Exhibit 10.17


**MEDICAL
STAFFING NETWORK, INC.**
  **EMPLOYMENT
AGREEMENT**
  This
EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of the 10th day of March,
2005 among Medical Staffing Network, Inc. (the “Company”), Medical Staffing
Network Holdings, Inc. (“Holdings”) and Gary Peck (the
“Executive”).
  **R
E C I T A L S:**
  WHEREAS,
in consideration of the mutual covenants and agreements contained herein, the
parties hereto agree as follows:
  Section
1.  Employment . The
Company hereby agrees to employ the Executive and the Executive hereby accepts
such employment with the Company, on the terms and subject to the conditions
hereinafter set forth. During the Employment Term (as hereinafter defined), the
Executive shall serve as President of the Company’s Commercial and Professional
Staffing Division and shall have the duties, responsibilities and obligations
reasonably assigned to the Executive by the Chief Executive Officer (“CEO”) and
the Board of Directors of the Company (the “Board”).
  Section
2.  Term . Unless
terminated pursuant to Section 6 hereof, the Executive’s employment hereunder
shall commence on March 10, 2005 (the “Commencement Date”) and shall continue
during the period ending on the third anniversary of the Commencement Date (the
“Initial Employment Term”). The Initial Employment Term shall be extended
automatically without further action by either party by one additional year
(added to the end of the Initial Employment Term) first on the third anniversary
of the Commencement Date, and on each succeeding anniversary thereafter, unless,
not later than ninety (90) days prior to the end of the Initial Employment Term
(or extension thereof), either the Company or the Executive shall have notified
the other in writing of its intention not to renew this Agreement. The Initial
Employment Term, together with any extension thereof pursuant to this Section 2,
shall be referred to as the “Employment Term.”
  Section
3.  Compensation . During
the Employment Term, the Executive shall be entitled to the following
compensation and benefits:
  (a)  Salary . As
compensation for the performance of the Executive’s services hereunder, the
Company shall pay to the Executive a salary of $375,000 per annum with
increases, if any, as may be approved in writing by the Board (the “Salary”).
The Salary shall be payable in accordance with the payroll practices of the
Company as the same shall exist from time to time.
  (b)  Bonus
Pool . During
the Employment Term, the Executive shall be entitled to participate in the
Company’s bonus incentive pool, on such terms as the Board shall approve from
time to time.
  (c)  Other
Compensation Plans . The
Executive shall be entitled to participate in any stock option plans, or other
compensation plans offered by the Company to its officers and
 
 1
 directors,
subject to the terms and conditions contained therein. In addition to the right
to participate in stock options plans described in the preceding sentence, the
Executive shall be granted (i) an option to purchase 125,000 shares of Common
Stock of Holdings on the Commencement Date and (ii) an option to purchase up to
125,000 shares of Common Stock of Holdings upon the Company’s completion of an
acquisition of a non-healthcare company (collectively, the “Option Grants”). The
terms and conditions of the Option Grants shall be set forth in Option
Agreements to be executed by Holdings and the Executive at the time of the
applicable Option Grant.
  (d)  Benefits . The
Executive shall be entitled to participate in health, insurance, pension and
other benefits provided to other similarly situated employees of the Company; provided that the
Executive shall be entitled to Company paid health insurance coverage for the
Executive and his dependents. The Executive shall also be entitled to three (3)
weeks of vacation per annum and shall be entitled to the same number of
holidays, sick days and other benefits as are generally allowed to other
similarly situated employees of the Company in accordance with the Company
policy in effect from time to time.
  (e)  Relocation
Expenses . The
Company shall reimburse the Executive for Relocation Expenses (as defined below)
up to a maximum of $160,000; provided , the
Executive’s right to retain Relocation Expenses reimbursed to him by the Company
shall vest over a period of three years at the rate of 33.33% per year
commencing on the first anniversary of the Commencement Date. If the Executive
terminates his employment without Good Reason (as defined in Section 6(d) below)
within three years after the Commencement Date, the Executive shall pay to the
Company an amount equal to the unvested portion of the Relocation Expenses
within 14 days after the effective date of the Executive’s termination. For
purposes of this Agreement, “Relocation Expenses” means expenses reasonably
incurred by the Executive in connection with (i) travel to and from the Boca
Raton, Florida area to locate and purchase a home, (ii) temporary living
expenses incurred prior to purchasing a home in the Boca Raton, Florida area,
(iii) the sale of the Executive’s existing home in Duluth, GA, (iv) the costs
ancillary to the purchase of a home in the Boca Raton, Florida area, such as
appraisal fees, survey costs and filing fees, and (v) moving personal property
to the Boca Raton, Florida area.
