
<PAGE>   1
ON ASSIGNMENT, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================












                            EFFECTIVE JANUARY 1, 1998


















                               COPYRIGHT (C) 1997
                      BY COMPENSATION RESOURCE GROUP, INC.
                               ALL RIGHTS RESERVED


<PAGE>   2



ON ASSIGNMENT, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                                                                            PAGE
                                                                                            ----

<S>                                                                                         <C>
PURPOSE .......................................................................................1


ARTICLE 1       DEFINITIONS....................................................................1


ARTICLE 2       SELECTION, ENROLLMENT, ELIGIBILITY.............................................7

         2.1    SELECTION BY COMMITTEE.........................................................7
         2.2    ENROLLMENT REQUIREMENTS........................................................7
         2.3    ELIGIBILITY; COMMENCEMENT OF PARTICIPATION.....................................7
         2.4    TERMINATION OF PARTICIPATION AND/OR DEFERRALS..................................7

ARTICLE 3        DEFERRAL COMMITMENTS/COMPANY MATCHING/CREDITING TAXES.........................7

         3.1    MINIMUM DEFERRALS..............................................................7
         3.2    MAXIMUM DEFERRAL...............................................................8
         3.3    ELECTION TO DEFER; EFFECT OF ELECTION FORM.....................................8
         3.4    WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS.........................................9
         3.5    ANNUAL COMPANY CONTRIBUTION AMOUNT.............................................9
         3.6    INVESTMENT OF TRUST ASSETS.....................................................9
         3.7    VESTING........................................................................9
         3.8    CREDITING/DEBITING OF ACCOUNT BALANCES.........................................9
         3.9    FICA AND OTHER TAXES..........................................................12
         3.10   DISTRIBUTIONS.................................................................12

ARTICLE 4        SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL
                 ELECTION; 401(K) ROLL-OVER...................................................12

         4.1    SHORT-TERM PAYOUT.............................................................12
         4.2    OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM................................13
         4.3    WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.........13
         4.4    WITHDRAWAL ELECTION...........................................................13

ARTICLE 5        RETIREMENT BENEFIT...........................................................14

         5.1    RETIREMENT BENEFIT............................................................14
         5.2    PAYMENT OF RETIREMENT BENEFIT.................................................14
         5.3    DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT...............................14
</TABLE>

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ON ASSIGNMENT, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================


<TABLE>
<CAPTION>

<S>     <C>                                                                                  <C>
ARTICLE 6       PRE-RETIREMENT SURVIVOR BENEFIT...............................................14

         6.1    PRE-RETIREMENT SURVIVOR BENEFIT...............................................14
         6.2    PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT....................................14

ARTICLE 7       TERMINATION BENEFIT...........................................................15

         7.1    TERMINATION BENEFIT...........................................................15
         7.2    PAYMENT OF TERMINATION BENEFIT................................................15

ARTICLE 8       DISABILITY WAIVER AND BENEFIT.................................................15

         8.1    DISABILITY WAIVER.............................................................15
         8.2    CONTINUED ELIGIBILITY; DISABILITY BENEFIT.....................................16

ARTICLE 9       BENEFICIARY DESIGNATION.......................................................16

         9.1    BENEFICIARY...................................................................16
         9.2    BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT..............................16
         9.3    ACKNOWLEDGEMENT...............................................................17
         9.4    NO BENEFICIARY DESIGNATION....................................................17
         9.5    DOUBT AS TO BENEFICIARY.......................................................17
         9.6    DISCHARGE OF OBLIGATIONS......................................................17

ARTICLE 10      LEAVE OF ABSENCE..............................................................17

         10.1   PAID LEAVE OF ABSENCE.........................................................17
         10.2   UNPAID LEAVE OF ABSENCE.......................................................18

ARTICLE 11      TERMINATION, AMENDMENT OR MODIFICATION........................................18

         11.1   TERMINATION...................................................................18
         11.2   AMENDMENT.....................................................................19
         11.3   PLAN AGREEMENT................................................................19
         11.4   EFFECT OF PAYMENT.............................................................19

ARTICLE 12      ADMINISTRATION................................................................19

         12.1   COMMITTEE DUTIES..............................................................19
         12.2   AGENTS........................................................................20
         12.3   BINDING EFFECT OF DECISIONS...................................................20
         12.4   INDEMNITY OF COMMITTEE........................................................20
         12.5   EMPLOYER INFORMATION..........................................................20
</TABLE>

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ON ASSIGNMENT, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================

<TABLE>
<CAPTION>
<S>                                                                                          <C>
ARTICLE 13      OTHER BENEFITS AND AGREEMENTS.................................................20

         13.1   COORDINATION WITH OTHER BENEFITS..............................................20

ARTICLE 14      CLAIMS PROCEDURES.............................................................20

         14.1   PRESENTATION OF CLAIM.........................................................20
         14.2   NOTIFICATION OF DECISION......................................................21
         14.3   REVIEW OF A DENIED CLAIM......................................................21
         14.4   DECISION ON REVIEW............................................................21
         14.5   LEGAL ACTION..................................................................22

ARTICLE 15      TRUST.........................................................................23

         15.1   ESTABLISHMENT OF THE TRUST....................................................23
         15.2   INTERRELATIONSHIP OF THE PLAN AND THE TRUST...................................23
         15.3   DISTRIBUTIONS FROM THE TRUST..................................................23

ARTICLE 16      MISCELLANEOUS.................................................................23

         16.1   STATUS OF PLAN................................................................23
         16.2   UNSECURED GENERAL CREDITOR....................................................23
         16.3   EMPLOYER'S LIABILITY..........................................................23
         16.4   NONASSIGNABILITY..............................................................24
         16.5   NOT A CONTRACT OF EMPLOYMENT..................................................24
         16.6   FURNISHING INFORMATION........................................................24
         16.7   TERMS.........................................................................24
         16.8   CAPTIONS......................................................................24
         16.9   GOVERNING LAW.................................................................24
         16.10  NOTICE........................................................................25
         16.11  SUCCESSORS....................................................................25
         16.12  SPOUSE'S INTEREST.............................................................25
         16.13  VALIDITY......................................................................25
         16.14  INCOMPETENT...................................................................25
         16.15  COURT ORDER...................................................................25
         16.16  DISTRIBUTION IN THE EVENT OF TAXATION.........................................26
         16.17  INSURANCE.....................................................................26
         16.18  LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL..........................26
</TABLE>

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                                      iii

<PAGE>   5




ON ASSIGNMENT, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================


                               ON ASSIGNMENT, INC.


                           DEFERRED COMPENSATION PLAN


                            Effective January 1, 1998


                                     PURPOSE


        The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated Employees and Directors who
contribute materially to the continued growth, development and future business
success of On Assignment, Inc., a Delaware corporation, and its subsidiaries, if
any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and
for purposes of Title I of ERISA.


                                    ARTICLE 1
                                   DEFINITIONS


        For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1     "Account Balance" shall mean, with respect to a Participant, a credit on
        the records of the Employer equal to the sum of (i) the Deferral Account
        balance and (ii) the Company Contribution Account balance. The Account
        Balance, and each other specified account balance, shall be a
        bookkeeping entry only and shall be utilized solely as a device for the
        measurement and determination of the amounts to be paid to a
        Participant, or his or her designated Beneficiary, pursuant to this
        Plan.

1.2     "Annual Bonus" shall mean any compensation, in addition to Base Annual
        Salary relating to services performed during any calendar year, whether
        or not paid in such calendar year or included on the Federal Income Tax
        Form W-2 for such calendar year, payable to a Participant as an Employee
        under any Employer's annual bonus and cash incentive plans, excluding
        stock options.

1.3     "Annual Company Contribution Amount" shall mean, for any one Plan Year,
        the amount determined in accordance with Section 3.5.

1.4     "Annual Deferral Amount" shall mean that portion of a Participant's Base
        Annual Salary, Annual Bonus and Directors Fees that a Participant elects
        to have, and is deferred, in accordance with Article 3, for any one Plan
        Year. In the event of a Participant's Retirement, Disability (if
        deferrals cease in accordance with Section 8.1), death or a Termination
        of Employment prior to the end of a Plan Year, such year's Annual
        Deferral Amount shall be the actual amount withheld prior to such event.


