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                                                                   Exhibit 10.19

                        HALL, KINION & ASSOCIATES, INC.

                          [LOGO OF E/2/ HKEQUITYEDGE]

                               CASH EQUITY PLAN


                                   ARTICLE I

                               NAME AND PURPOSE

     1.1  Name.  The name of the Plan is the "Hall, Kinion & Associates, Inc.
e/2/ -hkequityedge Cash Equity Plan."

     1.2  Purpose.  The purpose of the Plan is to provide a meaningful incentive
for employees of, and contractors and suppliers to, Hall, Kinion & Associates,
Inc. (the "Company") to successfully grow its market share and thereby to
increase the Company's revenues and profits.  Ultimately, the purpose of the
Plan is to align the financial interests of Company management with those of the
Company's shareholders.  The objective of the Plan is to share the proceeds from
the sale of equity obtained from the Company's clients as compensation for the
Company's services with those individuals who are responsible for generating the
revenues associated with the particular client and to others performing
important Services for the Company.

                                   ARTICLE II

                              DEFINITIONS OF TERMS

     2.1   General Definitions.  The following words and phrases, when used in
the Plan, unless otherwise specifically defined or unless the context clearly
otherwise requires, shall have the following respective meanings:

          "Account".  Account means a separate account maintained on the books
and records of the Company in which is recorded any options, warrants or shares
of equity securities of a particular client of the Company issued in connection
with the provision of the Company's services and in which an Eligible
Participant is participating.  A separate account shall be established for each
client which has issued a security to the Company in connection with the
Company's provision of services to the client.

          "Award"  The agreement which evidences the grant of an Award under
this Plan to an individual Participant and which sets forth the terms,
conditions and provisions of, and restrictions relating to, such Award.

          "Board"  The Board of Directors of the Company.

Hall, Kinion Cash Equity Plan- 1
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          "Committee"  The Compensation Committee of the Board of Directors or
such other committee of the Board of Directors that is delegated the authority
to administer the Plan.

          "Company"  Hall, Kinion & Associates, Inc., or a successor corporation
to which the majority of the Company's assets are transferred.

          "Disability"  Disability shall mean the inability, with reasonable
accommodation, of an Eligible Participant to perform the principal duties of his
or her employment on  account of a medically determinable physical impairment
that continues for a period of ninety (90) consecutive days and that can be
expected to result in death or last for a continuous period of at least six
months.  Disability shall be determined by a physician selected by the
Committee, whose determination shall be final and binding on all persons.

          "Distribution"  The distribution of cash from the Net Proceeds of the
sale of Shares allocated to an Account to the Participants in such Account.  No
Participant shall have the right to receive any distribution under the Plan
other than cash.

          "Effective Date"  September 21, 2000 or such later date as is
specified by the Board in approving the Plan.

          "Eligible Participant"  An Eligible Participant shall be an Employee
or other person performing Services for the Company who is either an executive
officer, account manager, branch or director level manager, technical recruiting
agent, contractor, supplier or any other similar employee, consultant or
supplier or group of employees, consultants or suppliers performing similar
functions who are identified specifically by the Committee.

          "Employee" means an individual who is in the employ of the Corporation
(or any Parent or Subsidiary), subject to the control and direction of the
employer entity as to both the work to be performed and the manner and method of
performance, and shall include persons who are employed on an assignment-by-
assignment basis.

          "Liquidity Event"  Liquidity Event shall mean, with respect to Shares
allocated to an Account, the date on which the Shares are sold for cash or, if
proceeds other than cash are received in connection with a disposition of
Shares, the date on which such proceeds are sold for cash.  The Committee and
the Company shall have no obligation to dispose of Shares at any particular time
or at any particular price, and the Participants shall be at risk with respect
to any increases or decreases in value until a Liquidity Event occurs.  The
decision to dispose of Shares shall be within the sole discretion of the
Committee.

          "Net Proceeds"  Net Proceeds shall mean the actual net proceeds
received after corporate income taxes upon a disposition of Shares less the
exercise price in the case of options or warrants and any expenses of sale.  If
proceeds consist of property other than cash, the Company shall sell such
property for cash.  The timing of any disposition of Shares or non-cash proceeds
from the disposition of Shares and the price shall be in the absolute and sole
discretion of the Committee, except to the extent otherwise provided herein
after a Terminating Transaction.

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          "Parent" Parent means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, provided each
corporation in the unbroken chain (other than the Company) owns, at the time of
the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

          "Participant"  Participant means an Eligible Participant who is
granted an Award under the Plan.

