisions of SFAS No. 133, Accounting for Derivative Instruments and
Hedging Activities (SFAS No, 133) and other applicable guidance, on a quarterly basis the Company records changes in the fair value of the cash flow hedge to accumulated other comprehensive income (loss), a stockholders equity balance
sheet account, and will subsequently reclassify the value to results of operations when the forecasted transaction affects earnings.

Comprehensive Loss

SFAS No. 130, Comprehensive Income (SFAS No. 130), requires that an enterprise (a) classify items of other
comprehensive income by their nature in the financial statements, and (b) display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of the balance sheet.
The items of other comprehensive loss that are typically required to be displayed are foreign currency items, minimum pension liability adjustments, unrealized gains and losses on certain investments in debt and equity securities and the effective
portion of certain derivative instruments. There are no components of comprehensive loss other than the Companys net loss and unrealized loss on the derivative instrument for the year ended December 30, 2007. There were no components of
comprehensive loss other than the Companys net loss for the years ended December 31, 2006 and December 25, 2005.

Reclassifications

Certain reclassifications have been made to the 2006 and 2005 consolidated financial statements to conform to the fiscal year 2007
presentation.

2. RECENT ACCOUNTING PRONOUNCEMENTS

Accounting for Business Combinations/Noncontrolling Interest

In December 2007, the FASB issued SFAS No. 141(R),
Business Combinations (SFAS No. 141(R)) and SFAS No. 160, Accounting and Reporting of Noncontrolling Interest in Consolidated Financial Statements, an amendment of ARB No. 51 (SFAS No. 160). SFAS No. 141(R)
expands the scope of acquisition accounting to all transactions and circumstances under which control of a business is obtained. The acquiring entity in a business combination will be required to recognize all (and only) the assets acquired and
liabilities assumed in the transaction using the acquisition-date fair value as the measurement objective for the assets acquired and liabilities assumed.



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

2. RECENT ACCOUNTING PRONOUNCEMENTS (continued)



SFAS
No. 141(R) provides specific guidance on the recognition of acquisition costs, restructuring costs, contingencies and goodwill related to an acquisition, replacing previous guidance found in SFAS No. 141, Business Combinations (SFAS
No. 141). Acquisition-related costs (i.e. due diligence costs, etc.) and restructuring costs (i.e. severance for acquirees terminated employees, lease termination costs, etc.) will now be required to be expensed in the period incurred as
opposed to current guidance whereby the costs are captured as part of the acquisition. Contingent consideration (payments made conditioned on the outcome of future events) is to be recognized at the acquisition date, measured at its fair value at
that date, rather than being recognized as an adjustment to the accounting for the business combination when the consideration is issued or becomes issuable. SFAS No. 160 requires all entities to report noncontrolling (minority) interests in
subsidiaries as equity in the consolidated financial statements and to account for transactions between an entity and noncontrolling interest as equity transactions. SFAS No. 141(R) and SFAS No. 160 are required to be adopted
simultaneously, are effective for fiscal years, inclusive of the interim periods within those fiscal years, beginning on or after December 15, 2008 and earlier adoption is prohibited. The Company will implement the provisions of SFAS
No. 141(R) and SFAS No. 160 in the fiscal year beginning December 29, 2008. The future impact of the application of these provisions is not determinable at this time.

Fair Value of Assets and Liabilities

In September 2006, the FASB issued SFAS
No. 157, Fair Value Measurements (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value
measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years, with earlier application encouraged, provided that the reporting
entity has not yet issued financial statements for that fiscal year inclusive of interim period financial statements. The Company will implement the provisions of SFAS No. 157 in the fiscal year beginning December 31, 2007. The Company
does not expect any significant changes to its financial accounting and reporting as a result of this new accounting standard.

In February
2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an Amendment of FASB Statement No. 115 (SFAS No. 159). SFAS No. 159 permits companies to measure
many financial instruments and certain other items at fair value at specified election dates. SFAS No. 159 will be effective for fiscal years beginning after November 15, 2007. The Company does not expect any significant changes to its
financial accounting and reporting as a result of this new accounting standard.

3. RESTRUCTURING AND OTHER CHARGES

On August 7, 2007, the Company initiated a plan to restructure and integrate the operations of InteliStaf (IS Plan). The objectives of the IS Plan
were to eliminate redundant costs resulting from the acquisition of InteliStaf and to improve efficiencies in operations. As part of the IS Plan, the Company reduced its pre-acquisition workforce by approximately 70 employees and closed four of its
branches. As a result, in the third quarter of 2007, the Company recorded a pre-tax charge of $1.0 million related to severance costs and contract and lease termination fees. The Company also incurred pre-tax charges of $2.0 million and $0.2 million
in the third quarter and fourth quarter of fiscal year 2007, respectively, related to integration expenses for the InteliStaf acquisition. The $3.2 million pre-tax restructuring charge is included in the line item restructuring and other
charges on the Companys consolidated statement of operations for the year ended December 30, 2007. Additionally, the Company reduced InteliStafs pre-acquisition workforce by approximately 200 employees and closed three of
InteliStafs branches. The severance costs and contract and lease termination fees associated with the InteliStaf branch closures was $10.4 million, with $9.3 million recorded in the third quarter and $1.1 million recorded in the fourth
quarter. Of the total restructuring accrual of $11.4 million, $10.4 million is accounted for as part of the cost of the acquired business and was not recorded as a period expense, and the remaining $1.0 million was included in the aforementioned
$3.2 million pre-tax charge.



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

3. RESTRUCTURING AND OTHER CHARGES (continued)



A breakdown of the combined $11.4 million liability recorded for the IS Plan is as follows (in thousands):



|                           |  |                  |        |                               |   |                               |  |                         |       |  |   |       |    
|-------------------------- |  | ---------------- | ------ | ----------------------------- | - | ----------------------------- |  | ----------------------- | ----- |  | - | ----- | ---
|                           |  | InitialLiability |        | AdditionsthroughDec. 30, 2007 |   | Cash paidthroughDec. 30, 2007 |  | Accrued atDec. 30, 2007 |      
|Lease termination costs    |  | $                | 7,213  |                               | $ |                              |  | $                       | 2,368 |  | $ | 4,845 | (1)
|Employee termination costs |  |                  | 3,104  |                               |   | 1,136                         |  |                         | 3,958 |  |   | 282   | (1)
|                           |  |                  |        |                               |   |                               |  |                         |       |  |   |       |    
|Total                      |  | $                | 10,317 |                               | $ | 1,136                         |  | $                       | 6,326 |  | $ | 5,127 |    
|                           |  |                  |        |                               |   |                               |  |                         |       |  |   |       |    



|(1) | Included in accounts payable and accrued expenses in the Companys consolidated balance sheet
|--- | ---------------------------------------------------------------------------------------------

On February 1, 2006, the Company initiated a plan (2006 Plan) to reorganize the infrastructure in its per diem nursing division to drive higher
profitability in the current per diem marketplace, which is showing modest growth. As part of the restructuring, 13 per diem branches were closed and approximately 75 branch staff and corporate employees were terminated. As a result, in the
first quarter of 2006, the Company recorded a pre-tax charge of approximately $3.1 million primarily related to severance costs and contract and lease termination fees. The 2006 Plan restructuring charge is included in the line item
restructuring and other charges on the Companys consolidated statement of operations for the year ended December 31, 2006.