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                                      -1-

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ON ASSIGNMENT, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================


1.5     "Annual Installment Method" shall be an Annual Installment payment over
        the number of years selected by the Participant in accordance with this
        Plan, calculated as follows: The Account Balance of the Participant
        shall be calculated as of the close of business on the last business day
        of the year. The Annual Installment shall be calculated by multiplying
        this balance by a fraction, the numerator of which is one, and the
        denominator of which is the remaining number of annual payments due the
        Participant. By way of example, if the Participant elects a 10 year
        Annual Installment Method, the first payment shall be 1/10 of the
        Account Balance, calculated as described in this definition. The
        following year, the payment shall be 1/9 of the Account Balance,
        calculated as described in this definition. Each Annual Installment
        shall be paid on or as soon as practicable after the last business day
        of the applicable year.

1.6     "Base Annual Salary" shall mean the annual cash compensation relating to
        services performed during any calendar year, whether or not paid in such
        calendar year or included on the Federal Income Tax Form W-2 for such
        calendar year, excluding bonuses, commissions, overtime, fringe
        benefits, stock options, relocation expenses, incentive payments,
        non-monetary awards, directors fees and other fees, automobile and other
        allowances paid to a Participant for employment services rendered
        (whether or not such allowances are included in the Employee's gross
        income). Base Annual Salary shall be calculated before reduction for
        compensation voluntarily deferred or contributed by the Participant
        pursuant to all qualified or non-qualified plans of any Employer and
        shall be calculated to include amounts not otherwise included in the
        Participant's gross income under Code Sections 125, 402(e)(3), 402(h),
        or 403(b) pursuant to plans established by any Employer; provided,
        however, that all such amounts will be included in compensation only to
        the extent that, had there been no such plan, the amount would have been
        payable in cash to the Employee.

1.7     "Beneficiary" shall mean one or more persons, trusts, estates or other
        entities, designated in accordance with Article 9, that are entitled to
        receive benefits under this Plan upon the death of a Participant.

1.8     "Beneficiary Designation Form" shall mean the form established from time
        to time by the Committee that a Participant completes, signs and returns
        to the Committee to designate one or more Beneficiaries.

1.9     "Board" shall mean the board of directors of the Company.

1.10    "Change in Control" shall mean the first to occur of any of the
        following events:

        (a)     Any "person" (as that term is used in Section 13 and 14(d)(2) of
                the Securities Exchange Act of 1934 ("Exchange Act")) becomes
                the beneficial owner (as that term is used in Section 13(d) of
                the Exchange Act), directly or indirectly, of 50% or more of the
                Company's capital stock entitled to vote in the election of
                directors;

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<PAGE>   7

ON ASSIGNMENT, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================

        (b)     During any period of not more than two consecutive years, not
                including any period prior to the adoption of this Plan,
                individuals who at the beginning of such period constitute the
                board of directors of the Company, and any new director (other
                than a director designated by a person who has entered into an
                agreement with the Company to effect a transaction described in
                clause (a), (c), (d) or (e) of this Section 1.10) whose election
                by the board of directors or nomination for election by the
                Company's stockholders was approved by a vote of at least
                three-fourths (3/4ths) of the directors then still in office who
                either were directors at the beginning of the period or whose
                election or nomination for election was previously so approved,
                cease for any reason to constitute at least a majority thereof;

        (c)     The shareholders of the Company approve any consolidation or
                merger of the Company, other than a consolidation or merger of
                the Company in which the holders of the common stock of the
                Company immediately prior to the consolidation or merger hold
                more than 50% of the common stock of the surviving corporation
                immediately after the consolidation or merger;

        (d)     The shareholders of the Company approve any plan or proposal for
                the liquidation or dissolution of the Company; or

        (e)     The shareholders of the Company approve the sale or transfer of
                all or substantially all of the assets of the Company to parties
                that are not within a "controlled group of corporations" (as
                defined in Code Section 1563) in which the Company is a member.

1.11    "Claimant" shall have the meaning set forth in Section 14.1.

1.12    "Code" shall mean the Internal Revenue Code of 1986, as it may be
        amended from time to time.

1.13    "Committee" shall mean the committee described in Article 12.

1.14    "Company" shall mean On Assignment, Inc., a Delaware corporation, and
        any successor to all or substantially all of the Company's assets or
        business.

1.15    "Company Contribution Account" shall mean (i) the sum of the
        Participant's Annual Company Contribution Amounts, plus (ii) amounts
        credited in accordance with all the applicable crediting provisions of
        this Plan that relate to the Participant's Company Contribution Account,
        less (iii) all distributions made to the Participant or his or her
        Beneficiary pursuant to this Plan that relate to the Participant's
        Company Contribution Account.

1.16    "Deduction Limitation" shall mean the following described limitation on
        a benefit that may otherwise be distributable pursuant to the provisions
        of this Plan. Except as otherwise provided, this limitation shall be
        applied to all distributions that are "subject to the Deduction
        Limitation"


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                                      -3-

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ON ASSIGNMENT, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================



        under this Plan. If an Employer determines in good faith prior to a
        Change in Control that there is a reasonable likelihood that any
        compensation paid to a Participant for a taxable year of the Employer
        would not be deductible by the Employer solely by reason of the
        limitation under Code Section 162(m), then to the extent deemed
        necessary by the Employer to ensure that the entire amount of any
        distribution to the Participant pursuant to this Plan prior to the
        Change in Control is deductible, the Employer may defer all or any
        portion of a distribution under this Plan. Any amounts deferred pursuant
        to this limitation shall continue to be credited/debited with additional
        amounts in accordance with Section 3.8 below, even if such amount is
        being paid out in installments. The amounts so deferred and amounts
        credited thereon shall be distributed to the Participant or his or her
        Beneficiary (in the event of the Participant's death) at the earliest
        possible date, as determined by the Employer in good faith, on which the
        deductibility of compensation paid or payable to the Participant for the
        taxable year of the Employer during which the distribution is made will
        not be limited by Section 162(m), or if earlier, the effective date of a
        Change in Control. Notwithstanding anything to the contrary in this
        Plan, the Deduction Limitation shall not apply to any distributions made
        after a Change in Control. 

1.17    "Deferral Account" shall mean (i) the sum of all of a Participant's
        Annual Deferral Amounts, plus (ii) amounts credited in accordance with
        all the applicable crediting provisions of this Plan that relate to the
        Participant's Deferral Account, less (iii) all distributions made to the
        Participant or his or her Beneficiary pursuant to this Plan that relate
        to his or her Deferral Account.

1.18    "Director" shall mean any member of the board of directors of any
        Employer.

1.19    "Directors Fees" shall mean the annual fees paid by any Employer,
        including retainer fees and meetings fees, as compensation for serving
        on the board of directors.

1.20    "Disability" shall mean a period of disability during which a
        Participant qualifies for permanent disability benefits under the
        Participant's Employer's long-term disability plan, or, if a Participant
        does not participate in such a plan, a period of disability during which
        the Participant would have qualified for permanent disability benefits
        under such a plan had the Participant been a participant in such a plan,
        as determined in the sole discretion of the Committee. If the
        Participant's Employer does not sponsor such a plan, or discontinues to
        sponsor such a plan, Disability shall be determined by the Committee in
        its sole discretion.

1.21    "Disability Benefit" shall mean the benefit set forth in Article 8.

1.22    "Election Form" shall mean the form established from time to time by the
        Committee that a Participant completes, signs and returns to the
        Committee to make an election under the Plan.

1.23    "Employee" shall mean a person who is an employee of any Employer.

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                                      -4-

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ON ASSIGNMENT, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================



1.24    "Employer(s)" shall mean the Company and/or any of its subsidiaries (now
        in existence or hereafter formed or acquired) that have been selected by
        the Board to participate in the Plan and have adopted the Plan as a
        sponsor.

1.25    "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
        as it may be amended from time to time.

1.26    "Participant" shall mean any Employee or Director (i) who is selected to
        participate in the Plan, (ii) who elects to participate in the Plan,
        (iii) who signs a Plan Agreement, an Election Form and a Beneficiary
        Designation Form, (iv) whose signed Plan Agreement, Election Form and
        Beneficiary Designation Form are accepted by the Committee, (v) who
        commences participation in the Plan, and (vi) whose Plan Agreement has
        not terminated. A spouse or former spouse of a Participant shall not be
        treated as a Participant in the Plan or have an account balance under
        the Plan, even if he or she has an interest in the Participant's
        benefits under the Plan as a result of applicable law or property
        settlements resulting from legal separation or divorce. 