          "Plan"  The Hall, Kinion & Associates, Inc. Cash Equity Plan and all
amendments, attachments and supplements thereto.

          "Service"  Service means the provision of services to the Company (or
any Parent or Subsidiary) by a person in the capacity of an Employee, a
consultant or independent advisor, except to the extent otherwise specifically
provided in the documents evidencing the Award.  The Committee shall have the
authority to designate a minimum number of hours, a maximum break in service or
other criteria necessary to maintain participation in an Account.

          "Share"  A share of stock or warrant or option to acquire equity
securities of a client of the Company or any successor entity.

          "Subsidiary" Any corporation, partnership, joint venture, limited
liability company or other entity in an unbroken chain beginning with the
Company each of which, other than the last entity in the unbroken chain, owns
50% or more of the total combined voting power of all securities in one of the
other entities in such chain.

     2.2  Other Definitions.  In addition to the above definitions, certain
words and phrases used in the Plan and any Agreement may be defined in other
portions of the Plan or in such Agreement.

     2.3  Conflicts in Plan.  In the case of any conflict in the terms of the
Plan, or between the Plan and an Award, relating to an Award, the provisions in
the Article of the Plan which specifically grants such Award shall control those
in a different Article or in such Award.

                                  ARTICLE III

                                    AWARDS

     3.1  Creation of Accounts.  Upon receipt of Shares in connection with the
provision of services to a Client, the Committee shall establish an Account
related to such Shares and shall specify the Eligible Participants who may
participate in such Account and shall grant an Award to such Eligible
Participants specifying the terms and conditions of the Award and the issuer of
the Shares and the relative participation of each individual Participant.
Awards shall only reflect the percentage participation of an individual
Participant and not all Eligible Participants.  Aggregate participations in an
Account will normally be less than 100%, in which case any unallocated
percentage shall be for the account of the Company.

Hall, Kinion Cash Equity Plan- 3
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     3.2  Grants.  The Committee may grant an Award at such times, in such
amounts, and under such terms and conditions as it deems appropriate.  Grants
may vary in number, frequency, percentage participation and otherwise from other
grants.  The receipt of a grant of an Award in any Account by any Eligible
Participant does not entitle that Eligible Participant or any other person to
receive a grant of an Award in any other Account.

     3.3   Vesting.  In order to receive a Distribution, a Participant in an
Account must be an Employee or performing Services for the Company (or a Parent
or Subsidiary) at the time a Liquidity Event occurs.  In the event that a
Participant is not an Employee or performing Services for the Company at the
time of a Liquidity Event, such person shall forfeit his or her entire interest
in the Account and such interest shall be distributed to the remaining
Participants in such Account at the applicable Distribution Date.
Notwithstanding the above, Participants who are employed on an assignment-by-
assignment basis will be deemed to have ceased Service on the first day on which
Participant has not performed any Service for the Company for a period of twelve
(12) consecutive months. Vesting requirements for independent contractors and
suppliers shall be determined by the Committee and specified in the applicable
Awards.  Upon the occurrence of a Liquidity Event, a Participant shall become
fully vested in his or interest in an Account.

                                  ARTICLE IV

                                  ELIGIBILITY

     4.1  Issues Determined by the Committee.  The Participants and the grants
they receive under the Plan shall be determined by the Committee in its sole
discretion.  In making its determinations, the Committee shall consider past,
present and expected future contributions of Eligible Participants and potential
Eligible Participants.

                                   ARTICLE V

                                ADMINISTRATION

     5.1  Committee.  The Plan shall be administered by the Committee.

     5.2  Authority.  Subject to the terms of the Plan, the Committee shall have
sole discretionary authority to:

          (a) Determine the individuals to whom Awards are granted, the type of
awards and amounts to be granted, the date of issuance and duration of all such
grants;

          (b) Determine the terms, conditions and provisions of, and
restrictions relating to, each Award granted;

          (c) Interpret and construe the Plan and all Agreements;

          (d) Prescribe, amend and rescind rules and regulations relating to the
Plan;

          (e) Determine the content and form of all Agreements;

Hall, Kinion Cash Equity Plan- 4
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          (f) Determine all questions relating to Awards under the Plan;

          (g) Maintain accounts, records and ledgers relating to Awards;

          (h) Maintain records concerning its decisions and proceedings;

          (i) Determine the timing of the disposition of Shares;

          (j) Employ agents, attorneys, accountants, consultants or other
persons for such purposes as the Committee considers necessary or desirable; and

          (k) Do and perform all acts that it may deem necessary or appropriate
for the administration of the Plan and carry out the purposes of the Plan.