A breakdown of the 2006 Plan restructuring and other charges is as follows (in thousands):



|                           |  |               |       |                               |   |        |                                      |  |   |                         |   |  |   |    |    
|-------------------------- |  | ------------- | ----- | ----------------------------- | - | ------ | ------------------------------------ |  | - | ----------------------- | - |  | - | -- | ---
|                           |  | InitialCharge |       | Cash paidthroughDec. 30, 2007 |   |        | Non-cashcharges throughDec. 30, 2007 |  |   | Accrued atDec. 30, 2007 |  
|Employee termination costs |  | $             | 1,537 |                               | $ | (1,332 | )                                    |  | $ | (205                    | ) |  | $ |   |    
|Lease termination costs    |  |               | 909   |                               |   | (818   | )                                    |  |   | (65                     | ) |  |   | 26 | (1)
|Office closing costs       |  |               | 240   |                               |   |       |                                      |  |   | (240                    | ) |  |   |   |    
|Miscellaneous other costs  |  |               | 403   |                               |   | (116   | )                                    |  |   | (287                    | ) |  |   |   |    
|                           |  |               |       |                               |   |        |                                      |  |   |                         |   |  |   |    |    
|Total                      |  | $             | 3,089 |                               | $ | (2,266 | )                                    |  | $ | (797                    | ) |  | $ | 26 |    
|                           |  |               |       |                               |   |        |                                      |  |   |                         |   |  |   |    |    



|(1) | Included in accounts payable and accrued expenses in the Companys consolidated balance sheet.
|--- | ----------------------------------------------------------------------------------------------



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

4. ACQUISITIONS



In September 2007, the Company
acquired certain assets of AMR ProNurse (AMR) for approximately $11.0 million in cash less a working capital adjustment of $0.2 million, of which approximately $0.3 million is held in escrow, and the potential for additional consideration contingent
upon AMR achieving certain financial results for fiscal years 2007 through March 2013. The purchase price was allocated as follows: (i) $7.2 million to goodwill (indefinite useful life), (ii) $3.4 million to partnership customer
relationships (five-year useful life), (iii) $0.4 million to proprietary software (three-year useful life), (iv) $0.1 million to non-compete agreements (three-year useful life), (v) $17,000 to vendor (subcontractor) agreements
(five-year useful life), (vi) $12,000 to trademarks and trade names (indefinite useful life) and (vii) $4,000 to traditional customer relationships (five-year useful life). The difference between the purchase price and the value of the
acquired intangible assets relates to the net liabilities assumed in the transaction. The primary reason for the acquisition was to expand the Companys VMS agreements. The acquisition was accounted for in accordance with SFAS No. 141 and,
accordingly, the results of operations have been included in the Companys consolidated statement of operations beginning September 8, 2007, the date when the Company assumed control of AMR. The allocation of purchase price related to the
AMR acquisition is based on the preliminary assessments of the assets acquired and liabilities assumed.

In July 2007, the Company acquired
all of the interests of InteliStaf for approximately $92.0 million in cash plus a net working capital adjustment of $1.2 million ($2.2 million funded at close in July 2007 with $1.0 million to be returned to the Company in 2008), of which
approximately $4.6 million is held in escrow, with no potential for additional consideration. The purchase price was allocated as follows: (i) $79.9 million to goodwill (indefinite useful life), (ii) $5.6 million to trademarks and trade
names (indefinite useful life), (iii) $4.3 million to partnership customer relationships (five-year useful life), (iv) $0.5 million to non-compete agreements (two-year useful life), (v) $0.4 million to traditional customer
relationships (five-year useful life) and (vi) $0.1 million to vendor (subcontractor) agreements (five-year useful life). The difference between the purchase price and the value of the acquired intangible assets relates to the net assets
acquired in the transaction. The primary reason for the acquisition was to increase the Companys presence in travel nurse staffing and to expand the number of markets its per diem division operates in. The acquisition was accounted for in
accordance with SFAS No. 141 and, accordingly, the results of operations have been included in the Companys consolidated statement of operations beginning at the close of business on July 2, 2007, the date when the Company assumed
control of InteliStaf. The allocation of purchase price related to the InteliStaf acquisition is based on preliminary assessments of the assets acquired and liabilities assumed.

On November 30, 2005, the Company acquired certain assets of Winnertech, a New Jersey based temporary healthcare staffing company, for approximately
$0.6 million in cash, of which approximately $0.1 million was held in escrow, and the assumption of approximately $0.3 million in liabilities. Approximately $0.7 million and $0.1 million of the purchase price were allocated to goodwill and a
non-compete agreement (three-year life), respectively. The primary reason for the acquisition was to expand service offerings within the temporary healthcare industry. The acquisition was accounted for in accordance with SFAS No. 141, and,
accordingly, the results of operations have been included in the consolidated statements of operations beginning from December 1, 2005, the date when the Company assumed control.

On March 31, 2005, the Company acquired certain assets of Quality Medical Professionals (QMP), a California based temporary allied health staffing
company, for approximately $1.0 million in cash, of which approximately $0.1 million was held in escrow, and the potential for additional consideration contingent upon QMP achieving certain financial results in the future. Approximately $0.4
million, $0.2 million, $0.1 million and $0.1 million of the purchase price were allocated to goodwill, customer contracts (two-year life), contractor databases (five-year life) and a non-compete agreement (six-year life), respectively. The primary
reason for the acquisition was to expand service offerings within the temporary healthcare industry. The acquisition was accounted for in accordance with SFAS No. 141 and, accordingly, the results of operations have been included in the
consolidated statements of operations beginning from April 1, 2005, the date when the Company assumed control.



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

4. ACQUISITIONS (continued)



In 2007 and 2006,
the Company paid approximately $0.7 million and $0.3 million, respectively, of additional consideration for the achievement of certain financial results relating to a 2005 acquisition, which has been included in goodwill on the Companys
consolidated balance sheet. During 2005, the Company neither paid nor accrued any additional consideration related to prior year acquisitions.

The following unaudited pro forma financial information reflects the results of operations for the years ended December 30, 2007, December 31, 2006 and December 25, 2005, as if the acquisitions had occurred at the
beginning of the respective periods presented. The pro forma financial information, in the schedule below, does not purport to be indicative of the results of operations that would have occurred had the transactions taken place at the beginning of
the periods presented or of future results of operations:



|                                         |  |                  |         |                  |   |         |                  |  |   |         |  
|---------------------------------------- |  | ---------------- | ------- | ---------------- | - | ------- | ---------------- |  | - | ------- | -
|                                         |  | Years Ended      |        
|(in thousands, except per share amounts) |  | December 30,2007 |         | December 31,2006 |   |         | December 25,2005 | 
|Service revenues                         |  | $                | 621,315 |                  | $ | 640,790 |                  |  | $ | 661,381 |  
|Income (loss) from operations            |  |                  | 20,558  |                  |   | (8,982  | )                |  |   | (17,279 | )
|Net income (loss)                        |  |                  | 1,902   |                  |   | (20,852 | )                |  |   | (30,417 | )
|Basic income (loss) per share            |  |                  | 0.06    |                  |   | (0.69   | )                |  |   | (1.01   | )
|Diluted income (loss) per share          |  |                  | 0.06    |                  |   | (0.69   | )                |  |   | (1.01   | )

5. IMPAIRMENT OF GOODWILL

Coinciding with the branch closures associated with the IS Plan discussed in Note 3, the Company concluded that the goodwill associated with the four closed pre-acquisition branches was fully impaired. As a result,
for the year ended December 30, 2007, the Company recorded a non-cash charge of approximately $1.9 million to write-off the associated goodwill. This amount is included in the line item impairment of goodwill on the Companys consolidated
statements of operations for the year ended December 30, 2007.