1.27    "Plan" shall mean the Company's Deferred Compensation Plan, which shall
        be evidenced by this instrument and by each Plan Agreement, as they may
        be amended from time to time. 

1.28    "Plan Agreement" shall mean a written agreement, as may be amended from
        time to time, which is entered into by and between an Employer and a
        Participant. Each Plan Agreement executed by a Participant and the
        Participant's Employer shall provide for the entire benefit to which
        such Participant is entitled under the Plan; should there be more than
        one Plan Agreement, the Plan Agreement bearing the latest date of
        acceptance by the Employer shall supersede all previous Plan Agreements
        in their entirety and shall govern such entitlement. The terms of any
        Plan Agreement may be different for any Participant, and any Plan
        Agreement may provide additional benefits not set forth in the Plan or
        limit the benefits otherwise provided under the Plan; provided, however,
        that any such additional benefits or benefit limitations must be agreed
        to by both the Employer and the Participant. 

1.29    "Plan Year" shall mean a period beginning on January 1 of each calendar
        year and continuing through December 31 of such calendar year. 

1.30    "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
        Article 6. 

1.31    "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
        Employee, severance from employment from all Employers for any reason
        other than a leave of absence, death or Disability on or after the
        earlier of the attainment of (a) age sixty-five (65) or (b) age
        fifty-five (55) with ten (10) Years of Service; and shall mean with
        respect to a Director who is not an Employee, severance of his or her
        directorships with all Employers on or after the later of (y) the
        attainment of age seventy (70), or (z) in the sole discretion of the
        Committee, an age later than age seventy (70). 


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                                      -5-

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ON ASSIGNMENT, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================



        If a Participant is both an Employee and a Director, Retirement shall
        not occur until he or she Retires as both an Employee and a Director,
        which Retirement shall be deemed to be a Retirement as a Director;
        provided, however, that such a Participant may elect, at least three
        years prior to Retirement and in accordance with the policies and
        procedures established by the Committee, to Retire for purposes of this
        Plan at the time he or she Retires as an Employee, which Retirement
        shall be deemed to be a Retirement as an Employee.

1.32    "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.33    "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.34    "Termination Benefit" shall mean the benefit set forth in Article 7.

1.35    "Termination of Employment" shall mean the severing of employment with
        all Employers, or service as a Director of all Employers, voluntarily or
        involuntarily, for any reason other than Retirement, Disability, death
        or an authorized leave of absence. If a Participant is both an Employee
        and a Director, a Termination of Employment shall occur only upon the
        termination of the last position held; provided, however, that such a
        Participant may elect, at least three years before Termination of
        Employment and in accordance with the policies and procedures
        established by the Committee, to be treated for purposes of this Plan as
        having experienced a Termination of Employment at the time he or she
        ceases employment with an Employer as an Employee.

1.36    "Trust" shall mean one or more trusts established pursuant to that
        certain Master Trust Agreement, dated as of ________ 1, 199_ between the
        Company and the trustee named therein, as amended from time to time.

1.37    "Unforeseeable Financial Emergency" shall mean an unanticipated
        emergency that is caused by an event beyond the control of the
        Participant that would result in severe financial hardship to the
        Participant resulting from (i) a sudden and unexpected illness or
        accident of the Participant or a dependent of the Participant, (ii) a
        loss of the Participant's property due to casualty, or (iii) such other
        extraordinary and unforeseeable circumstances arising as a result of
        events beyond the control of the Participant, all as determined in the
        sole discretion of the Committee.

1.38    "Years of Service" shall mean the total number of full years in which a
        Participant has been employed by one or more Employers. For purposes of
        this definition, a year of employment shall be a 365 day period (or 366
        day period in the case of a leap year) that, for the first year of
        employment, commences on the Employee's date of hiring and that, for any
        subsequent year, commences on an anniversary of that hiring date. Any
        partial year of employment shall not be counted.


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ON ASSIGNMENT, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================




                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY


2.1     SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a
        select group of management and highly compensated Employees and
        Directors of the Employers, as determined by the Committee in its sole
        discretion. From that group, the Committee shall select, in its sole
        discretion, Employees and Directors to participate in the Plan.

2.2     ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
        Employee or Director shall complete, execute and return to the Committee
        a Plan Agreement, an Election Form and a Beneficiary Designation Form,
        all within 30 days after he or she is selected to participate in the
        Plan. In addition, the Committee shall establish from time to time such
        other enrollment requirements as it determines in its sole discretion
        are necessary.

2.3     ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an Employee or
        Director selected to participate in the Plan has met all enrollment
        requirements set forth in this Plan and required by the Committee,
        including returning all required documents to the Committee within the
        specified time period, that Employee or Director shall commence
        participation in the Plan on the first day of the month following the
        month in which the Employee or Director completes all enrollment
        requirements. If an Employee or a Director fails to meet all such
        requirements within the period required, in accordance with Section 2.2,
        that Employee or Director shall not be eligible to participate in the
        Plan until the first day of the Plan Year following the delivery to and
        acceptance by the Committee of the required documents.

2.4     TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Committee
        determines in good faith that a Participant no longer qualifies as a
        member of a select group of management or highly compensated employees,
        as membership in such group is determined in accordance with Sections
        201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
        right, in its sole discretion, to (i) terminate any deferral election
        the Participant has made for the remainder of the Plan Year in which the
        Participant's membership status changes, (ii) prevent the Participant
        from making future deferral elections and/or (iii) immediately
        distribute the Participant's then Account Balance as a Termination
        Benefit and terminate the Participant's participation in the Plan.



                                    ARTICLE 3
           DEFERRAL COMMITMENTS/COMPANY CONTRIBUTIONS/CREDITING/TAXES


3.1      MINIMUM DEFERRALS.

         (a)    BASE ANNUAL SALARY, ANNUAL BONUS AND DIRECTOR'S FEES. For each
                Plan Year, a Participant may elect to defer, as his or her
                Annual Deferral Amount, Base Annual Salary, 


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ON ASSIGNMENT, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================


               Annual Bonus and/or Director's Fees in the following minimum
               amounts for each deferral elected: 
<TABLE>
<CAPTION>

                     -----------------------------------------------------
                              DEFERRAL                 MINIMUM AMOUNT
                     -----------------------------------------------------
<S>                                                        <C>   
                          Base Annual Salary            $   2,000
                          Annual Bonus                  $   2,000
                          Directors Fees                $       0
                     -----------------------------------------------------
</TABLE>

               If an election is made for less than stated minimum amounts, or
               if no election is made, the amount deferred shall be zero.


        (b)    SHORT PLAN YEAR. Notwithstanding the foregoing, if a Participant
               first becomes a Participant after the first day of a Plan Year,
               the minimum Base Annual Salary deferral shall be an amount equal
               to the minimum set forth above, multiplied by a fraction, the
               numerator of which is the number of complete months remaining in
               the Plan Year and the denominator of which is 12.


3.2      MAXIMUM DEFERRAL.

        (a)    BASE ANNUAL SALARY, ANNUAL BONUS AND DIRECTORS FEES. For each
               Plan Year, a Participant may elect to defer, as his or her Annual
               Deferral Amount, Base Annual Salary, Annual Bonus and/or
               Directors Fees up to the following maximum percentages for each
               deferral elected:

                     ---------------------------- -------------------------
                              DEFERRAL                 MAXIMUM AMOUNT
                     ---------------------------- -------------------------
                          Base Annual Salary                 100%
                          Annual Bonus                       100%
                          Directors Fees                     100%
                     ---------------------------- -------------------------

        (b)    Notwithstanding the foregoing, if a Participant first becomes a
               Participant after the first day of a Plan Year, the maximum
               Annual Deferral Amount, with respect to Base Annual Salary,
               Annual Bonus and Directors Fees shall be limited to the amount of
               compensation not yet earned by the Participant as of the date the
               Participant submits a Plan Agreement and Election Form to the
               Committee for acceptance.