     5.3  Decisions of Committee.  All decisions made by the Committee pursuant
to the provisions hereof shall be final and binding on all persons.

                                  ARTICLE VI

                     AMENDMENT AND TERMINATION OF THE PLAN

     6.1  Power of Board.  Subject to Section 6.3, the Board may amend the Plan
at any time and from time to time as it deems necessary.

     6.2  Termination.  Subject to Section 6.3, the Plan may be terminated at
any time by the Board.

     6.3  General.  Subject to provisions of Section 6.4, the amendment or
termination of the Plan shall not adversely affect a Participant's rights to or
under any Award granted prior to such amendment or termination.

     6.4  Committee's Right.  Except as may be provided in an Award, any Award
granted may be converted, modified, forfeited, or canceled, prospectively or
retroactively, in whole or in part, by the Committee in its sole discretion,
provided, however, subject to Section 6.5, no such action may impair the rights
of any Participant without his or her consent.  Except as may be provided in an
Award, the Committee may, in its sole and absolute discretion, in whole or in
part, waive any restrictions or conditions applicable to, or accelerate the
vesting of, any Award.

     6.5  Termination of Benefits Under Certain Conditions.  The Committee, in
its sole discretion, may cancel any unexpired, unpaid, or deferred Award at any
time if the Participant is not in compliance with all applicable provisions of
the Plan or with any Award.

Hall, Kinion Cash Equity Plan- 5
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                                  ARTICLE VII

                           TERMINATION OF EMPLOYMENT

     7.1  Death or Disability.  In the event of death or Disability, the
Participant, or his or her estate or personal representative shall become fully
vested in Awards granted to the Participant.

     7.2  Termination.  In the event of voluntary termination of employment or
Service or involuntary termination of employment or Service with or without
cause, all Awards to such Participant shall be canceled and forfeited and the
percentage interest held in an Account or Accounts by such Participant shall be
allocated among the remaining Participants in the applicable Account or Accounts
on a pro rata basis.  If there are no other Participants, the entire interest in
the Account shall be allocated to the Company.

     7.3  Exceptions.  Termination of employment or Service excludes a
termination and immediate employment by a Parent or Subsidiary.  Participants
who are employed on an assignment-by-assignment basis will be deemed to have
ceased Service on the first day on which Participant has not performed any
Service for the Company for a period of twelve (12) consecutive months.
Termination of Service for independent contractors and suppliers shall be
determined by the Committee and specified in the applicable Awards.

                                 ARTICLE VIII

                              GENERAL PROVISIONS

     8.1   Withholding.  The Company shall, at the time any Distribution is made
under the Plan, withhold from such Distribution any amount necessary to satisfy
federal, state and local tax withholding requirements with respect to such
distribution or exercise of an Award.

     8.2   Nontransferability.  Unless otherwise determined by the Committee,
(i) no Award granted under the Plan may be transferred or assigned by the
Participant to whom it was granted, except pursuant to the laws of descent and
distribution, or pursuant to a domestic relations order.

     8.3   Governing Law.  The Plan and each Award shall be construed and
administered in accordance with the laws of the State of Delaware.

     8.4   No Employment Contract.  Neither the adoption of the Plan nor any
Award granted hereunder shall confer upon any Employee the right to continued
employment nor shall the Plan or any Award interfere in any way with the right
of the Company to terminate the employment of any of its Employees at any time.

     8.5   No Effect on Other Benefits.  The receipt of Awards under the Plan
shall have no effect on any other benefits to which a Participant may be
entitled from the Company, under another plan or otherwise, or preclude a
Participant from receiving any such benefits.

Hall, Kinion Cash Equity Plan- 6
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     8.6   Terminating Transactions.  Upon the dissolution or liquidation of the
Company, upon a reorganization, merger or consolidation of the Company with one
or more entities as a result of which holders of the outstanding voting stock of
the Company prior to the transaction do not own a majority of the outstanding
voting stock of the combined entity, or upon a sale of substantially all the
property of the Company or the acquisition of stock representing more than 50%
of the voting power of the then outstanding securities of the Company by another
entity or person or persons acting in concert (any of which shall be deemed
hereunder to constitute a "Terminating Transaction"), all Awards granted under
                           -----------------------
the Plan shall become immediately vested and the Committee shall seek to dispose
of all Shares contained in an Account at the earliest possible time following
completion of the Terminating Transaction.

     8.7   No Rights as a Stockholder.  No Eligible Participant who has been
granted an Award shall have any rights as a stockholder with respect to any
Shares covered by the Award.

