BARRETT BUSINESS SERVICES INC. EMPLOYMENT AGREEMENT

Exhibit 10.17

BARRETT BUSINESS SERVICES INC.
EMPLOYMENT AGREEMENT

This Employment Agreement (hereinafter called "Agreement") is dated September 25^th, 2001, and effective October 1^st, 2001, between Barrett Business Services, Inc., a Maryland corporation (hereinafter called "Company"), and Michael Elich ("Employee").

In consideration of the mutual promises and covenants exchanged between Company and Employee, the parties hereto agree as follows:

1. EMPLOYMENT

Employee enters into an employment relationship with the Company in the capacity of Director of Business Development whose principal duties shall be to market and sell the Company's services to businesses in territories assigned by the Company's CEO. Employee shall also perform other related duties that may he assigned from time to time by Company's management.

2. TERM

Company agrees to employ the above named person for a term commencing on October 1, 2001, and continuing until termination in accordance with paragraph 5.

3. COMPENSATION

Employee shall be paid a salary of $120,000 per annum, payable bi-weekly.

Each pay period is distinct and severable, and employment for any part of a pay period or a year shall not be deemed to entitle Employee to salary for more than the actual hours worked by Employee. Further, the compensation to Employee may be modified without affecting the remaining terms, conditions and covenants in this Agreement. In the event of termination in the middle of any period, the Employee's compensation will be prorated to the date of termination.

4. PERFORMANCE OF DUTIES/RESTRICTIONS ON EMPLOYMENT

Employee shall perform the work assignment in a careful, diligent, and good faith manner. Employee shall adhere to the business of the Company and shall engage in no other business venture on a full or part-time basis or perform any other business or employment activities during Company's normal business hours. While in the employ of Company, Employee agrees not to organize or engage, in any manner (directly or indirectly), in a business in competition with Company's business.

5. TERMINATION

        5.1    Termination by Notice.    Employment under this Agreement may be voluntarily terminated by Employee or Company upon notice to the other party. There is no promise of any sort, implied or otherwise, of employment for a specified or assumed amount of time.

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        5.2    For Cause.    Employment under this Agreement may be terminated in the sole discretion and determination of the Company upon the occurrence of any one or more of the following events:

        a.     Employee willfully and continually refuses to comply with the policies, standards, and regulations of Company as established.

        b.     Employee fails or refuses to faithfully or diligently perform under the provisions of the Agreement or the usual and customary duties which have been assigned to Employee from time to time.

        c.     Employee shall be guilty of fraud, dishonesty, or other act of misconduct in the rendering of services for or on behalf of the Company.

        5.3    Without Cause.    In the event of any circumstance which causes William W. Sherertz to relinquish his management position as President and CEO of Employer ("Change in Management") and Employee's employment is terminated other than For Cause, then Employer shall pay to Employee an amount equal to one (1) times his then-current annual base salary in a lump sum within three (3) days of the date of termination of employment. If Employee voluntarily terminates employment with Employer within 90 days of a "Change in Duties" related to a Change in Management, Employer shall be deemed to have terminated Employee's employment other than For Cause, then Employer shall pay to Employee an amount equal to one (1) times his then-current annual base salary in a lump sum within three (3) days of the date of termination of employment. Change in Duties shall mean any one or more of the following:

        a.     a significant change in the nature or scope of Employee's title, responsibilities, authorities, or duties from those applicable as of the date of this Agreement;

        b.     a significant diminution in Employee's eligibility to participate in bonus, stock option, incentive awards, and other compensation plans;

        c.     a significant diminution in employee benefits, including, but not limited to, medical and dental insurance, and perquisites applicable to Employee, from the employee benefits and perquisites to which he was entitled as of the date of this Agreement; provided, however, Employer may modify and amend the group benefit plans offered to its employees including Employee, without violating the terms of this paragraph 5.3 (c);

        d.     a change in the location of Employee's principal place of employment by Employer by more than 30 miles from Portland, Oregon; or

        e.     significant violation of any of the Employer's material duties or obligations under this Agreement.

6.    BINDING AUTHORITY

Employee does not have the authority to bind the Company to the performance of any contract or action whatsoever without Company's written permission therefore.

7.    DISCLOSURE OF INFORMATION

Employee is aware that Company is engaged in the business of recruiting and staffing personnel for Company's business accounts, and that they (as employees of the Company) are engaged to perform services on a short- or long-term basis to fulfill the needs of the Company accounts. Employee recognizes that the methods utilized by Company in the conduct of its business; the list of Company's accounts as they may exist from time to time, the Company's rates of pay, profit margins, recruiting methods and its inventory lists of employees (present and former) are valuable, special, and unique assets of the Company.

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Employee will not, during the term of this Agreement or at any time thereafter, disclose any accounts or employee lists, special methods or any part thereof, business practices, or any other confidential or proprietary information to any person, firm, corporation or other entity for any reason or purpose whatsoever. Employee will not furnish to anyone or retain for personal use any documents or materials relating to the Company's business which were acquired while in the employ of Company and will return to Company immediately upon termination of this Agreement or upon termination of Employee's employment by Company, and all such documents and materials, including, but not limited to, correspondence, letters, manuals, contracts, reports, price lists, mailing lists, account lists, supplies lists, monies, supplies, employee lists, employ