  Section
4.  Exclusivity . During
the Employment Term, the Executive shall devote his full working time to the
business of the Company, shall faithfully serve the Company, shall in all
respects conform to and comply with the lawful and reasonable directions and
instructions given to him in accordance with the terms of this Agreement, shall
use his best efforts to promote and serve the interests of the Company, and
shall not engage in any other business activity, whether or not such activity
shall be engaged in for pecuniary profit, except that the Executive may (i)
participate in the activities of professional trade organizations related to the
business of the Company, (ii) engage in personal investing activities and/or
charitable activities consistent with the Company’s policy regarding investments
(which may change from time to time) or (iii) with the consent of the Board,
serve as a member of the board of directors or advisory boards (or their
equivalents in the case of a non-corporate entity) of non-competing businesses
and charitable organizations, provided that
activities set forth in these clauses (i), (ii), or (iii) either singly or in
the aggregate, do not interfere in any material respect with the services to be
provided by the Executive hereunder.
  2
 Section
5.  Reimbursement
for Expenses . The
Executive is authorized to incur reasonable expenses in the discharge of the
services to be performed hereunder, including expenses for travel,
entertainment, lodging and similar items in accordance with the Company’s
expense reimbursement policy, as the same may be modified by the Board from time
to time. The Company shall reimburse the Executive for all such proper expenses
upon presentation by the Executive of itemized accounts of such expenditures in
accordance with the financial policy of the Company, as in effect from time to
time.
  Section
6.  Termination
and Default.
  (a)  Early
Termination of the Employment Term .
Notwithstanding Section 2 hereof, the Employment Term shall end upon the
earliest to occur of (i) a termination of Executive’s employment due to the Executive’s death,
(ii) a termination by reason of a Disability, where “Disability” shall mean
any physical or mental disability or infirmity that prevents the performance of
Executive’s duties hereunder for a period of 90 consecutive days or 120 days
during any 12-month period, (iii) a termination by the Company with or without
Cause (as defined below), and (iv)  a termination by Executive with or
without Good Reason (as defined below). In the event of termination of the
Executive’s employment for any reason, at the Company’s request, the Executive
shall resign from the Board and the board of directors of any Company
subsidiaries.
  (b)  Termination
due to Death or Disability . The
Executive’s employment shall terminate upon his death, or in the event of a
Disability, upon delivery of written notice to the Executive of such termination
by reason of the Executive’s Disability. Upon such event, the Executive, or
Executive’s estate, as applicable, shall be entitled to receive the amounts
specified in Section 6(f) below. The Board’s reasoned and good faith judgment of
Disability shall be final, binding and conclusive and shall be based on such
competent medical evidence as shall be presented to it by Executive and/or by
any physician or group of physicians or other competent medical expert employed
by Executive or the Company to advise the Board.
  (c)  Termination
by the Company with or without Cause . The
Company may terminate the Executive’s employment at any time, with or without
Cause. Termination of the Executive’s employment hereunder shall be effective
upon delivery of written notice of such termination. For purposes of this
Agreement, “Cause” shall mean: (i) the Executive’s failure, neglect or refusal
(except where due to a Disability) to perform his duties hereunder which
failure, neglect or refusal shall not have been corrected by the Executive
within 10 business days of receipt by the Executive of written notice from the
Company of such failure, neglect or refusal, which notice shall with reasonable
specificity set forth the nature of said failure, neglect or refusal; (ii) any
willful or intentional act of the Executive that has the effect of injuring the
reputation or business of the Company or its affiliates in any material respect;
(iii) the Executive’s use of illegal drugs or repeated drunkenness by the
Executive on Company property; (iv) conviction of, or plea of guilty or nolo
contendere to, the
commission of a felony by the Executive; (v) the commission by the Executive of
an act of fraud or embezzlement against the Company; or (vi) the Executive’s
material breach of any of the covenants provided in Section 7
hereof.