Hall, Kinion Cash Equity Plan- 7
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                                                                Award Number ___

                                AWARD AGREEMENT
                                   UNDER THE
                           HALL, KINION & ASSOCIATES

                          [LOGO OF E/2/ HKEQUITYEDGE]

                               CASH EQUITY PLAN

     This Award Agreement (the "Agreement") is made as of
                                ---------                ______________, __
(the "Date of Grant") by and between Hall, Kinion & Associates, Inc.,
      -------------
a Delaware corporation (the "Company"), and
                             -------        -------------------------------
("Participant").
  -----------

                                   Recitals

     WHEREAS, the Company has adopted the Hall, Kinion & Associates, Inc.
e/2/ - hkequityedge Cash Equity Plan (the "Plan"), which Plan is attached
                                    ----
hereto and incorporated herein by reference and made a part of this Agreement
(all capitalized terms used herein without definition shall have the meaning
given to them in the Plan); and

     WHEREAS, the purpose of the Plan is to provide a meaningful incentive for
employees of, and independent contractors and suppliers to the Company to
successfully grow its market share, and thereby to increase the Company's
revenues and profits.  The objective of the Plan is to share the proceeds from
the sale of equity obtained from the Company's clients as compensation for the
Company's services with those individuals who are responsible for generating the
revenues associated with the particular client and to others performing
important Services for the Company.

     WHEREAS, Participant is an Eligible Participant, and the Company has
determined that it would be to the advantage and interest of the Company and its
stockholders to grant the Award provided for herein to Participant under the
Plan as an inducement to remain in the Service of the Company, a Parent, or a
Subsidiary and as an incentive for increased efforts during such service.

                                   Agreement

     NOW, THEREFORE, in consideration of the foregoing recitals and the terms,
conditions, and covenants contained herein, the parties hereto hereby agree as
follows:

     1.  Grant of Award.  The Company hereby grants to Participant a _____
percent (__%) interest in _____ the Net proceeds received upon disposition of
shares of [[___]] stock represented by [[describe security]] issued by
[[describe issuer]] (the "Shares") and held in an Account ("Account Interest"),
                          ------                            ----------------
on the terms and conditions hereinafter set forth.


NOTICE OF EXERCISE OF AWARD
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     2.  Terms and Payment of Awards.  If Participant is an Employee or is
providing Services to the Company or a Parent or Subsidiary on the date of a
Liquidity Event, the Participant shall be fully vested in his or her Account
Interest.  The value of such Account Interest shall be paid to Participant at
the end of the Company's fiscal quarter during which the Liquidity Event occurs.
If the employment or Service of Participant is terminated voluntarily or
involuntarily with or without cause (other than as a result of death or
Disability) prior to the date of a Liquidity Event, Participant's Account
Interest shall be cancelled and forfeited and allocated among the remaining
Participants in the Account on a pro rata basis.  If a Participant's employment
or Service is terminated due to death or Disability or a Terminating Transaction
occurs, the Participant's Account interest shall become fully vested and will
not be subject to forfeiture.  Participant shall not have the right to receive
payment of this Award other than in cash following a Liquidity Event.
Participants who are employed on an assignment-by-assignment basis will be
deemed to have ceased Service on the first day on which Participant has not
performed any Service for the Company for a period of twelve (12) consecutive
months. [Describe vesting requirements for independent contractors and
suppliers]]

     3.  Liquidity Event.  Liquidity Event shall mean with respect to Shares,
the date on which the Shares are sold for cash or, if proceeds other than cash
are received in connection with a disposition of Shares, the date on which such
proceeds are sold for cash.  The Committee and the Company shall have no
obligation to dispose of Shares at any particular time or at any particular
price, and the Participant acknowledges that he or she shall be at risk with
respect to any increases or decreases in value until a Liquidity Event occurs.
The decision to dispose of Shares shall be within the sole discretion of the
Committee.  Participant acknowledges that he or she has no right to compel the
Company to dispose of Shares or any right to seek compensation for a reduction
in the value of an Award due to a drop in the market price of Shares.
Participant acknowledges that Shares may consist of equity interests in issuers
as to which the chances of success are remote and that an Account Interest may
never have any value and that any potential value may require years to realize.