3.3      ELECTION TO DEFER; EFFECT OF ELECTION FORM.

        (a)    FIRST PLAN YEAR. In connection with a Participant's commencement
               of participation in the Plan, the Participant shall make an
               irrevocable deferral election for the Plan Year in which the
               Participant commences participation in the Plan, along with such
               other elections as the Committee deems necessary or desirable
               under the Plan. For these elections to be valid, 


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ON ASSIGNMENT, INC.
Deferred Compensation Plan
Master Plan Document
================================================================================

  
                the Election Form must be completed and signed by the
                Participant, timely delivered to the Committee (in accordance
                with Section 2.2 above) and accepted by the Committee.

        (b)     SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, an
                irrevocable deferral election for that Plan Year, and such other
                elections as the Committee deems necessary or desirable under
                the Plan, shall be made by timely delivering to the Committee,
                in accordance with its rules and procedures, before the end of
                the Plan Year preceding the Plan Year for which the election is
                made, a new Election Form. If no such Election Form is timely
                delivered for a Plan Year, the Annual Deferral Amount shall be
                zero for that Plan Year.

3.4     WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year, the Base
        Annual Salary portion of the Annual Deferral Amount shall be withheld
        from each regularly scheduled Base Annual Salary payroll in equal
        amounts, as adjusted from time to time for increases and decreases in
        Base Annual Salary. The Annual Bonus and/or Directors Fees portion of
        the Annual Deferral Amount shall be withheld at the time the Annual
        Bonus or Directors Fees are or otherwise would be paid to the
        Participant, whether or not this occurs during the Plan Year itself.

3.5     ANNUAL COMPANY CONTRIBUTION AMOUNT. For each Plan Year, an Employer, in
        its sole discretion, may, but is not required to, credit any amount it
        desires to any Participant's Company Contribution Account under this
        Plan, which amount shall be for that Participant the Annual Company
        Contribution Amount for that Plan Year. The amount so credited to a
        Participant may be smaller or larger than the amount credited to any
        other Participant, and the amount credited to any Participant for a Plan
        Year may be zero, even though one or more other Participants receive an
        Annual Company Contribution Amount for that Plan Year. The Annual
        Company Contribution Amount, if any, shall be credited as of the last
        day of the Plan Year. If a Participant is not employed by an Employer as
        of the last day of a Plan Year other than by reason of his or her
        Retirement or death while employed, the Annual Company Contribution
        Amount for that Plan Year shall be zero.

3.6     INVESTMENT OF TRUST ASSETS. The Trustee of the Trust shall be
        authorized, upon written instructions received from the Committee or
        investment manager appointed by the Committee, to invest and reinvest
        the assets of the Trust in accordance with the applicable Trust
        Agreement, including the disposition of stock and reinvestment of the
        proceeds in one or more investment vehicles designated by the Committee.


3.7     VESTING. A Participant shall at all times be 100% vested  in his or her
        Account Balance.

3.8     CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject
        to, the rules and procedures that are established from time to time by
        the Committee, in its sole discretion, amounts

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        shall be credited or debited to a Participant's Account Balance in
        accordance with the following rules:

        (a)     ELECTION OF MEASUREMENT FUNDS. A Participant, in connection with
                his or her initial deferral election in accordance with Section
                3.3(a) above, shall elect, on the Election Form, one or more
                Measurement Fund(s) (as described in Section 3.8(c) below) to be
                used to determine the additional amounts to be credited to his
                or her Account Balance for the first calendar quarter or portion
                thereof in which the Participant commences participation in the
                Plan and continuing thereafter for each subsequent calendar
                quarter in which the Participant participates in the Plan,
                unless changed in accordance with the next sentence. Commencing
                with the first calendar quarter that follows the Participant's
                commencement of participation in the Plan and continuing
                thereafter for each subsequent calendar quarter in which the
                Participant participates in the Plan, no later than the next to
                last business day of the calendar quarter, the Participant may
                (but is not required to) elect, by submitting an Election Form
                to the Committee that is accepted by the Committee, to add or
                delete one or more Measurement Fund(s) to be used to determine
                the additional amounts to be credited to his or her Account
                Balance, or to change the portion of his or her Account Balance
                allocated to each previously or newly elected Measurement Fund.
                If an election is made in accordance with the previous sentence,
                it shall apply to the next calendar quarter and continue
                thereafter for each subsequent calendar quarter in which the
                Participant participates in the Plan, unless changed in
                accordance with the previous sentence.

        (b)     PROPORTIONATE ALLOCATION. In making any election described in
                Section 3.8(a) above, the Participant shall specify on the
                Election Form, in increments of five percentage points (5%), the
                percentage of his or her Account Balance to be allocated to a
                Measurement Fund (as if the Participant was making an investment
                in that Measurement Fund with that portion of his or her Account
                Balance).

        (c)     MEASUREMENT FUNDS. The Participant may elect one or more of the
                following measurement funds, based on certain measurement funds
                (the "Measurement Funds"), for the purpose of crediting
                additional amounts to his or her Account Balance:

               (1)    John Hancock International Equities Portfolio (described
                      as a mutual fund seeking to achieve long-term growth of
                      capital by investing primarily in foreign securities);


               (2)    John Hancock Small Cap Growth Portfolio (described as a
                      mutual fund which seeks long-term growth of capital
                      through a diversified portfolio investing primarily in
                      common stocks of small-sized emerging growth companies);


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               (3)    John Hancock Large Cap Growth Portfolio (described as a
                      mutual fund which seeks to achieve above-average capital
                      appreciation through ownership of common stocks and
                      convertible securities of companies believed to offer
                      above-average capital appreciation opportunities);

               (4)    John Hancock Growth & Income Portfolio (described as a
                      mutual fund which seeks to achieve intermediate and
                      long-term growth of capital, with income as a secondary
                      consideration, through investment principally in common
                      stocks of companies believed to offer growth potential
                      over both the intermediate and the long-term); and

               (5)    John Hancock Money Market Portfolio (described as a mutual
                      fund which seeks maximum current income consistent with
                      capital preservation and liquidity through high-quality
                      money market instruments).

               As necessary, the Committee may, in its sole discretion,
               discontinue, substitute or add a Measurement Fund. Each such
               action will take effect as of the first day of the calendar
               quarter that follows by thirty (30) days the day on which the
               Committee gives Participants advance written notice of such
               change.

        (d)    CREDITING OR DEBITING METHOD. The performance of each elected
               Measurement Fund (either positive or negative) will be
               determined by the Committee, in its sole discretion, based on
               the performance of the Measurement Funds themselves. A
               Participant's Account Balance shall be credited or debited on a
               daily basis based on the performance of each Measurement Fund
               selected by the Participant, as determined by the Committee in
               its sole discretion, as though (i) a Participant's Account
               Balance were invested in the Measurement Fund(s) selected by the
               Participant, in the percentages applicable to such calendar
               quarter, as of the close of business on the first business day
               of such calendar quarter, at the closing price on such date;
               (ii) the portion of the Annual Deferral Amount that was actually
               deferred during any calendar quarter were invested in the
               Measurement Fund(s) selected by the Participant, in the
               percentages applicable to such calendar quarter, no later than
               the close of business on the third business day after the day on
               which such amounts are actually deferred from the Participant's
               Base Annual Salary through reductions in his or her payroll, at
               the closing price on such date; and (iii) any distribution made
               to a Participant that decreases such Participant's Account
               Balance ceased being invested in the Measurement Fund(s), in the
               percentages applicable to such calendar quarter, no earlier than
               three business days prior to the distribution, at the closing
               price on such date.

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        (e)    NO ACTUAL INVESTMENT. Notwithstanding any other provision of 
               this Plan that may be interpreted to the contrary, the
               Measurement Funds are to be used for measurement purposes only,
               and a Participant's election of any such Measurement Fund, the
               allocation to his or her Account Balance thereto, the calculation
               of additional amounts and the crediting or debiting of such
               amounts to a Participant's Account Balance shall not be
               considered or construed in any manner as an actual investment of
               his or her Account Balance in any such Measurement Fund. In the
               event that the Company or the Trustee (as that term is defined in
               the Trust), in its own discretion, decides to invest funds in any
               or all of the Measurement Funds, no Participant shall have any
               rights in or to such investments themselves. Without limiting the
               foregoing, a Participant's Account Balance shall at all times be
               a bookkeeping entry only and shall not represent any investment
               made on his or her behalf by the Company or the Trust; the
               Participant shall at all times remain an unsecured creditor of
               the Company.