  3
 (d)  Termination
by the Executive for Good Reason . The
Executive may terminate his employment with the Company for Good Reason upon
thirty (30) days written notice, which notice shall specifically set forth the
nature of such Good Reason. The term “Good Reason” shall mean (i) the
substantial and material diminution in the
Executive’s status, duties, or responsibilities then in effect ; (ii)
without the Executive’s consent, the relocation of the Executive’s principal
office location more than fifty (50) miles from its current location in Boca
Raton, Florida; (iii) any material breach of this Agreement; or (iv) the failure
of any successor to assume this Agreement as required under Section 11(a)
hereof. Notwithstanding the occurrence of any such event or circumstance above,
such occurrence shall not be deemed to constitute Good Reason hereunder if,
within the thirty-day notice period, the event or circumstance giving rise to
Good Reason has been fully corrected by the Company.
  (e)  Resignation
by the Executive . The
Executive shall have the right to terminate his employment at any time by giving
thirty (30) days written notice of his resignation.
  (f)  Payments
upon Termination . (i) In the
event that the Executive’s employment terminates for any reason, the Company
shall pay to the Executive all amounts accrued but unpaid hereunder through the
date of termination in respect of Salary and other compensation provided
hereunder, accrued but unused vacation and any unreimbursed expenses. Amounts
owed by the Company in respect of the payments under Section 6(f)(i) hereof or
reimbursement for expenses under the provisions of Section 5 hereof shall be
paid within five (5) business days of any termination.
  (ii)  In the
event the Executive’s employment is terminated by the Company without Cause
(other than upon expiration of the Employment Term pursuant to Section 2 hereof
or a termination under Section 6(b) above), or by the Executive with Good
Reason, in addition to the amounts specified in subsection (i) above, (A) the
Executive shall continue to receive the Salary and other compensation provided
hereunder (less any applicable withholding or similar taxes) at the rate in
effect hereunder on the date of such termination for a period of twelve (12)
months (the “Severance Term”), and (B) to the extent permissible under the
Company’s health plans, during the Severance Term, the Executive shall continue
to receive any health benefits provided to him as of the date of such
termination.
  (iii)  In the
event the Executive’s employment is terminated (A) by the Company without Cause
(other than upon expiration of the Employment Term pursuant to Section 2
hereof), (B) pursuant to Section 6(b) hereof, or (C) by the Executive with Good
Reason, in addition to the amounts specified in subsections (i) and (ii) above,
the Company shall reimburse the Executive for all legal fees, costs, and
expenses (including without limitation, legal fees and expenses on appeal)
incurred by the Executive in enforcing this Agreement.
  (iv)  Payment
of any amounts pursuant to this Section 6(f) shall be expressly conditioned upon
the Executive’s execution of a general waiver and release of claims against the
Company and its officers, directors, agents, and affiliates, unless the Company
does not pay any amounts due to the Executive, and the Executive successfully
enforces this Agreement in court, in which event, the Company shall make such
payments as are required by final court order without requiring the execution of
any waiver or release.