Coinciding with the branch closures associated with the 2006 Plan
discussed in Note 3, the Company concluded that the goodwill associated with the 13 closed branches was fully impaired. As a result, for the year ended December 31, 2006, the Company recorded a non-cash charge of approximately $3.2 million to
write-off the associated goodwill. This amount is included in the line item impairment of goodwill on the Companys consolidated statement of operations for the year ended December 31, 2006.

The Company completed its annual impairment test during the fourth quarter of fiscal years 2007 and 2006 by using a combination of market multiple,
comparable transaction and discounted cash flow methods. Impairment was noted at four individual reporting units in fiscal year 2007 and a number of individual reporting units in fiscal year 2006. Each of the four reporting units that took an
impairment charge as a result of the fourth quarter 2007 impairment testing had positive operating income for the trailing twelve month period preceding the test date; however, their individual discounted cash calculations were impacted by reduced
projected operating results in subsequent periods. Contributing to the impairment loss in fiscal year 2006 were the decrease in profitability due to the decline in revenues in travel nurse staffing and allied health professional staffing as well as
reduced current and projected operating results at a number of per diem branches. As a result, for the fiscal years ended December 30, 2007 and December 31, 2006, the Company recorded a non-cash impairment charge of $0.7 million and $28.6
million, respectively.



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

6. GOODWILL AND INTANGIBLE ASSETS



As discussed
in Note 1, pursuant to the provisions of SFAS No. 142, the Company does not amortize goodwill or intangible assets deemed to have an indefinite useful life. Identifiable intangibles with definite lives are amortized. SFAS No. 142 requires
that goodwill be separately disclosed from other intangible assets on the balance sheet and tested for impairment on a periodic basis, or more frequently if certain indicators arise.

Goodwill increased by $85.2 million from $99.1 million at December 31, 2006 to $184.3 million at December 30, 2007. This increase is
attributable to the acquisitions of InteliStaf and AMR (See Note 4), the payment of additional consideration related to a 2005 acquisition (See Note 4), partially offset by the non-cash impairment charges of $2.6 million. The allocation of purchase
price related to the InteliStaf and AMR acquisitions is based on assessments of the assets acquired and liabilities assumed. The non-cash impairment charges of $2.6 million were comprised of a third quarter charge of $1.9 million associated with the
closure of four branches and a fourth quarter charge of $0.7 million as a result of the Companys annual impairment test (see Note 5).

The following reflects the changes to goodwill for the years ended December 30, 2007 and December 31, 2006 (in thousands):



|                                                            |  |               |         |   |               |   |         |  
|----------------------------------------------------------- |  | ------------- | ------- | - | ------------- | - | ------- | -
|                                                            |  | Years Ended   |        
|                                                            |  | Dec. 30, 2007 |         |   | Dec. 31, 2006 |  
|Balance at beginning of year                                |  | $             | 99,097  |   |               | $ | 130,589 |  
|Consideration related to current year acquisitions          |  |               | 87,106  |   |               |   |        |  
|Additional consideration related to prior year acquisitions |  |               | 675     |   |               |   | 261     |  
|Impairment charges                                          |  |               | (2,621  | ) |               |   | (31,753 | )
|                                                            |  |               |         |   |               |   |         |  
|Balance at end of year                                      |  | $             | 184,257 |   |               | $ | 99,097  |  
|                                                            |  |               |         |   |               |   |         |  

As of December 30, 2007 and December 31, 2006, the Companys intangible assets,
other than goodwill, and related accumulated amortization, were as follows (in thousands):



|                                                   |  |                     |        |                         |   |        |                   |  |                     |        |                         |   |       |                   |   |        |   |  |   |      
|-------------------------------------------------- |  | ------------------- | ------ | ----------------------- | - | ------ | ----------------- |  | ------------------- | ------ | ----------------------- | - | ----- | ----------------- | - | ------ | - |  | - | -----
|                                                   |  | December 30, 2007   |        | December 31, 2006      
|                                                   |  | GrossCarryingAmount |        | AccumulatedAmortization |   |        | NetCarryingAmount |  | GrossCarryingAmount |        | AccumulatedAmortization |   |       | NetCarryingAmount
|Intangible assets subject to amortization:         |  |                     |        |                         |   |        |                   |  |                     |        |                         |   |       |                   |   |        |   |  |   |      
|Partnership (VMS) customer relationships (5 years) |  | $                   | 7,700  |                         | $ | (657   | )                 |  | $                   | 7,043  |                         | $ |      |                   | $ |       |   |  | $ |     
|Proprietary software (3 years)                     |  |                     | 408    |                         |   | (45    | )                 |  |                     | 363    |                         |   |      |                   |   |       |   |  |   |     
|Non-compete agreements (2 - 7.5 years)             |  |                     | 4,101  |                         |   | (3,091 | )                 |  |                     | 1,010  |                         |   | 3,531 |                   |   | (2,441 | ) |  |   | 1,090
|Contractor database (5 years)                      |  |                     | 742    |                         |   | (663   | )                 |  |                     | 79     |                         |   | 742   |                   |   | (515   | ) |  |   | 227  
|Vendor (subcontractor) relationships (5 years)     |  |                     | 74     |                         |   | (7     | )                 |  |                     | 67     |                         |   |      |                   |   |       |   |  |   |     
|Customer relationships (3 - 5 years)               |  |                     | 660    |                         |   | (305   | )                 |  |                     | 355    |                         |   | 266   |                   |   | (238   | ) |  |   | 28   
|                                                   |  |                     |        |                         |   |        |                   |  |                     |        |                         |   |       |                   |   |        |   |  |   |      
|Total intangibles subject to amortization          |  |                     | 13,685 |                         |   | (4,768 | )                 |  |                     | 8,917  |                         |   | 4,539 |                   |   | (3,194 | ) |  |   | 1,345
|Intangible assets not subject to amortization:     |  |                     |        |                         |   |        |                   |  |                     |        |                         |   |       |                   |   |        |   |  |   |      
|Trademarks, trade names                            |  |                     | 5,720  |                         |   |       |                   |  |                     | 5,720  |                         |   | 108   |                   |   |       |   |  |   | 108  
|                                                   |  |                     |        |                         |   |        |                   |  |                     |        |                         |   |       |                   |   |        |   |  |   |      
|Total intangible assets                            |  | $                   | 19,405 |                         | $ | (4,768 | )                 |  | $                   | 14,637 |                         | $ | 4,647 |                   | $ | (3,194 | ) |  | $ | 1,453
|                                                   |  |                     |        |                         |   |        |                   |  |                     |        |                         |   |       |                   |   |        |   |  |   |      

During 2007, the Company acquired intangible assets totaling $14.8 million as part of the
InteliStaf and AMR acquisitions (see Note 4). During 2006, the Company did not purchase any intangible assets. During 2005, the Company acquired intangible assets totaling $0.5 million as part of the QMP and Winnertech acquisitions (see Note 4). The
Company recorded amortization expense on intangible assets of $1.6 million, $0.8 million and $0.7 million for the years ended December 30, 2007, December 31, 2006 and December 25, 2005, respectively.