3.9     FICA AND OTHER TAXES. For each Plan Year in which an Annual Deferral
        Amount is being withheld from, or an Annual Company Contribution Amount
        is being first credited to, a Participant, the Participant's Employer(s)
        shall withhold from that portion of the Participant's Base Annual Salary
        and Bonus that is not being deferred, in a manner determined by the
        Employer(s), the Participant's share of FICA and other employment taxes
        on such Annual Deferral Amount. If necessary, the Committee may reduce
        the Account Balance in order to comply with this Section 3.9.

3.10    DISTRIBUTIONS. The Participant's Employer(s), or the trustee of the
        Trust, shall withhold from any payments made to a Participant under this
        Plan all federal, state and local income, employment and other taxes
        required to be withheld by the Employer(s), or the trustee of the Trust,
        in connection with such payments, in amounts and in a manner to be
        determined in the sole discretion of the Employer(s) and the trustee of
        the Trust.



                                    ARTICLE 4
   SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION


4.1     SHORT-TERM PAYOUT. In connection with each election to defer an Annual
        Deferral Amount, a Participant may irrevocably elect to receive a future
        "Short-Term Payout" from the Plan with respect to such Annual Deferral
        Amount. Subject to the Deduction Limitation, the Short-Term Payout shall
        be a lump sum payment in an amount that is equal to the Annual Deferral
        Amount plus amounts credited or debited in the manner provided in
        Section 3.8 above on that amount, determined at the time that the
        Short-Term Payout becomes payable (rather than the date of a Termination
        of Employment). Subject to the Deduction Limitation and the other terms
        and 



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        conditions of this Plan, each Short-Term Payout elected shall be
        paid out during a period beginning 1 day and ending 60 days after the
        last day of any Plan Year designated by the Participant that is at least
        five Plan Years after the Plan Year in which the Annual Deferral Amount
        is actually deferred. By way of example, if a five year Short-Term
        Payout is elected for Annual Deferral Amounts that are deferred in the
        Plan Year commencing January 1, 1998, the five year Short-Term Payout
        would become payable during a 60 day period commencing January 1, 2004.


4.2     OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur
        that triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral
        Amount, plus amounts credited or debited thereon, that is subject to a
        Short-Term Payout election under Section 4.1 shall not be paid in
        accordance with Section 4.1 but shall be paid in accordance with the
        other applicable Article.


4.3     WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.
        If the Participant experiences an Unforeseeable Financial Emergency, the
        Participant may petition the Committee to (i) suspend any deferrals
        required to be made by a Participant and/or (ii) receive a partial or
        full payout from the Plan. The payout shall not exceed the lesser of the
        Participant's Account Balance, calculated as if such Participant were
        receiving a Termination Benefit, or the amount reasonably needed to
        satisfy the Unforeseeable Financial Emergency. If, subject to the sole
        discretion of the Committee, the petition for a suspension and/or payout
        is approved, suspension shall take effect upon the date of approval and
        any payout shall be made within 60 days of the date of approval. The
        payment of any amount under this Section 4.3 shall not be subject to the
        Deduction Limitation.


4.4     WITHDRAWAL ELECTION. A Participant (or, after a Participant's death, his
        or her Beneficiary) may elect, at any time, to withdraw all of his or
        her Account Balance, calculated as if there had occurred a Termination
        of Employment as of the day of the election, less a withdrawal penalty
        equal to 10% of such amount (the net amount shall be referred to as the
        "Withdrawal Amount"). This election can be made at any time, before or
        after Retirement, Disability, death or Termination of Employment, and
        whether or not the Participant (or Beneficiary) is in the process of
        being paid pursuant to an installment payment schedule. If made before
        Retirement, Disability or death, a Participant's Withdrawal Amount shall
        be his or her Account Balance calculated as if there had occurred a
        Termination of Employment as of the day of the election. No partial
        withdrawals of the Withdrawal Amount shall be allowed. The Participant
        (or his or her Beneficiary) shall make this election by giving the
        Committee advance written notice of the election in a form determined
        from time to time by the Committee. The Participant (or his or her
        Beneficiary) shall be paid the Withdrawal Amount within 60 days of his
        or her election. Once the Withdrawal Amount is paid, the Participant's
        participation in the Plan shall terminate and the Participant shall not
        be eligible to participate in the Plan in the future. The payment of
        this Withdrawal Amount shall not be subject to the Deduction Limitation.


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                                    ARTICLE 5
                               RETIREMENT BENEFIT


5.1     RETIREMENT BENEFIT. Subject to the Deduction Limitation, a Participant
        who Retires shall receive, as a Retirement Benefit, his or her Account
        Balance.

5.2     PAYMENT OF RETIREMENT BENEFIT. A Participant, in connection with his or
        her commencement of participation in the Plan, shall elect on an
        Election Form to receive the Retirement Benefit in a lump sum or
        pursuant to an Annual Installment Method of 5, 10 or 15 years. The
        Participant may annually change his or her election to an allowable
        alternative payout period by submitting a new Election Form to the
        Committee, provided that any such Election Form is submitted at least 2
        years prior to the Participant's Retirement and is accepted by the
        Committee in its sole discretion. The Election Form most recently
        accepted by the Committee shall govern the payout of the Retirement
        Benefit. If a Participant does not make any election with respect to the
        payment of the Retirement Benefit, then such benefit shall be payable in
        a lump sum. The lump sum payment shall be made, or installment payments
        shall commence, no later than 60 days after the date the Participant
        Retires. Any payment made shall be subject to the Deduction Limitation.

5.3     DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT. If a Participant dies
        after Retirement but before the Retirement Benefit is paid in full, the
        Participant's unpaid Retirement Benefit payments shall continue and
        shall be paid to the Participant's Beneficiary (a) over the remaining
        number of years and in the same amounts as that benefit would have been
        paid to the Participant had the Participant survived, or (b) in a lump
        sum, if requested by the Beneficiary and allowed in the sole discretion
        of the Committee, that is equal to the Participant's unpaid remaining
        Account Balance.



                                    ARTICLE 6
                         PRE-RETIREMENT SURVIVOR BENEFIT


6.1     PRE-RETIREMENT SURVIVOR BENEFIT. Subject to the Deduction Limitation,
        the Participant's Beneficiary shall receive a Pre-Retirement Survivor
        Benefit equal to the Participant's Account Balance if the Participant
        dies before he or she Retires, experiences a Termination of Employment
        or suffers a Disability.


6.2     PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. A Participant, in connection
        with his or her commencement of participation in the Plan, shall elect
        on an Election Form whether the Pre-Retirement Survivor Benefit shall be
        received by his or her Beneficiary in a lump sum or pursuant to an
        Annual Installment Method of 5, 10 or 15 years. The Participant may
        annually change this election to an allowable alternative payout period
        by submitting a new Election 


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        Form to the Committee, which form must be accepted by the Committee in
        its sole discretion. The Election Form most recently accepted by the
        Committee prior to the Participant's death shall govern the payout of
        the Participant's Pre-Retirement Survivor Benefit. If a Participant does
        not make any election with respect to the payment of the Pre-Retirement
        Survivor Benefit, then such benefit shall be paid in a lump sum. Despite
        the foregoing, if the Participant's Account Balance at the time of his
        or her death is less than $25,000, payment of the Pre-Retirement
        Survivor Benefit may be made, in the sole discretion of the Committee,
        in a lump sum or pursuant to an Annual Installment Method of not more
        than 60 years. The lump sum payment shall be made, or installment
        payments shall commence, no later than 60 days after the date the
        Committee is provided with proof that is satisfactory to the Committee
        of the Participant's death. Any payment made shall be subject to the
        Deduction Limitation.


                                    ARTICLE 7
                               TERMINATION BENEFIT


7.1     TERMINATION BENEFIT. Subject to the Deduction Limitation, the
        Participant shall receive a Termination Benefit, which shall be equal to
        the Participant's Account Balance if a Participant experiences a
        Termination of Employment prior to his or her Retirement, death or
        Disability.