  4
 (g)  Change
in Control . In the
event that within twelve (12) months following a Change in Control, the
Executive’s employment is
terminated by the Company without Cause (other than upon expiration of the
Employment Term pursuant to Section 2 hereof or a termination under Section 6(b)
above), or by the Executive with Good Reason, in addition to amounts provided in
Section 6(f) hereof, the Executive shall be entitled to a lump-sum payment equal
to two (2) times the sum of the Executive’s Salary and other compensation
provided hereunder as then in effect not later than 30 days after the effective
date of the Executive’s termination of employment.  For
purposes of this Agreement, the term “Change in Control” shall
mean:
  (i)  The
acquisition by any individual, entity or group (other than the Company,
Holdings, any employee benefit plan of the Company or Holdings, or Warburg,
Pincus Private Equity VIII, L.P. or any affiliate thereof) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934) of securities representing more than 50% of the voting
securities of the Company or of Holdings entitled to vote generally in the
election of directors, determined on a fully-diluted basis (“Voting
Securities”); provided , however , that
such acquisition shall not constitute a Change in Control hereunder if a
majority of the holders of the Voting Securities immediately prior to such
acquisition retain directly or through ownership of one or more holding
companies, immediately following such acquisition, a majority of the voting
securities entitled to vote generally in the election of directors of the
successor entity;
  (ii)  The date
upon which individuals who as of the date hereof constitute a majority of the
Board (the “Incumbent Board” ) cease to constitute at least a majority of the
Board, provided that any
individual becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company’s or Holdings’ shareholders, was approved
by a vote of at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of the
Incumbent Board; or
  (iii)  Consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company or of
Holdings (a “Business Combination”), in each case, unless, following such
Business Combination, all or substantially all of the individuals or entities
who were the beneficial owners, respectively, of the Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction owns the
Company or Holdings or all or substantially all of the Company’s or Holdings’
assets either directly or through one or more subsidiaries).
  (h)  Payment
In Lieu . In the
event of termination of the Executive’s employment due to the voluntary
resignation by the Executive, the Company may, in its sole and absolute
discretion, at any time after notice of termination has been given by the
Executive, terminate this Agreement, provided that the
Company shall pay to the Executive his then current Salary and continue benefits
provided pursuant to Section 3(d) for the duration of the unexpired notice
period.
  5
 (i)  Parachute
Payments . In the
event that (i) any amount or benefit paid or distributed to the Executive
pursuant to this Agreement, taken together with any amounts or benefits
otherwise paid or distributed to the Executive (collectively, the “Covered
Payments”), are or become subject to the excise tax imposed under Section 4999
of the Internal Revenue Code of 1986, as amended, or any similar tax that may
hereafter be imposed (the “Excise Tax”), and (ii) it would be economically
advantageous to the Executive to reduce such Covered Payments to avoid
imposition of the Excise Tax, the Covered Payments shall be reduced to an amount
which maximizes the aggregate present value (as determined in accordance with
Section 280G(d)(4) of the Code or any successor provision of the Code) of the
Covered Payments without causing the Covered Payments to be subject to the
Excise Tax. The reduction described in this Section 6(i) shall only be made if
the net after-tax amount to be received by the Executive after giving effect to
the reduction will be greater than the net after-tax amount that would be
received by the Executive without the reduction. The Executive shall in his sole
discretion determine which and how much of the Covered Payments shall be
eliminated or reduced consistent with the requirements of this Section
6(i).
  (j)  Survival
of Operative Sections . Upon
any termination of the Executive’s employment, the provisions of Section 6(f)
through Section
6(i) , and
Section 7 through Section 17 of this Agreement shall survive to the extent
necessary to give effect to the provisions thereof.
  Section
7.  Restrictive
Covenants . The
Executive acknowledges and agrees that the agreements and covenants contained in
this Section 7 are (i) reasonable and valid in geographical and temporal scope
and in all other respects, and (ii) essential to protect the value of the
Company’s business and assets and by his employment with the Company, and that
the Executive will obtain knowledge, contacts, know-how, training and experience
and there is a substantial probability that such knowledge, know-how, contacts,
training and experience could be used to the substantial advantage of a
competitor of the Company and to the Company’s substantial detriment. For
purposes of this Section
7 ,
references to the Company shall be deemed to include Holdings.
  (a)  Confidential
Information . At any
time during and after the end of the Employment Term, without the prior written
consent of the Board, except to the extent required by an order of a court
having jurisdiction or under subpoena from an appropriate government agency, in
which event, the Executive shall use his best efforts to consult with the Board
prior to responding to any such order or subpoena, and except as required in the
performance of his duties hereunder, the Executive shall not disclose any
confidential or proprietary trade secrets, customer lists, drawings, designs,
information regarding product development, marketing plans, sales plans,
manufacturing plans, management organization information, operating policies or
manuals, business plans, financial records, packaging design or other financial,
commercial, business or technical information (i) relating to the Company,
or (ii) that the Company or any of its affiliates may receive belonging to
suppliers, customers or others who do business with the Company (“Confidential
Information”). Executive’s obligation under this Section 7(a) shall not apply to
any information which (i) is known publicly; (ii) is in the public domain or
hereafter enters the public domain without the breach of the Executive of this
Section 7(a); (iii) is known to the Executive prior to the Executive’s receipt
of such information from the Company or any of its subsidiaries, as evidenced by
written records of the Executive; or (iv) is disclosed after
 
 6
 termination
of the Executive’s employment to the Executive by a third party not under an
obligation of confidence to the Company.