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

6. GOODWILL AND INTANGIBLE ASSETS (continued)



The estimated annual amortization expense for intangible assets for the next five fiscal years as of December 30, 2007 is as follows (in thousands):



|     |  |   |      
|---- |  | - | -----
|2008 |  | $ | 2,394
|2009 |  |   | 2,144
|2010 |  |   | 1,811
|2011 |  |   | 1,637
|2012 |  |   | 931  

7. FURNITURE AND EQUIPMENT

Furniture and equipment consist of the following (in thousands):



|                                               |  |                  |         |   |                  |   |         |  
|---------------------------------------------- |  | ---------------- | ------- | - | ---------------- | - | ------- | -
|                                               |  | December 30,2007 |         |   | December 31,2006 |  
|Leasehold improvements                         |  | $                | 1,978   |   |                  | $ | 1,633   |  
|Furniture and equipment                        |  |                  | 19,642  |   |                  |   | 16,266  |  
|Internally developed software                  |  |                  | 11,782  |   |                  |   | 10,495  |  
|Equipment held under capital leases            |  |                  | 3,364   |   |                  |   | 3,392   |  
|                                               |  |                  |         |   |                  |   |         |  
|Total                                          |  |                  | 36,766  |   |                  |   | 31,786  |  
|Less accumulated depreciation and amortization |  |                  | (26,822 | ) |                  |   | (24,095 | )
|                                               |  |                  |         |   |                  |   |         |  
|Furniture and equipment, net                   |  | $                | 9,944   |   |                  | $ | 7,691   |  
|                                               |  |                  |         |   |                  |   |         |  

Depreciation expense from furniture and equipment was $3.1 million, $3.1 million and $4.5 million
for each of the years ended December 30, 2007, December 31, 2006 and December 25, 2005, respectively.

Accumulated
amortization on assets held under capital leases was $3.0 million and $2.8 million at December 30, 2007 and December 31, 2006, respectively.

8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following (in thousands):



|                                   |  |                  |        |                  |   |       
|---------------------------------- |  | ---------------- | ------ | ---------------- | - | ------
|                                   |  | December 30,2007 |        | December 31,2006
|Insurance related accrued expenses |  | $                | 19,564 |                  | $ | 8,812 
|Accrued subcontractors payable     |  |                  | 10,652 |                  |   | 3,473 
|Accrued restructuring expenses     |  |                  | 5,153  |                  |   | 350   
|Accrued expenses                   |  |                  | 5,647  |                  |   | 2,700 
|Accounts payable                   |  |                  | 2,759  |                  |   | 1,604 
|Other                              |  |                  | 1,927  |                  |   | 305   
|                                   |  |                  |        |                  |   |       
|Total                              |  | $                | 45,702 |                  | $ | 17,244
|                                   |  |                  |        |                  |   |       



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

9. INCOME TAXES



As of December 30, 2007,
December 31, 2006 and December 25, 2005, the Company had temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and such amounts measured by the tax laws.

The provision for (benefit from) income taxes is as follows (in thousands):



|                                          |  |                  |       |                  |   |        |                  |  |   |      |  
|----------------------------------------- |  | ---------------- | ----- | ---------------- | - | ------ | ---------------- |  | - | ---- | -
|                                          |  | Years Ended      |      
|                                          |  | December 30,2007 |       | December 31,2006 |   |        | December 25,2005 | 
|Current income taxes:                     |  |                  |       |                  |   |        |                  |  |   |      |  
|Federal                                   |  | $                |      |                  | $ |       |                  |  | $ | (548 | )
|State                                     |  |                  |      |                  |   | 206    |                  |  |   | 403  |  
|                                          |  |                  |       |                  |   |        |                  |  |   |      |  
|Total current income taxes                |  |                  |      |                  |   | 206    |                  |  |   | (145 | )
|Deferred income taxes                     |  |                  | 3,320 |                  |   | (4,032 | )                |  |   | (515 | )
|                                          |  |                  |       |                  |   |        |                  |  |   |      |  
|Provision for (benefit from) income taxes |  | $                | 3,320 |                  | $ | (3,826 | )                |  | $ | (660 | )
|                                          |  |                  |       |                  |   |        |                  |  |   |      |  

At December 30, 2007, the Company had gross deferred tax assets in excess of deferred tax
liabilities. The Company has determined that it is more likely than not that the net deferred tax assets will not be fully realized in the near term (deferred tax liabilities not expected to reverse in the net operating loss carryforward period were
not considered in reviewing the realizability of the other temporary differences). Accordingly, the Company has a full valuation allowance against such net current and noncurrent deferred tax assets and a deferred tax liability and provision is
recorded relative to its indefinite reversing temporary differences.

The Company adopted the provisions of FIN No. 48 on
January 1, 2007. Previously, the Company had accounted for tax contingencies in accordance with SFAS No. 5, Accounting for Contingencies. As required by FIN No. 48, which clarifies SFAS No. 109, the Company recognizes the
financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount
recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, the Company applied FIN
No. 48 to all tax positions for which the statute of limitations remained open. Upon implementing FIN No. 48, the Company did not recognize any additional liabilities for unrecognized tax benefits. Accordingly, the adoption of FIN
No. 48 had no impact on the consolidated financial statements.

The amount of unrecognized tax benefits as of January 1, 2007,
was $0.5 million, which, if ultimately recognized, will reduce the Companys annual effective tax rate. The Company has a full valuation allowance against the $0.5 million unrecognized tax benefit. There have been no material changes in
unrecognized tax benefits since January 1, 2007.

The Company is subject to income taxes in the United States federal jurisdiction and
various state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. The Company is no longer subject to U.S. federal income tax
examinations by tax authorities for the years before 2004, and with few exceptions, the Company is no longer subject to state and local income tax examinations by tax authorities pursuant to each states respective statute of limitations. The
Company is not currently under examination by any state jurisdictions.

The Company recognizes interest accrued related to unrecognized tax
benefits in interest expense and penalties in operating expenses. No interest or penalties have been accrued for all periods presented.



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

9. INCOME TAXES (continued)



Significant
components of the Companys deferred tax assets and liabilities are as follows (in thousands):



|                                               |  |                  |         |   |                  |   |        |  
|---------------------------------------------- |  | ---------------- | ------- | - | ---------------- | - | ------ | -
|                                               |  | December 30,2007 |         |   | December 31,2006 |  
|Current deferred tax assets:                   |  |                  |         |   |                  |   |        |  
|Insurance reserves                             |  | $                | 6,637   |   |                  | $ | 1,664  |  
|Provision for doubtful accounts                |  |                  | 687     |   |                  |   | 438    |  
|Accrued expenses                               |  |                  | 442     |   |                  |   | 140    |  
|Restructuring expenses                         |  |                  | 139     |   |                  |   | 147    |  
|                                               |  |                  |         |   |                  |   |        |  
|Total current deferred tax assets              |  |                  | 7,905   |   |                  |   | 2,389  |  
|                                               |  |                 
|Current deferred tax liabilities:              |  |                  |         |   |                  |   |        |  
|Prepaid expenses                               |  |                  | (250    | ) |                  |   | (294   | )
|Other current liabilities                      |  |                  | (499    | ) |                  |   | (499   | )
|Valuation allowance                            |  |                  | (7,156  | ) |                  |   | (1,596 | )
|                                               |  |                  |         |   |                  |   |        |  
|Total current deferred tax assets, net         |  | $                |        |   |                  | $ |       |  
|                                               |  |                  |         |   |                  |   |        |  
|Noncurrent deferred tax assets:                |  |                  |         |   |                  |   |        |  
|Federal net operating loss (NOL) carryforwards |  | $                | 11,833  |   |                  | $ | 3,700  |  
|State NOL carryforwards                        |  |                  | 2,604   |   |                  |   | 1,507  |  
|Intangible assets                              |  |                  | 2,098   |   |                  |   | 707    |  
|Accrued expenses                               |  |                  | 1,125   |   |                  |   | 493    |  
|Investment in joint venture                    |  |                  | 177     |   |                  |   |       |  
|                                               |  |                  |         |   |                  |   |        |  
|Total noncurrent deferred tax assets           |  |                  | 17,837  |   |                  |   | 6,407  |  
|                                               |  |                 
|Noncurrent deferred tax liabilities:           |  |                  |         |   |                  |   |        |  
|Goodwill                                       |  |                  | (8,334  | ) |                  |   | (4,745 | )
|Furniture and equipment                        |  |                  | (677    | ) |                  |   | (616   | )
|Valuation allowance                            |  |                  | (17,160 | ) |                  |   | (5,791 | )
|                                               |  |                  |         |   |                  |   |        |  
|Total noncurrent deferred tax liabilities, net |  | $                | (8,334  | ) |                  | $ | (4,745 | )
|                                               |  |                  |         |   |                  |   |        |  