7.2     PAYMENT OF TERMINATION BENEFIT. If the Participant's Account Balance at
        the time of his or her Termination of Employment is less than $25,000,
        payment of his or her Termination Benefit shall be paid in a lump sum.
        If his or her Account Balance at such time is equal to or greater than
        that amount, the Committee, in its sole discretion, may cause the
        Termination Benefit to be paid in a lump sum or in substantially equal
        Annual Installment payments over a period of time that does not exceed
        five years in duration. The lump sum payment shall be made, or
        installment payments shall commence, no later than 60 days after the
        date the date of the Participant's Termination of Employment. Any
        payment made shall be subject to the Deduction Limitation.



                                    ARTICLE 8
                          DISABILITY WAIVER AND BENEFIT


8.1      DISABILITY WAIVER.

        (a)     WAIVER OF DEFERRAL. A Participant who is determined by the
                Committee to be suffering from a Disability shall be excused
                from fulfilling that portion of the Annual Deferral Amount
                commitment that would otherwise have been withheld from a
                Participant's Base Annual Salary, Annual Bonus and/or Directors
                Fees for the Plan Year during which the Participant first
                suffers a Disability. During the period of Disability, the
                Participant shall not be allowed to make any additional deferral


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               elections,  but will continue to be considered a Participant
               for all other purposes of this Plan.

        (b)     RETURN TO WORK. If a Participant returns to employment, or
                service as a Director, with an Employer, after a Disability
                ceases, the Participant may elect to defer an Annual Deferral
                Amount for the Plan Year following his or her return to
                employment or service and for every Plan Year thereafter while a
                Participant in the Plan; provided such deferral elections are
                otherwise allowed and an Election Form is delivered to and
                accepted by the Committee for each such election in accordance
                with Section 3.3 above.

8.2     CONTINUED ELIGIBILITY; DISABILITY BENEFIT. A Participant suffering a
        Disability shall, for benefit purposes under this Plan, continue to be
        considered to be employed, or in the service of an Employer as a
        Director, and shall be eligible for the benefits provided for in
        Articles 4, 5, 6 or 7 in accordance with the provisions of those
        Articles. Notwithstanding the above, the Committee shall have the right
        to, in its sole and absolute discretion and for purposes of this Plan
        only, and must in the case of a Participant who is otherwise eligible to
        Retire, deem the Participant to have experienced a Termination of
        Employment, or in the case of a Participant who is eligible to Retire,
        to have Retired, at any time (or in the case of a Participant who is
        eligible to Retire, as soon as practicable) after such Participant is
        determined to be suffering a Disability, in which case the Participant
        shall receive a Disability Benefit equal to his or her Account Balance
        at the time of the Committee's determination; provided, however, that
        should the Participant otherwise have been eligible to Retire, he or she
        shall be paid in accordance with Article 5. The Disability Benefit shall
        be paid in a lump sum within 60 days of the Committee's exercise of such
        right. Any payment made shall be subject to the Deduction Limitation.




                                    ARTICLE 9
                             BENEFICIARY DESIGNATION


9.1     BENEFICIARY. Each Participant shall have the right, at any time, to
        designate his or her Beneficiary(ies) (both primary as well as
        contingent) to receive any benefits payable under the Plan to a
        beneficiary upon the death of a Participant. The Beneficiary designated
        under this Plan may be the same as or different from the Beneficiary
        designation under any other plan of an Employer in which the Participant
        participates.


9.2     BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant shall
        designate his or her Beneficiary by completing and signing the
        Beneficiary Designation Form, and returning it to the Committee or its
        designated agent. A Participant shall have the right to 



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        change a Beneficiary by completing, signing and otherwise complying with
        the terms of the Beneficiary Designation Form and the Committee's rules
        and procedures, as in effect from time to time. If the Participant names
        someone other than his or her spouse as a Beneficiary, a spousal
        consent, in the form designated by the Committee, must be signed by that
        Participant's spouse and returned to the Committee. Upon the acceptance
        by the Committee of a new Beneficiary Designation Form, all Beneficiary
        designations previously filed shall be canceled. The Committee shall be
        entitled to rely on the last Beneficiary Designation Form filed by the
        Participant and accepted by the Committee prior to his or her death.

9.3     ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary
        shall be effective until received and acknowledged in writing by the
        Committee or its designated agent.

9.4     NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
        Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
        designated Beneficiaries predecease the Participant or die prior to
        complete distribution of the Participant's benefits, then the
        Participant's designated Beneficiary shall be deemed to be his or her
        surviving spouse. If the Participant has no surviving spouse, the
        benefits remaining under the Plan to be paid to a Beneficiary shall be
        payable to the executor or personal representative of the Participant's
        estate.

9.5     DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper
        Beneficiary to receive payments pursuant to this Plan, the Committee
        shall have the right, exercisable in its discretion, to cause the
        Participant's Employer to withhold such payments until this matter is
        resolved to the Committee's satisfaction.

9.6     DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
        Beneficiary shall fully and completely discharge all Employers and the
        Committee from all further obligations under this Plan with respect to
        the Participant, and that Participant's Plan Agreement shall terminate
        upon such full payment of benefits.



                                   ARTICLE 10
                                LEAVE OF ABSENCE


10.1    PAID LEAVE OF ABSENCE. If a Participant is authorized by the
        Participant's Employer for any reason to take a paid leave of absence
        from the employment of the Employer, the Participant shall continue to
        be considered employed by the Employer and the Annual Deferral Amount
        shall continue to be withheld during such paid leave of absence in
        accordance with Section 3.3.


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10.2    UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the
        Participant's Employer for any reason to take an unpaid leave of absence
        from the employment of the Employer, the Participant shall continue to
        be considered employed by the Employer and the Participant shall be
        excused from making deferrals until the earlier of the date the leave of
        absence expires or the Participant returns to a paid employment status.
        Upon such expiration or return, deferrals shall resume for the remaining
        portion of the Plan Year in which the expiration or return occurs, based
        on the deferral election, if any, made for that Plan Year. If no
        election was made for that Plan Year, no deferral shall be withheld.



                                   ARTICLE 11
                     TERMINATION, AMENDMENT OR MODIFICATION


11.1    TERMINATION. Although each Employer anticipates that it will continue
        the Plan for an indefinite period of time, there is no guarantee that
        any Employer will continue the Plan or will not terminate the Plan at
        any time in the future. Accordingly, each Employer reserves the right to
        discontinue its sponsorship of the Plan and/or to terminate the Plan at
        any time with respect to any or all of its participating Employees and
        Directors, by action of its board of directors. Upon the termination of
        the Plan with respect to any Employer, the Plan Agreements of the
        affected Participants who are employed by that Employer, or in the
        service of that Employer as Directors, shall terminate and their Account
        Balances, determined as if they had experienced a Termination of
        Employment on the date of Plan termination or, if Plan termination
        occurs after the date upon which a Participant was eligible to Retire,
        then with respect to that Participant as if he or she had Retired on the
        date of Plan termination, shall be paid to the Participants as follows:
        Prior to a Change in Control, if the Plan is terminated with respect to
        all of its Participants, an Employer shall have the right, in its sole
        discretion, and notwithstanding any elections made by the Participant,
        to pay such benefits in a lump sum or pursuant to an Annual Installment
        Method of up to 15 years, with amounts credited and debited during the
        installment period as provided herein. If the Plan is terminated with
        respect to less than all of its Participants, an Employer shall be
        required to pay such benefits in a lump sum. After a Change in Control,
        the Employer shall be required to pay such benefits in a lump sum. The
        termination of the Plan shall not adversely affect any Participant or
        Beneficiary who has become entitled to the payment of any benefits under
        the Plan as of the date of termination; provided however, that the
        Employer shall have the right to accelerate installment payments without
        a premium or prepayment penalty by paying the Account Balance in a lump
        sum or pursuant to an Annual Installment Method using fewer years
        (provided that the present value of all payments that will have been
        received by a Participant at any given point of time under the different
        payment schedule shall equal or exceed the present value 


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        of all payments that would have been received at that point in time
        under the original payment schedule).