  (b)  Non-Competition . The
Executive covenants and agrees that, except as provided in this paragraph below,
during the Employment Term and for a period extending to the first anniversary
of the Executive’s termination of employment for any reason, or in the case of a
termination under Section 6(g) hereof a period extending to the third
anniversary of such termination (the “Restricted Period”), with respect to any
jurisdiction in which the Company is engaged in business at the time of such
termination, the Executive shall not, directly or indirectly, individually or
jointly, own any interest in, operate, join, control or participate as a
partner, director, principal, officer, or agent of, enter into the employment
of, act as a consultant to, or perform any services for any entity which
competes to a material extent with the business activities in which the Company
is engaged at the time of such termination or in which business activities the
Company has documented plans to become engaged in and as to which Executive has
knowledge at the time of Executive’s termination of employment, or any entity in
which any such relationship with the Executive would result in the inevitable
use or disclosure of Confidential Information (a “Competing Business”).
Notwithstanding the foregoing, in the event of a termination of employment other
than pursuant to Section 6(g) hereof, at the election of the Company, the
Restricted Period may be extended to a period ending not later than the third
anniversary of the Executive’s termination of employment; provided that
during such extended period, the Company continues to pay the Executive the
Salary (less any applicable withholding or similar taxes) at the rate in effect
hereunder on the date of such termination. Notwithstanding anything herein to
the contrary, this Section 7(b) shall not prevent the Executive from acquiring
as an investment securities representing not more than three percent (3%) of the
outstanding voting securities of any publicly-held corporation. If the Company
does not complete the acquisition of a substantial non-healthcare company during
the first twelve (12) months of the Term of the Executive’s employment, then, in
that event, the Company and the Executive agree that the Executive may elect to
voluntarily resign from the Company, and, in such event, there shall not be any
restrictions on the subsequent employment of the Executive in a competitive
business outside of healthcare staffing industry, and this sub-paragraph (b)
shall not apply.
  (c)  Non-Solicitation;
Non-Interference . During
the Restricted Period, the Executive shall not, directly or indirectly, for his
own account or for the account of any other individual or entity (i)
solicit or induce, or in any manner attempt to solicit or induce, any person
employed by, as agent of, or a service provider to, the Company to terminate
such person’s employment, agency or service, as the case may be, with the
Company; or (ii) divert, or attempt to divert, any person, concern, or entity
from doing business with the Company or any of its subsidiaries, or attempt to
induce any such person, concern or entity to cease being a customer or supplier
of the Company.
  (d)  Non-Disparagement . The
Executive agrees that, except as required by applicable law, or compelled by
process of law, at any time following the date hereof, neither he, nor anyone
acting on his behalf, shall hereafter (i) make any derogatory, disparaging
or critical statement about the Company, or any of the Company’s current
officers, directors, employees, shareholders or lenders or any persons who were
officers, directors, employees, shareholders or lenders of the Company; or
(ii)  without the Company’s prior written consent, communicate,
 
 7
 directly
or indirectly, with the press or other media, concerning the past or present
employees or business of the Company.
    (e)  Return
of Documents . In the
event of the termination of Executive’s employment for any reason, the Executive
shall deliver to the Company all of (i) the property of the Company and
(ii) the documents and data of any nature and in whatever medium of the
Company in his possession, and he shall not take with him any such property,
documents or data or any reproduction thereof, or any documents containing or
pertaining to any Confidential Information.