As of December 30, 2007, the Company had a Federal net operating loss carryforward of $36.7
million, which expires beginning 2025, and state net operating loss carryforwards of $61.4 million, the majority of which expire beginning 2025.

Cash received from option exercise under all share-based payment arrangements for the years ended December 30, 2007, December 31, 2006, and December 25, 2005, was approximately $81,000, $46,000, and $12,000,
respectively. The actual tax benefit realized for the tax deductions from option exercise of the share-based payment arrangements totaled $9,000 for the year ended December 25, 2005. Due to the Company being required to record valuation
allowances against its net deferred tax assets beginning in the fiscal year ended December 31, 2006, the Company did not realize an actual tax benefit for the tax deductions from fiscal years 2007 and 2006 option exercises of the share-based
arrangements.



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

9. INCOME TAXES (continued)



The reconciliation
of income tax provision (benefit) computed at the U.S. federal statutory rate to income tax provision (benefit) is as follows:



|                                    |  |                  |   |  |                  |    |  |                  |   
|----------------------------------- |  | ---------------- | - |  | ---------------- | -- |  | ---------------- | --
|                                    |  | Years Ended      |  
|                                    |  | December 30,2007 |   |  | December 31,2006 |    |  | December 25,2005 |   
|Tax at U.S. statutory rate          |  | 34.0             | % |  | (34.0            | )% |  | (34.0            | )%
|State taxes, net of federal benefit |  | 4.0              |   |  | (3.6             | )  |  | (3.6             | ) 
|Other state tax items               |  |                 |   |  |                 |    |  | (17.1            | ) 
|Non-deductible items                |  | 30.1             |   |  | 0.6              |    |  | 12.4             |   
|Valuation allowance                 |  | 86.5             |   |  | 24.0             |    |  |                 |   
|Other, net                          |  | (7.9             | ) |  | 0.6              |    |  | (2.9             | ) 
|                                    |  |                  |   |  |                  |    |  |                  |   
|Effective income tax rate           |  | 146.7            | % |  | (12.4            | )% |  | (45.2            | )%
|                                    |  |                  |   |  |                  |    |  |                  |   

10. LONG-TERM DEBT

The Company had a Senior Credit Facility that provided for a $60.0 million revolving credit facility that was due to expire on January 2, 2007 and a $6.0 million term note (Term Note) that was due on
January 2, 2007.

On September 29, 2006, the Company amended the terms of its Senior Credit Facility to extend the maturity date
to September 29, 2009 and to reduce the capacity under the revolving credit facility from $60.0 million to $40.0 million. The amendment also favorably modified certain financial covenants while decreasing the applicable margin on the revolving
credit facility by 0.5% and reducing the unused line fee by 0.15%. In conjunction with the amendment, on September 29, 2006, the Company repaid the remaining $6.0 million of outstanding borrowings and thereby extinguished the Term Note through
borrowings under the revolving credit facility. The Company recorded a non-cash charge of approximately $0.1 million in the fourth quarter of 2006 to write off a portion of the remaining unamortized debt issuance costs.

Effective December 29, 2006, the Company amended the terms of its Senior Credit Facility whereby certain financial covenants were favorably amended.

On July 2, 2007, the Company repaid all amounts outstanding under its Senior
Credit Facility and entered into a new 2007 Senior Credit Facility. The new $155.0 million 2007 Senior Credit Facility is comprised of a six-year $30.0 million revolving senior credit facility (Revolver), a six-year $100.0 million senior secured
term loan (1stTerm Loan) and a seven-year $25.0 million senior secured second term loan (2ndTerm Loan). The proceeds of the 2007 Senior Credit Facility were used to finance the purchase price of the InteliStaf and AMR acquisitions, to repay outstanding borrowings under the
extinguished Senior Credit Facility, to pay fees and expenses incurred in connection with the InteliStaf acquisition and for general working capital purposes. The Company recorded a non-cash charge of approximately $0.3 million in the third quarter
of 2007 to write off the remaining balance of the unamortized debt issuance costs associated with the extinguished Senior Credit Facility.

Pursuant to the terms of the 2007 Senior Credit Facility, the amount that can be borrowed at any given time under the Revolver is based on a leverage covenant and outstanding letters of credit, which can result in borrowing availability of
less than the full capacity of the Revolver. As of December 30, 2007, $8.0 million of standby letters of credit (of which $7.4 million related to InteliStafs workers compensation policy and $0.6 million related to operating leases)
and $4.4 million was outstanding under the Revolver resulting in $17.6 million being immediately available for borrowing under the Revolver.



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MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

10. LONG-TERM DEBT (continued)



The Revolver bears interest at either prime rate or London Interbank Offered Rate (LIBOR) plus an
applicable margin (9.75% at December 30, 2007) with interest payable quarterly or as LIBOR interest rate contracts expire. Unused capacity under the Revolver bears interest at 0.50% and is payable quarterly. The 1stTerm Loan bears interest at either prime rate or LIBOR plus an applicable margin (8.48% at December 30, 2007) with interest payable quarterly or as LIBOR
interest rate contracts expire. The 2ndTerm Loan bears interest at either prime rate or LIBOR plus an applicable margin (11.65% at
December 30, 2007) with interest payable quarterly or as LIBOR interest rate contracts expire. Pursuant to the terms of the 2007 Senior Credit Facility, the Company is required to hedge at least 50% of the outstanding borrowings of the
1stand 2ndTerm Loans. On September 6,
2007, the Company entered into the 2007 Swap Agreement using three month LIBOR rates, whereby it effectively locked in $62.5 million of the debt at a fixed rate of 4.975% (See Note 11) plus the applicable margin.

The Senior Credit Facility is secured by substantially all of the Companys assets and contains certain covenants that, among other things, limit
the payment of dividends, restrict additional indebtedness and obligations, and require maintenance of certain financial ratios. As of December 30, 2007, the Company was in compliance with all covenants.