11.2    AMENDMENT. Any Employer may, at any time, amend or modify the Plan in
        whole or in part with respect to that Employer by the action of its
        board of directors; provided, however, that no amendment or modification
        shall be effective to decrease or restrict the value of a Participant's
        Account Balance in existence at the time the amendment or modification
        is made, calculated as if the Participant had experienced a Termination
        of Employment as of the effective date of the amendment or modification
        or, if the amendment or modification occurs after the date upon which
        the Participant was eligible to Retire, the Participant had Retired as
        of the effective date of the amendment or modification. The amendment or
        modification of the Plan shall not affect any Participant or Beneficiary
        who has become entitled to the payment of benefits under the Plan as of
        the date of the amendment or modification; provided, however, that the
        Employer shall have the right to accelerate installment payments by
        paying the Account Balance in a lump sum or pursuant to an Annual
        Installment Method using fewer years (provided that the present value of
        all payments that will have been received by a Participant at any given
        point of time under the different payment schedule shall equal or exceed
        the present value of all payments that would have been received at that
        point in time under the original payment schedule).


11.3    PLAN AGREEMENT. Despite the provisions of Sections 11.1 and 11.2 above,
        if a Participant's Plan Agreement contains benefits or limitations that
        are not in this Plan document, the Employer may only amend or terminate
        such provisions with the consent of the Participant.


11.4    EFFECT OF PAYMENT. The full payment of the applicable benefit under
        Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
        obligations to a Participant and his or her designated Beneficiaries
        under this Plan and the Participant's Plan Agreement shall terminate.


                                   ARTICLE 12
                                 ADMINISTRATION


12.1    COMMITTEE DUTIES. This Plan shall be administered by a Committee which
        shall consist of the Board, or such committee as the Board shall
        appoint. Members of the Committee may be Participants under this Plan.
        The Committee shall also have the discretion and authority to (i) make,
        amend, interpret, and enforce all appropriate rules and regulations for
        the administration of this Plan and (ii) decide or resolve any and all
        questions including interpretations of this Plan, as may arise in
        connection with the Plan. Any individual serving on the Committee who is
        a Participant shall not vote or act on any matter relating solely to
        himself or herself. When making a 


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        determination or calculation, the Committee shall be entitled to rely on
        information furnished by a Participant or the Company.


12.2    AGENTS. In the administration of this Plan, the Committee may, from time
        to time, employ agents and delegate to them such administrative duties
        as it sees fit (including acting through a duly appointed
        representative) and may from time to time consult with counsel who may
        be counsel to any Employer.


12.3    BINDING EFFECT OF DECISIONS. The decision or action of the Committee
        with respect to any question arising out of or in connection with the
        administration, interpretation and application of the Plan and the rules
        and regulations promulgated hereunder shall be final and conclusive and
        binding upon all persons having any interest in the Plan.


12.4    INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless
        the members of the Committee, and any Employee to whom the duties of the
        Committee may be delegated, against any and all claims, losses, damages,
        expenses or liabilities arising from any action or failure to act with
        respect to this Plan, except in the case of willful misconduct by the
        Committee or any of its members or any such Employee.


12.5    EMPLOYER INFORMATION. To enable the Committee to perform its functions,
        each Employer shall supply full and timely information to the Committee
        on all matters relating to the compensation of its Participants, the
        date and circumstances of the Retirement, Disability, death or
        Termination of Employment of its Participants, and such other pertinent
        information as the Committee may reasonably require.



                                   ARTICLE 13
                          OTHER BENEFITS AND AGREEMENTS


13.1    COORDINATION WITH OTHER BENEFITS. The benefits provided for a
        Participant and Participant's Beneficiary under the Plan are in addition
        to any other benefits available to such Participant under any other plan
        or program for employees of the Participant's Employer. The Plan shall
        supplement and shall not supersede, modify or amend any other such plan
        or program except as may otherwise be expressly provided.


                                   ARTICLE 14
                                CLAIMS PROCEDURES


14.1    PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
        Participant (such Participant or Beneficiary being referred to below as
        a "Claimant") may deliver to the Committee a written claim for a
        determination with respect to the amounts distributable to such Claimant
        from the 



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        Plan. If such a claim relates to the contents of a notice received by
        the Claimant, the claim must be made within 60 days after such notice
        was received by the Claimant. All other claims must be made within 180
        days of the date on which the event that caused the claim to arise
        occurred. The claim must state with particularity the determination
        desired by the Claimant.


14.2    NOTIFICATION OF DECISION. The Committee shall consider a Claimant's
        claim within a reasonable time, and shall notify the Claimant in
        writing:

        (a)     that the Claimant's requested determination has been made, and
                that the claim has been allowed in full; or

        (b)     that the Committee has reached a conclusion contrary, in whole
                or in part, to the Claimant's requested determination, and such
                notice must set forth in a manner calculated to be understood by
                the Claimant: 

                (i)     the specific reason(s) for the denial of the claim, or
                        any part of it;

                (ii)    specific reference(s) to pertinent provisions of the
                        Plan upon which such denial was based;

                (iii)   a description of any additional material or information
                        necessary for the Claimant to perfect the claim, and an
                        explanation of why such material or information is
                        necessary; and

                (iv)    an explanation of the claim review procedure set forth
                        in Section 14.3 below.

14.3    REVIEW OF A DENIED CLAIM. Within 60 days after receiving a notice from
        the Committee that a claim has been denied, in whole or in part, a
        Claimant (or the Claimant's duly authorized representative) may file
        with the Committee a written request for a review of the denial of the
        claim. Thereafter, but not later than 30 days after the review procedure
        began, the Claimant (or the Claimant's duly authorized representative):

        (a)     may review pertinent documents;

        (b)     may submit written comments or other documents; and/or

        (c)     may request a hearing, which the Committee, in its sole
                discretion, may grant.

14.4    DECISION ON REVIEW. The Committee shall render its decision on review
        promptly, and not later than 60 days after the filing of a written
        request for review of the denial, unless a hearing is held or other
        special circumstances require additional time, in which case the
        Committee's decision must 

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================================================================================



        be rendered within 120 days after such date. Such decision must be
        written in a manner calculated to be understood by the Claimant, and it
        must contain:

        (a)     specific reasons for the decision;

        (b)     specific reference(s) to the pertinent Plan provisions upon
                which the decision was based; and

        (c)     such other matters as the Committee deems relevant.

14.5    LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
        this Article 14 is a mandatory prerequisite to a Claimant's right to
        commence any legal action with respect to any claim for benefits under
        this Plan.




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Master Plan Document
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                                   ARTICLE 15
                                      TRUST


15.1    ESTABLISHMENT OF THE TRUST. The Company shall establish the Trust, and
        each Employer shall at least annually transfer over to the Trust such
        assets as the Employer determines, in its sole discretion, are necessary
        to provide, on a present value basis, for its respective future
        liabilities created with respect to the Annual Deferral Amounts and
        Annual Company Contribution Amounts for such Employer's Participants for
        all periods prior to the transfer, as well as any debits and credits to
        the Participants' Account Balances for all periods prior to the
        transfer, taking into consideration the value of the assets in the trust
        at the time of the transfer.

15.2    INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
        and the Plan Agreement shall govern the rights of a Participant to
        receive distributions pursuant to the Plan. The provisions of the Trust
        shall govern the rights of the Employers, Participants and the creditors
        of the Employers to the assets transferred to the Trust. Each Employer
        shall at all times remain liable to carry out its obligations under the
        Plan.

15.3    DISTRIBUTIONS FROM THE TRUST. Each Employer's obligations under the Plan
        may be satisfied with Trust assets distributed pursuant to the terms of
        the Trust, and any such distribution shall reduce the Employer's
        obligations under this Plan.



                                   ARTICLE 16
                                  MISCELLANEOUS

16.1    STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
        within the meaning of Code Section 401(a) and that "is unfunded and is
        maintained by an employer primarily for the purpose of providing
        deferred compensation for a select group of management or highly
        compensated employee" within the meaning of ERISA Sections 201(2),
        301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
        to the extent possible in a manner consistent with that intent.

16.2    UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, heirs,
        successors and assigns shall have no legal or equitable rights,
        interests or claims in any property or assets of an Employer. For
        purposes of the payment of benefits under this Plan, any and all of an
        Employer's assets shall be, and remain, the general, unpledged
        unrestricted assets of the Employer. An Employer's obligation under the
        Plan shall be merely that of an unfunded and unsecured promise to pay
        money in the future.