  (f)  Works
for Hire . The
Executive agrees that the Company shall own all right, title and interest
(including patent rights, copyrights, trade secret rights, mask work rights and
other rights throughout the world) in any inventions, works of authorship, mask
works, ideas or information made or conceived or reduced to practice, in whole
or in part, by the Executive (either alone or with others) during the Employment
Term (“Developments”); provided , however , that
the Company shall not own Developments for which no equipment, supplies,
facility, trade secret information or Confidential Information of the Company
was used and which were developed entirely on Executive’s time, and which do
not relate (A) to the business of the Company or its affiliates or (B) to the
Company’s or its affiliates actual or demonstrably anticipated research or
development, and (ii) which do not result from any work performed by the
Executive for the Company. Subject to the foregoing, Executive will promptly and
fully disclose to the Company, or any persons designated by it, any and all
Developments made or conceived or reduced to practice or learned by the
Executive, either alone or jointly with others during the Employment Term. The
Executive hereby assigns to the Company all right, title and interest in and to
any and all Developments owned by the Company pursuant to the first sentence of
this Section 7(f). The Executive agrees to assist the Company, at the Company’s
expense, to further evidence, record and perfect such assignments, and to
perfect, obtain, maintain, enforce, and defend any rights specified to be so
owned or assigned. The Executive hereby irrevocably designates and appoints the
Company and its agents as attorneys-in-fact to act for and on the Executive’s
behalf to execute and file any document and to do all other lawfully permitted
acts to further the purposes of the foregoing with the same legal force and
effect as if executed by the Executive. In addition, and not in contravention of
any of the foregoing, the Executive acknowledges that all original works of
authorship which are made by him (solely or jointly with others) within the
scope of employment and which are protectable by copyright are “works made for
hire,” as that term is defined in the United States Copyright Act (17 USC § 101). To
the extent allowed by law, this Section 7(f) includes all rights of paternity,
integrity, disclosure and withdrawal and any other rights that may be known as
or referred to as “moral rights” (“Moral Rights”) in respect of the Developments
owned by the Company pursuant to the first sentence of this Section 7(f). To the
extent Executive retains any such Moral Rights under applicable law, the
Executive hereby waives such Moral Rights and consents to any action consistent
with the terms of this Agreement with respect to such Moral Rights, in each
case, to the full extent of such applicable law. The Executive will confirm any
such waivers and consents from time to time as requested by the
Company.
  (g)  Blue
Pencil . If any
court of competent jurisdiction shall at any time deem the duration or the
geographic scope of any of the provisions of this Section 7 unenforceable, the
other provisions of this Section 7 shall nevertheless stand and the duration
and/or geographic scope set forth herein shall be deemed to be the longest
period and/or greatest size permissible by
 
 8
 law under
the circumstances, and the parties hereto agree that such court shall reduce the
time period and/or geographic scope to permissible duration or
size.
  Section
8.  Injunctive
Relief . Without
intending to limit the remedies available to the Company, the Executive
acknowledges that a breach of any of the covenants contained in Section 7 hereof
may result in material irreparable injury to the Company or its subsidiaries or
affiliates for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of such a breach or threat thereof, the Company shall be entitled to obtain a
temporary restraining order and/or a preliminary or permanent injunction,
without the necessity of proving irreparable harm or injury as a result of such
breach or threatened breach of Section 7 hereof, restraining the Executive from
engaging in activities prohibited by Section 7 hereof or such other relief as
may be required specifically to enforce any of the covenants in Section 7
hereof. Notwithstanding any other provision to the contrary, the Restricted
Period shall be tolled during any period of violation of any of the covenants in
Section 7(b) or Section 7(c) hereof and during any other period required for
litigation during which the Company seeks to enforce this covenant against the
Executive if it is ultimately determined that such person was in breach of such
covenants.
  Section
9.  Representations
and Warranties of the Executive . The
Executive represents that:
  (a)  the
Executive is entering into this Agreement voluntarily and that his employment
hereunder and compliance with the terms and conditions hereof will not conflict
with or result in the breach by him of any agreement to which he is a party
or by which he may be bound,
  (b)  he has
not, and in connection with his employment with the Company will not, violate
any non-solicitation or other similar covenant or agreement by which he is or
may be bound, and
  (c)  in
connection with his employment with the Company he will not use any confidential
or proprietary information he may have obtained in connection with employment
with any prior employer.