     4.  Restrictions on Assignment or Transfer.  Neither this Award nor any
right hereunder shall be transferable by Participant otherwise than by will or
the laws of descent and distribution.  In the event of any attempt by
Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of
this Award or of any right hereunder except as provided herein, or in the event
of the levy of any attachment, execution, or similar process upon the rights or
interest hereby conferred, this Award shall thereupon become null and void and
of no effect.  Under such rules and regulations as the Board or the Committee
may establish pursuant to the terms of the Plan, a beneficiary may be designated
with respect to this Award in the event of the death of Participant.  If the
estate of Participant is the beneficiary with respect to this Award, any rights
with respect to this Award may be transferred to the person or entity (including
a trust) entitled thereto under the will of Participant or pursuant to the laws
of descent and distribution.

     5.  Participant's Employment and Noncompetition Obligations.  Participant
agrees that, during the period of his or her employment by the Company or a
Parent or Subsidiary, he or she shall faithfully and to the best of his or her
ability devote his or her time, energy, or skill to the service of the Company
or a Parent or Subsidiary, and to the promotion of its interests, subject to
vacations, military service leave, sick leave, and other bona fide absences in
accordance with the regular policies and practices of, or any written agreement
between

Hall, Kinion Cash Equity Plan- 9
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Participant and the Company or a Parent or Subsidiary that employs Participant.
Subject to any contrary terms of any written employment contract, the Company or
the Subsidiary that employs Participant shall have the right to terminate or
change the terms of employment of Participant at any time and for any reason
whatsoever or for no reason.

     6.  Notices.  All notices, consents, requests, instructions, approvals, and
other communications under this Agreement shall be in writing and shall be
deemed to have been delivered (i) on the date indicated on the return receipt as
the date of delivery or refusal if mailed by registered or certified mail,
postage prepaid, return receipt requested; (ii) upon courier confirmation of
receipt if sent by overnight courier; (iii) when receipt is acknowledged when
sent or delivered by telex or facsimile; and (iv) upon delivery at the addresses
set forth below. A party may change its address for notice upon giving notice of
such change in accordance with the provisions of this Section 6.

     7.  Finality of Decision.  All decisions of the Board or the Committee upon
any question arising under the Plan or under this Award shall be final and
binding.

     8.  Participation in Other Plans.  Nothing herein contained shall affect
Participant's right to participate in and receive benefits from and in
accordance with the then current provisions of any pension, insurance, or other
stock option or employment welfare plan or program of the Company.

     9.  Binding Effect of Agreement.  Except as specifically set forth to the
contrary herein, this Award shall be binding upon and inure to the benefit of
any successors or assigns of the Company or Participant.

     10.  Agreement Subject to Plan.  This Award is entered into pursuant to,
and is subject to, the provisions of the Plan and it is intended to and shall be
interpreted in a manner that will comply therewith.  In the event of a conflict
between any provision of this Award and the Plan, the provisions of the Plan
shall govern.  Capitalized terms not otherwise defined herein shall have the
meanings given them in the Plan.

     11.  Governing Law.  The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of Delaware.

     12.  Withholding Taxes.  By accepting this Award, Participant, for himself
or herself and his or her transferees by will or the laws of descent and
distribution, agrees that upon payment of amounts due pursuant to this Award, if
requested by the Company, remit to the Company or permit the Company to withhold
from amounts payable hereunder, all or any part of an amount in cash determined
by the Company in its discretion to be sufficient to satisfy federal, state, and
local withholding tax requirements that the Company, or its counsel, determine
may be payable with respect to such exercise.

     13.  Participant as General Unsecured Creditor; ERISA Status.  The Plan
constitutes a mere promise by the Company to pay amounts in the future.  The
Company and Participant intend and agree that the arrangement under the Plan is
unfunded for tax purposes, and that the Plan is not an "employee pension benefit
plan" under Title I of the Employee Retirement Income Security Act of 1974, as
amended, because it is a bonus program described in

Hall, Kinion Cash Equity Plan- 10
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the Department of Labor Regulation Section 2510.3-2(c). Participants and their
beneficiaries have the status of general unsecured creditors of the Company and
have no rights to any specific assets of the Company under the Plan.

     14.  Severability  If a court of competent jurisdiction holds any provision
of this Agreement or the Plan to be unenforceable, the remaining provisions of
this Award shall continue to be effective.

     IN WITNESS WHEREOF, the Company has caused this instrument to be executed
on its behalf, and Participant has heretofore set his or her hand, effective the
day and year first above written, which is the date of grant of this Award.


                              HALL, KINION & ASSOCIATES, INC.

                              By:
                                 ------------------------------------------

                              Title:
                                    ---------------------------------------

                              PARTICIPANT

                              ---------------------------------------------

                              Address:
                                      -------------------------------------

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Hall, Kinion Cash Equity Plan- 11