16.3    EMPLOYER'S LIABILITY. An Employer's liability for the payment of
        benefits shall be defined only by the Plan and the Plan Agreement, as
        entered into between the Employer and a Participant. An 


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        Employer shall have no obligation to a Participant under the Plan except
        as expressly provided in the Plan and his or her Plan Agreement.

16.4    NONASSIGNABILITY. Neither a Participant nor any other person shall have
        any right to commute, sell, assign, transfer, pledge, anticipate,
        mortgage or otherwise encumber, transfer, hypothecate, alienate or
        convey in advance of actual receipt, the amounts, if any, payable
        hereunder, or any part thereof, which are, and all rights to which are
        expressly declared to be, unassignable and non-transferable. No part of
        the amounts payable shall, prior to actual payment, be subject to
        seizure, attachment, garnishment or sequestration for the payment of any
        debts, judgments, alimony or separate maintenance owed by a Participant
        or any other person, be transferable by operation of law in the event of
        a Participant's or any other person's bankruptcy or insolvency or be
        transferable to a spouse as a result of a property settlement or
        otherwise.

16.5    NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
        shall not be deemed to constitute a contract of employment between any
        Employer and the Participant. Such employment is hereby acknowledged to
        be an "at will" employment relationship that can be terminated at any
        time for any reason, or no reason, with or without cause, and with or
        without notice, unless expressly provided in a written employment
        agreement. Nothing in this Plan shall be deemed to give a Participant
        the right to be retained in the service of any Employer, either as an
        Employee or a Director, or to interfere with the right of any Employer
        to discipline or discharge the Participant at any time.

16.6    FURNISHING INFORMATION. A Participant or his or her Beneficiary will
        cooperate with the Committee by furnishing any and all information
        requested by the Committee and take such other actions as may be
        requested in order to facilitate the administration of the Plan and the
        payments of benefits hereunder, including but not limited to taking such
        physical examinations as the Committee may deem necessary.

16.7    TERMS. Whenever any words are used herein in the masculine, they shall
        be construed as though they were in the feminine in all cases where they
        would so apply; and whenever any words are used herein in the singular
        or in the plural, they shall be construed as though they were used in
        the plural or the singular, as the case may be, in all cases where they
        would so apply.

16.8    CAPTIONS. The captions of the articles, sections and paragraphs of this
        Plan are for convenience only and shall not control or affect the
        meaning or construction of any of its provisions.

16.9    GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
        construed and interpreted according to the internal laws of the State of
        California without regard to its conflicts of laws principles.

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16.10   NOTICE. Any notice or filing required or permitted to be given to the
        Committee under this Plan shall be sufficient if in writing and
        hand-delivered, or sent by registered or certified mail, to the address
        below:

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

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

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

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

        Such notice shall be deemed given as of the date of delivery or, if
        delivery is made by mail, as of the date shown on the postmark on the
        receipt for registration or certification.

        Any notice or filing required or permitted to be given to a Participant
        under this Plan shall be sufficient if in writing and hand-delivered, or
        sent by mail, to the last known address of the Participant.

16.11   SUCCESSORS. The provisions of this Plan shall bind and inure to the
        benefit of the Participant's Employer and its successors and assigns and
        the Participant and the Participant's designated Beneficiaries.

16.12   SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse of
        a Participant who has predeceased the Participant shall automatically
        pass to the Participant and shall not be transferable by such spouse in
        any manner, including but not limited to such spouse's will, nor shall
        such interest pass under the laws of intestate succession.

16.13   VALIDITY. In case any provision of this Plan shall be illegal or invalid
        for any reason, said illegality or invalidity shall not affect the
        remaining parts hereof, but this Plan shall be construed and enforced as
        if such illegal or invalid provision had never been inserted herein.

16.14   INCOMPETENT. If the Committee determines in its discretion that a
        benefit under this Plan is to be paid to a minor, a person declared
        incompetent or to a person incapable of handling the disposition of that
        person's property, the Committee may direct payment of such benefit to
        the guardian, legal representative or person having the care and custody
        of such minor, incompetent or incapable person. The Committee may
        require proof of minority, incompetence, incapacity or guardianship, as
        it may deem appropriate prior to distribution of the benefit. Any
        payment of a benefit shall be a payment for the account of the
        Participant and the Participant's Beneficiary, as the case may be, and
        shall be a complete discharge of any liability under the Plan for such
        payment amount.

16.15   COURT ORDER. The Committee is authorized to make any payments directed
        by court order in any action in which the Plan or the Committee has been
        named as a party. In addition, if a court 

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Master Plan Document
================================================================================



        determines that a spouse or former spouse of a Participant has an
        interest in the Participant's benefits under the Plan in connection with
        a property settlement or otherwise, the Committee, in its sole
        discretion, shall have the right, notwithstanding any election made by a
        Participant, to immediately distribute the spouse's or former spouse's
        interest in the Participant's benefits under the Plan to that spouse or
        former spouse.


16.16    DISTRIBUTION IN THE EVENT OF TAXATION.

        (a)     IN GENERAL. If, for any reason, all or any portion of a
                Participant's benefits under this Plan becomes taxable to the
                Participant prior to receipt, a Participant may petition the
                Committee before a Change in Control, or the trustee of the
                Trust after a Change in Control, for a distribution of that
                portion of his or her benefit that has become taxable. Upon the
                grant of such a petition, which grant shall not be unreasonably
                withheld (and, after a Change in Control, shall be granted), a
                Participant's Employer shall distribute to the Participant
                immediately available funds in an amount equal to the taxable
                portion of his or her benefit (which amount shall not exceed a
                Participant's unpaid Account Balance under the Plan). If the
                petition is granted, the tax liability distribution shall be
                made within 90 days of the date when the Participant's petition
                is granted. Such a distribution shall affect and reduce the
                benefits to be paid under this Plan.

        (b)     TRUST. If the Trust terminates in accordance with Section 3.6(e)
                of the Trust and benefits are distributed from the Trust to a
                Participant in accordance with that Section, the Participant's
                benefits under this Plan shall be reduced to the extent of such
                distributions.

16.17   INSURANCE. The Employers, on their own behalf or on behalf of the
        trustee of the Trust, and, in their sole discretion, may apply for and
        procure insurance on the life of the Participant, in such amounts and in
        such forms as the Trust may choose. The Employers or the trustee of the
        Trust, as the case may be, shall be the sole owner and beneficiary of
        any such insurance. The Participant shall have no interest whatsoever in
        any such policy or policies, and at the request of the Employers shall
        submit to medical examinations and supply such information and execute
        such documents as may be required by the insurance company or companies
        to whom the Employers have applied for insurance.

16.18   LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company and
        each Employer is aware that upon the occurrence of a Change in Control,
        the Board or the board of directors of a Participant's Employer (which
        might then be composed of new members) or a shareholder of the Company
        or the Participant's Employer, or of any successor corporation might
        then cause or attempt to cause the Company, the Participant's Employer
        or such successor to refuse to comply with its obligations under the
        Plan and might cause or attempt to cause the Company or the
        Participant's Employer to institute, or may institute, litigation
        seeking to deny Participants the benefits intended under the Plan. In
        these circumstances, the purpose of the Plan could be 



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        frustrated. Accordingly, if, following a Change in Control, it should
        appear to any Participant that the Company, the Participant's Employer
        or any successor corporation has failed to comply with any of its
        obligations under the Plan or any agreement thereunder or, if the
        Company, such Employer or any other person takes any action to declare
        the Plan void or unenforceable or institutes any litigation or other
        legal action designed to deny, diminish or to recover from any
        Participant the benefits intended to be provided, then the Company and
        the Participant's Employer irrevocably authorize such Participant to
        retain counsel of his or her choice at the expense of the Company and
        the Participant's Employer (who shall be jointly and severally liable)
        to represent such Participant in connection with the initiation or
        defense of any litigation or other legal action, whether by or against
        the Company, the Participant's Employer or any director, officer,
        shareholder or other person affiliated with the Company, the
        Participant's Employer or any successor thereto in any jurisdiction.


        IN WITNESS WHEREOF, the Company has signed this Plan document as of
        __________, 199_.

                                    "Company"


                                     On Assignment, Inc.
                                     a Delaware corporation


                                     By: __________________________________


                                     Title: _______________________________





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