  Section
10.  Taxes . The
Company may withhold from any payments made under this Agreement all applicable
taxes, including but not limited to income, employment and social insurance
taxes, as shall be required by law.
  Section
11.  Successors
and Assigns; No Third-Party Beneficiaries .
  (a)  The
Company . This
Agreement shall inure to the benefit of and be enforceable by, and may be
assigned by the Company to, any purchaser of all or substantially all of the
Company’s business or assets, any successor to the Company or any assignee
thereof (whether direct or indirect, by purchase, merger, consolidation or
otherwise). The Company will require any such purchaser, successor or assignee
to expressly assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform it if no such
purchase, succession or assignment had taken place.
  9
 (b)  The
Executive . The
Executive’s rights and obligations under this Agreement shall not be
transferable by the Executive by assignment or otherwise, without the prior
written consent of the Company; provided , however , that if
the Executive shall die, all amounts then payable to the Executive hereunder
shall be paid in accordance with the terms of this Agreement to the Executive’s
devisee, legatee or other designee or, if there be no such designee, to the
Executive’s estate.
  Section
12.  Waiver
and Amendments . Any
waiver, alteration, amendment or modification of any of the terms of this
Agreement shall be valid only if made in writing and signed by the parties
hereto; provided , however , that
any such waiver, alteration, amendment or modification is consented to on the
Company’s behalf by the Board. No waiver by either of the parties hereto of
their rights hereunder shall be deemed to constitute a waiver with respect to
any subsequent occurrences or transactions hereunder unless such waiver
specifically states that it is to be construed as a continuing
waiver.
  Section
13.  Severability
and Governing Law . If any
covenants or such other provisions of this Agreement are found to be invalid or
unenforceable by a final determination of a court of competent jurisdiction (a)
the remaining terms and provisions hereof shall be unimpaired and (b) the
invalid or unenforceable term or provision hereof shall be deemed replaced by a
term or provision that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term or provision
hereof. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF FLORIDA (WITHOUT GIVING EFFECT TO THE CHOICE OF LAW
PRINCIPLES THEREOF) APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY
WITHIN SUCH STATE.
  Section
14.  Notices .
  (a)  Every
notice or other communication relating to this Agreement shall be in writing,
and shall be mailed to or delivered to the party for whom it is intended at such
address as may from time to time be designated by it in a notice mailed or
delivered to the other party as herein provided, provided that
unless and until some other address be so designated, all notices or
communications by the Executive to the Company shall be mailed or delivered to
the Company at its principal executive office, and all notices or communications
by the Company to the Executive may be given to the Executive personally or may
be mailed to Executive at the Executive’s last known address, as reflected in
the Company’s records.
  (b)  Any
notice so addressed shall be deemed to be given: (i) if delivered by hand, on
the date of such delivery; (ii) if mailed by courier, on the first business day
following the date of such mailing; and (iii) if mailed by registered or
certified mail, on the third business day after the date of such
mailing.
  Section
15.  Section
Headings . The
headings of the sections and subsections of this Agreement are inserted for
convenience only and shall not be deemed to constitute a part thereof, affect
the meaning or interpretation of this Agreement or of any term or provision
hereof.
  10
 Section
16.  Entire
Agreement . This
Agreement constitutes the entire understanding and agreement of the parties
hereto regarding the employment of the Executive. This Agreement supersedes all
prior negotiations, discussions, correspondence, communications, understandings
and agreements between the parties relating to the subject matter of this
Agreement, including, without limitation, the Original Agreement.
  Section
17.  Counterparts . This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which together shall be considered one and the
same agreement.
 
 [Signatures
appear on the following page.]
   11
  IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
  
 MEDICAL
STAFFING NETWORK, INC.
  By:  /s/
Robert J. Adamson
 Name:
Robert J. Adamson
 Title:
Chairman and Chief Executive Officer
    MEDICAL
STAFFING NETWORK HOLDINGS, INC.
 By:  /s/
Robert J. Adamson
 Name:
Robert J. Adamson
 Title:
Chairman and Chief Executive Officer
 
 
 
 EXECUTIVE
  /s/
Gary Peck
 Gary
Peck
  12