A summary of long-term debt as of December 30, 2007 and December 31, 2006 is as follows (in thousands):



|             |  |                  |         |                  |   |       
|------------ |  | ---------------- | ------- | ---------------- | - | ------
|             |  | December 30,2007 |         | December 31,2006
|Revolver     |  | $                | 4,435   |                  | $ | 17,036
|1stterm loan |  |                  | 99,750  |                  |   |      
|2ndterm loan |  |                  | 25,000  |                  |   |      
|             |  |                  |         |                  |   |       
|Total debt   |  | $                | 129,185 |                  | $ | 17,036
|             |  |                  |         |                  |   |       

Pursuant to the terms of the 2007 Senior Credit Facility, the Company is required to make annual
payments of $1.0 million, in four equal quarterly installments. Additionally, at the end of each fiscal year beginning in 2008, the Company will compute an excess cash flow calculation which could result in the Company being required to prepay an
additional amount of outstanding borrowings. Scheduled maturities of long-term debt as of December 30, 2007 are as follows (in thousands):



|           |  |   |        
|---------- |  | - | -------
|2008       |  | $ | 1,000  
|2009       |  |   | 1,000  
|2010       |  |   | 1,000  
|2011       |  |   | 1,000  
|2012       |  |   | 1,000  
|Thereafter |  |   | 124,185

11. INTEREST RATE SWAP

The Companys 2007 Senior Credit Facility requires that the Company maintains an interest rate protection agreement to manage the impact of interest rate changes on a portion of the Companys variable rate
obligations. Effective September 6, 2007, the Company entered into a 2007 Swap Agreement with a financial institution. The 2007 Swap Agreement involves the receipt of floating interest rate payments based on the U.S. Dollar LIBOR, which is
reset quarterly and of fixed interest rate payments of 4.975% over the life of the 2007 Swap Agreement without an exchange of the underlying notional amount, which was set at $62.5 million. The 2007 Swap Agreement is scheduled to mature on
September 6, 2010. The fair value of the swap agreement at December 30, 2007 was $1.7 million and was recorded in the line items Other Liabilities and Accumulated Other Comprehensive Loss in the liabilities and
stockholders equity sections of the consolidated balance sheet. The Company deems the 2007 Swap Agreement as a 100% effective derivative designated as a cash flow hedge (see Note 1).



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MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

11. INTEREST RATE SWAP (continued)



The Company
entered into the 2007 Swap Agreement to reduce the exposure to adverse fluctuations in floating interest rates on the underlying debt obligation and not for trading purposes. Any differences paid or received under the terms of the 2007 Swap
Agreement shall be recognized as adjustments to interest expense over the life of the interest rate swap, thereby adjusting the effective interest rate on the underlying debt obligation.

12. EMPLOYEE BENEFIT PLANS

The Company has a voluntary defined contribution 401(k) profit-sharing
plan covering all eligible employees as defined in the plan documents. The Plan allows for its participants to defer up to 25% of annual salary up to the adjusted IRS maximum each year. In addition, the plan provides for matching 50% of the
participants contributions, up to a maximum of 7% of the participants salary contributed and provides for a discretionary matching contribution, which would be allocated to each employee based on the employees annual pay divided by
the total annual pay of all participants eligible to receive such contribution. The Companys matching contribution was approximately $0.9 million, $0.6 million and $1.0 million for the years ended December 30, 2007, December 31, 2006
and December 25, 2005, respectively.

In 2003, the Company established a Deferred Compensation Plan covering senior management who
have executive-level decision making responsibilities. The plan allows for its participants to defer up to 100% of annual salary up to the adjusted 401(k) maximum that individuals can defer in the Companys existing 401(k) plan (see above). In
addition, the Company will match 50% of the participants contributions, up to a maximum of 7% of the participants salary contributed, a match that is consistent with the Companys existing 401(k) plan. Participants may also
contribute 100% of any excess contributions, excess company match and potential earnings from the prior years 401(k) discrimination testing refunds. The plan is a nonqualified unfunded deferred compensation plan and all participants
contributions are held in the Companys name. As such, at December 30, 2007, the Company recorded the fair value of the trust of $2.5 million, within the consolidated balance sheets, with $0.6 million in other current assets and accounts
payable and accrued expenses, and $1.9 million in other assets and other liabilities. The Company recorded the fair value of the trust of $1.0 million, in the other current assets and other liabilities within the consolidated balance sheets for
the year ended December 31, 2006. The Companys matching contribution was $0.1 million for the years ended December 30, 2007, December 31, 2006 and December 25, 2005.

13. COMMITMENTS AND CONTINGENCIES

Capital Leases

The Company leases equipment under several lease agreements, which are accounted for as capital leases. The assets and liabilities under capital leases
are recorded at the lower of the net present value of the minimum lease payments or the fair value of the asset. The assets are amortized over the related lease term.

Future minimum lease payments under capital leases at December 30, 2007 are as follows (in thousands):



|                                                                |  |   |      |  
|--------------------------------------------------------------- |  | - | ---- | -
|2008                                                            |  | $ | 322  |  
|2009                                                            |  |   | 54   |  
|                                                                |  |   |      |  
|Total future minimum lease payments                             |  |   | 376  |  
|Less amount representing interest                               |  |   | (16  | )
|Less amount classified as current                               |  |   | (307 | )
|                                                                |  |   |      |  
|Long-term portion, net of current portion and interest payments |  | $ | 53   |  
|                                                                |  |   |      |  



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

13. COMMITMENTS AND CONTINGENCIES (continued)



Operating
Leases

The Company has entered into noncancelable operating lease agreements for the rental of space and equipment. Certain of these
leases include options to renew as well as rent escalation clauses. Future minimum lease payments as of December 30, 2007 associated with these agreements are as follows (in thousands):



|                      |  |   |        |  
|--------------------- |  | - | ------ | -
|2008                  |  | $ | 6,573  |  
|2009                  |  |   | 5,145  |  
|2010                  |  |   | 4,163  |  
|2011                  |  |   | 3,425  |  
|2012                  |  |   | 3,122  |  
|Thereafter            |  |   | 3,888  |  
|                      |  |   |        |  
|Total payments        |  |   | 26,316 |  
|Less: sublease income |  |   | (809   | )
|                      |  |   |        |  
|Total                 |  | $ | 25,507 |  
|                      |  |   |        |  

Total operating lease expense was approximately $6.0 million, $5.1 million and $5.8 million for
the years ended December 30, 2007, December 31, 2006 and December 25, 2005, respectively.

Litigation

The Department of Labor (DOL) is currently conducting a wage and hour review regarding the Companys payment of certain on-call employees
who work from their homes after normal business hours and bonus payments made to certain per diem employees. The Company is cooperating fully with the review and believes that all employees were properly paid.

From time to time, the Company is subject to lawsuits and claims that arise out of its operations in the normal course of business. The Company is a
plaintiff or a defendant in various litigation matters in the ordinary course of business, some of which involve claims for damages that are substantial in amount. The Company believes that the disposition of any claims that arise out of operations
in the normal course of business will not have a material adverse effect on the Companys financial position or results of operations.

14.
STOCKHOLDERS EQUITY

Stockholders Agreement

The Company and certain of its stockholders entered into a stockholders agreement conferring certain rights and restrictions, including among others, restrictions on transfers of shares, rights to acquire shares, and
designation of Board of Director seats. This agreement terminated upon the Companys initial public offering except that:



| |  | for as long as any investor that is a party to the stockholders agreement beneficially owns at least 20% of the Companys outstanding shares, the Company is
obligated to nominate and use its best efforts to have two individuals designated by that investor elected to its Board of Directors; and
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | for as long as any investor that is a party to the stockholders agreement beneficially owns at least 10% of the Companys outstanding shares, the Company is
obligated to nominate and use its best efforts to have one individual designated by that investor elected to its Board of Directors.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

14. STOCKHOLDERS EQUITY (continued)



Stock Options

In 1999, the Company adopted a stock option plan (the 1999 Plan), under which 1.2 million shares of common stock were made
available for grant. At December 30, 2007, 0.3 million shares are available for future issuances under the 1999 Plan, however following the adoption of the 2001 Plan (as described below), the Compensation Committee of the Board of
Directors decided to freeze the issuance of the available options. The 1999 Plan provides for the granting of both incentive stock options (as defined in Section 422A of the Internal Revenue Code) and nonqualified stock options.
Each outstanding option under the 1999 Plan is exercisable after the period or periods specified in the respective option agreement, but no option can be exercised after the expiration of ten years and one day from the date of grant.

On November 14, 2001, the Board adopted a new stock option plan (the 2001 Plan). Under the terms of the 2001 Plan, the Company is authorized to
grant incentive stock options and nonqualified stock options, make stock awards and provide the opportunity to purchase stock to employees, directors, officers and consultants of the Company. The 2001 Plan provides for the issuance of a maximum of
2.3 million shares of common stock. On June 17, 2003, the stockholders of the Company approved an amendment to the 2001 Plan which increased the maximum number of shares for issuance by 0.5 million, to 2.8 million. The Compensation
Committee of the Board of Directors administers the 2001 Plan and is authorized to grant options thereunder to all eligible employees of the Company, including officers and directors of the Company and consultants. The 2001 Plan provides for the
granting of both incentive stock options (as defined in Section 422A of the Internal Revenue Code) and nonqualified stock options. On December 1, 2005, the Companys Compensation Committee accelerated the vesting of all
unvested stock options awarded to employees under the 2001 Plan (with the exception of three of the Companys officers, who only had their options that were scheduled to vest in 2006 accelerated). As a result of the acceleration, options to
acquire approximately 374,000 shares of the Companys common stock (representing approximately 18% of the total outstanding options), which otherwise would have vested periodically over the subsequent 48 months, became immediately
exercisable. Approximately 50% of the accelerated options would have vested in 2006. Still, no option granted under the 2001 Plan can be exercised after the expiration of ten years and one day from the date of grant.

The Compensation Committees decision to accelerate the vesting of these options was in response to the issuance of SFAS No. 123(R). By
accelerating the vesting of these options, the Company has minimized the potential compensation expense that will be required to be recognized in future periods under SFAS No. 123(R). Had the Company adopted SFAS No. 123(R) in prior
periods, its impact would have approximated the impact of SFAS No. 123 as described in the disclosure of pro forma net loss and loss per share in stock-based compensation.



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MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

14. STOCKHOLDERS EQUITY (continued)



A
summary of the Companys stock option activity and related information is as follows:



|                                             |  |           |   |  |                                |     
|-------------------------------------------- |  | --------- | - |  | ------------------------------ | ----
|                                             |  | Shares    |   |  | Weighted AverageExercise Price
|Outstanding at December 26, 2004             |  | 1,892,809 |   |  | $                              | 6.88
|Granted                                      |  | 326,000   |   |  | $                              | 6.85
|Exercised                                    |  | (5,521    | ) |  | $                              | 2.19
|Forfeited                                    |  | (150,956  | ) |  | $                              | 8.07
|                                             |  |           |   |  |                                |     
|Outstanding at December 25, 2005             |  | 2,062,332 |   |  | $                              | 6.80
|Granted                                      |  | 7,500     |   |  | $                              | 6.00
|Exercised                                    |  | (20,846   | ) |  | $                              | 2.39
|Forfeited                                    |  | (256,130  | ) |  | $                              | 7.39
|                                             |  |           |   |  |                                |     
|Outstanding at December 31, 2006             |  | 1,792,856 |   |  | $                              | 6.75
|Granted                                      |  | 458,750   |   |  | $                              | 5.91
|Exercised                                    |  | (28,559   | ) |  | $                              | 2.82
|Forfeited                                    |  | (72,381   | ) |  | $                              | 9.80
|                                             |  |           |   |  |                                |     
|Outstanding at December 30, 2007             |  | 2,150,666 |   |  | $                              | 6.52
|                                             |  |           |   |  |                                |     
|Exercisable at end of year                   |  | 1,696,291 |   |  | $                              | 6.69
|                                             |  |           |   |  |                                |     
|                                             |  |          
|                                             |  |           |   |  | Weighted AverageFair Value    
|Options granted during the 2007 fiscal year: |  |           |   |  |                                |     
|Issued at or above market price              |  |           |   |  | $                              | 3.21

Information about options outstanding as of December 30, 2007 is as follows:



|                         |  |                                                 |  |                     |  |                               |       |        |           |                              |   |      
|------------------------ |  | ----------------------------------------------- |  | ------------------- |  | ----------------------------- | ----- | ------ | --------- | ---------------------------- | - | -----
|                         |  | Options Outstanding                             |  | Options Exercisable
|Range of Exercise Prices |  | WeightedAverageRemainingContractualLife (Years) |  | Shares              |  | WeightedAverageExercise Price |       | Shares |           | WeightedAverageExercisePrice
|$1.95 to $2.20           |  | 2.9                                             |  | 45,086              |  | $                             | 2.18  |        | 45,086    |                              | $ | 2.18 
|$5.89 to $6.06           |  | 5.4                                             |  | 1,809,638           |  | $                             | 6.02  |        | 1,355,263 |                              | $ | 6.06 
|$7.00 to $10.00          |  | 6.7                                             |  | 209,442             |  | $                             | 7.64  |        | 209,442   |                              | $ | 7.64 
|$14.00 to $21.00         |  | 4.8                                             |  | 86,500              |  | $                             | 16.56 |        | 86,500    |                              | $ | 16.56
|                         |  |                                                 |  |                     |  |                               |       |        |           |                              |   |      
|$1.95 to $21.00          |  | 5.5                                             |  | 2,150,666           |  | $                             | 6.52  |        | 1,696,291 |                              | $ | 6.69 
|                         |  |                                                 |  |                     |  |                               |       |        |           |                              |   |      

15. NET LOSS PER SHARE

For the years ended December 30, 2007, December 31, 2006 and December 25, 2005, approximately 1.9 million, 1.8 million and 2.1 million incremental options, respectively, were
excluded in the calculation of diluted shares as the impact of their conversion was anti-dilutive due to the net loss. The Companys basic and diluted shares for the years ended December 30, 2007, December 31, 2006 and
December 25, 2005, was 30,263,000, 30,249,000 and 30,233,000, respectively.



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

16. RELATED PARTY TRANSACTIONS



The Company
provides staffing services to a healthcare system of which one of the Companys directors, Philip A. Incarnati, is the President and Chief Executive Officer. During the years ended December 30, 2007, December 31, 2006 and
December 25, 2005, the Company billed approximately $2.8 million, $3.0 million and $4.1 million, respectively, for its services. The Company had a receivable balance from the healthcare system of approximately $0.3 million and $0.4 million at
December 30, 2007 and December 31, 2006, respectively.

The Company provides staffing services to a healthcare services company
of which one of the Companys directors, David Wester, is the President. During the years ended December 30, 2007, December 31, 2006 and December 25, 2005, the Company billed approximately $0.1 million, $0.2 million and $0.4
million, respectively for its services and had a receivable balance from the healthcare system of less than $0.1 million at both December 30, 2007 and December 31, 2006.

The Company paid approximately $0.1 million, during each of the years ended December 30, 2007, December 31, 2006 and December 25,
2005, to Florida Atlantic University (FAU) in connection with a continuing education program for the Companys nurses. One of the Companys directors, Dr. Anne Boykin, is the Dean of the College of Nursing at FAU, located in Boca
Raton, Florida.

17. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts reported in the consolidated balance sheet for accounts receivable, accounts payable and accrued expenses approximate fair value because of their short duration of maturity. The carrying amounts
of the revolving credit note and term notes approximate fair value because the interest rate is tied to a quoted variable index. The fair value of the 2007 Swap Agreement is based on valuation models using current market rates.



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

18. UNAUDITED QUARTERLY RESULTS OF OPERATIONS



The following table presents a summary of the Companys unaudited quarterly operating results for each of the four quarters in 2007 and 2006. This information was derived from unaudited interim financial statements that have been
prepared on a basis consistent with the consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of such information when read in conjunction with our audited
financial statements and accompanying notes. The operating results for any quarter are not necessarily indicative of results for any future period.



|                                         |  |                    |         |   |                     |   |         |             |  |             |        |  |                 |        |   |               |   |              |   |                 |   |        |  |   |        |  |   |        |  
|---------------------------------------- |  | ------------------ | ------- | - | ------------------- | - | ------- | ----------- |  | ----------- | ------ |  | --------------- | ------ | - | ------------- | - | ------------ | - | --------------- | - | ------ |  | - | ------ |  | - | ------ | -
|                                         |  | Quarters Ended     |        
|(in thousands, except per share amounts) |  | Dec. 30,2007(1)(2) |         |   | Sept. 30,2007(1)(3) |   |         | July 1,2007 |  | Apr. 1,2007 |        |  | Dec. 31,2006(4) |        |   | Sept. 24,2006 |   | June 25,2006 |   | Mar. 26,2006(5) |  
|Service revenues                         |  | $                  | 143,178 |   |                     | $ | 154,690 |             |  | $           | 93,953 |  | $               | 90,518 |   |               | $ | 99,527       |   |                 | $ | 95,646 |  | $ | 95,268 |  | $ | 95,009 |  
|Gross profit                             |  |                    | 35,215  |   |                     |   | 37,019  |             |  |             | 23,030 |  |                 | 21,035 |   |               |   | 23,462       |   |                 |   | 21,742 |  |   | 21,158 |  |   | 19,714 |  
|Net income (loss)                        |  |                    | (963    | ) |                     |   | (1,744  | )           |  |             | 1,719  |  |                 | (69    | ) |               |   | (24,807      | ) |                 |   | 1,084  |  |   | 1,209  |  |   | (4,483 | )
|Basic net income (loss) per share        |  |                    | (0.03   | ) |                     |   | (0.06   | )           |  |             | 0.06   |  |                 |       |   |               |   | (0.82        | ) |                 |   | 0.04   |  |   | 0.04   |  |   | (0.15  | )
|Diluted net income (loss) per share      |  |                    | (0.03   | ) |                     |   | (0.06   | )           |  |             | 0.06   |  |                 |       |   |               |   | (0.82        | ) |                 |   | 0.04   |  |   | 0.04   |  |   | (0.15  | )



|(1) | Includes results of operations of InteliStaf and AMR from July 3, 2007 and September 8, 2007, respectively, the dates the Company assumed control of the acquired
companies.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | In the quarter ended December 30, 2007, the Company recorded a pre-tax charge of $0.2 million related to integration expenses of the InteliStaf acquisition and a non-cash
charge of $0.7 million related to the annual review for impairment of goodwill.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | In the quarter ended September 30, 2007, the Company recorded a pre-tax charge of $3.0 million related to employee severance costs, integration expenses and lease termination
costs of the InteliStaf acquisition and a non-cash charge of $1.9 million related to the write-off of goodwill for four of the branches closed in a restructuring initiative.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | The quarter ended December 31, 2006 contains 14 weeks while all other quarters contained 13 weeks. Included in the net loss for the quarter ended December 31, 2006 is a
pre-tax non-cash goodwill impairment charge of $28.6 million and an after tax non-cash valuation allowance of $7.4 million to the Companys net current and noncurrent deferred tax assets.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | In the quarter ended March 26, 2006, the Company recorded a pre-tax charge of $6.3 million, of which $3.1 million related to employee severance costs, branch closing costs and
lease termination costs and $3.2 million related to the impairment of goodwill for the thirteen branches closed in a restructuring initiative.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Medical Staffing Network
Holdings, Inc.

We have audited the consolidated financial statements of Medical Staffing Network Holdings, Inc. as of
December 30, 2007, and December 31, 2006, and for each of the three years in the period ended December 30, 2007, and have issued our report thereon dated March 5, 2008 (included elsewhere in this Form 10-K). Our audits also
included the financial statement schedule listed in Item 15(a)2 of this Form 10-K. This schedule is the responsibility of the Companys management. Our responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.



/s/ Ernst & Young LLPCertified Public Accountants


Fort Lauderdale, Florida

March 5, 2008



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##### Table of Contents

MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES

SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS



|                                             |  |                              |       |                             |   |                                |  |                         |        |  |                        |        |   |  |   |       
|-------------------------------------------- |  | ---------------------------- | ----- | --------------------------- | - | ------------------------------ |  | ----------------------- | ------ |  | ---------------------- | ------ | - |  | - | ------
|(in thousands)  Description                  |  | Balance atBeginningof Period |       | Charged toCosts andExpenses |   | AmountsRelating toAcquisitions |  | WriteoffsAndAdjustments |        |  | Balance atEndof Period
|Allowance for doubtful accounts:             |  |                              |       |                             |   |                                |  |                         |        |  |                        |        |   |  |   |       
|Year ended December 25, 2005                 |  | $                            | 1,064 |                             | $ | 486                            |  | $                       |       |  | $                      | (778   | ) |  | $ | 772   
|                                             |  |                              |       |                             |   |                                |  |                         |        |  |                        |        |   |  |   |       
|Year ended December 31, 2006                 |  | $                            | 772   |                             | $ | 661                            |  | $                       |       |  | $                      | (288   | ) |  | $ | 1,145 
|                                             |  |                              |       |                             |   |                                |  |                         |        |  |                        |        |   |  |   |       
|Year ended December 30, 2007                 |  | $                            | 1,145 |                             | $ | 642                            |  | $                       | 1,416  |  | $                      | (1,393 | ) |  | $ | 1,810 
|                                             |  |                              |       |                             |   |                                |  |                         |        |  |                        |        |   |  |   |       
|                                             |  |                              |       |                             |  
|(in thousands)  Description                  |  | Balance atBeginningof Period |       | Charged toCosts andExpenses |   | AmountsRelating toAcquisitions |  | WriteoffsAndAdjustments |        |  | Balance atEndof Period
|Valuation allowance for deferred tax assets: |  |                              |       |                             |   |                                |  |                         |        |  |                        |        |   |  |   |       
|Year ended December 31, 2006                 |  | $                            |      |                             | $ | 7,387                          |  | $                       |       |  | $                      |       |   |  | $ | 7,387 
|                                             |  |                              |       |                             |   |                                |  |                         |        |  |                        |        |   |  |   |       
|Year ended December 30, 2007                 |  | $                            | 7,387 |                             | $ | 3,320                          |  | $                       | 13,609 |  | $                      |       |   |  | $ | 24,316
|                                             |  |                              |       |                             |   |                                |  |                         |        |  |                        |        |   |  |   |       



S-2