INVESTMENT AGREEMENT

      THIS  INVESTMENT  AGREEMENT (the  "Agreement") is dated as of December 13,
2005,  by  and  between  CORNELL  CAPITAL  PARTNERS,   LP,  a  Delaware  limited
partnership  (referred to as "Cornell"  and/or a "Buyer"),  and MEDICAL STAFFING
SOLUTIONS,  INC., a  corporation  organized  and existing  under the laws of the
State of Nevada (the "Company").

                                    RECITALS:

      WHEREAS,  the  Company and the Buyer are  executing  and  delivering  this
Agreement in reliance upon an exemption from securities registration pursuant to
Section 4(2) and/or Rule 506 of Regulation D ("Regulation  D") as promulgated by
the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended (the "1933 Act");

      WHEREAS,   the  Buyer  has  purchased   from  the  Company  the  following
securities:  (i) a twelve percent (12%) promissory note dated January 5, 2005 in
the original  principal  amount of One Million Ninety Five Thousand Four Hundred
Twenty Eight  Dollars and Thirty Eight Cents  ($1,095,428.38)  and (ii) a twelve
percent  (12%)  promissory  note dated April 25, 2005 in the original  principal
amount of Five Hundred Six  Thousand  Nine Hundred Four Dollars and Eleven Cents
($506,904.11) (collectively referred to as the "Prior Securities"). On September
2, 2005 the Prior  Securities were surrendered to the Company and converted into
a single twelve percent (12%)  Convertible  Debenture in the principal amount of
Two Million One Hundred  Thirteen  Thousand Three Hundred Thirty Two Dollars and
Eleven Cents ($2,113,332.11) (the "September 2005 Convertible  Debenture"),  for
consideration  solely  consisting of surrendering  the Prior  Securities,  which
represented the entire original principal amount of the Prior Securities.

      WHEREAS,  as of the date hereof,  the Buyer is the beneficial owner of the
September  2005  Convertible  Debenture.  The Buyer  desires  to  surrender  the
September 2005  Convertible  Debenture  plus accrued and unpaid  interest on the
September 2005 Convertible  Debenture through the date hereof  ($2,113,332.11 in
principal plus $70,869.00 as and for interest on the September 2005  Convertible
Debenture,  for a total  amount  equal to  $2,184,201.11)  for  conversion  into
preferred stock and to purchase additional preferred stock as outlined below for
the total purchase price of Three Million Dollars ($3,000,000);

      WHEREAS,  the  parties  desire  that,  upon the terms and  subject  to the
conditions  contained herein,  the Company shall issue and sell to the Buyer, as
provided  herein,  and the Buyer  shall  purchase  up to Three  Million  Dollars
($3,000,000)  of Series A Preferred  Shares (the  "Series A Preferred  Shares"),
which shall be convertible  into shares of the Company's common stock, par value
$0.001 (the "Common Stock") (as converted, the "Conversion Shares") which amount
shall solely  consist of the  surrendering  of the  September  2005  Convertible
Debenture and an additional cash amount to be purchased by additional funding by
the Buyer  (the  "Cash  Purchase  Price")  in an amount  equal to Eight  Hundred
Fifteen  Thousand  Seven  Hundred  Ninety-Eight  Dollars and  Eighty-Nine  Cents
($815,798.89),  of which Four Hundred  Thousand Dollars  ($400,000.00)  shall be
funded  within  five (5)  business  days  following  the date hereof (the "First
Closing"),  and Four Hundred  Fifteen  Thouand  Seven  Hundred and  Ninety-Eight
Dollars and  Eighty-Nine  Cents  ($415,798.89)  shall be funded two (2) business
days prior to the date the registration statement (the "Registration Statement")
is filed,  pursuant to the Investor Registration Rights Agreement dated the date
hereof,  with the United States  Securities and Exchange  Commission (the "SEC")
(the "Second  Closing")  (individually  referred to as a "Closing"  collectively
referred  to as the  "Closings"),  for a total  purchase  price  of up to  Three
Million Dollars ($3,000,000) (the "Purchase Price"); and
<PAGE>

      WHEREAS,  the Company has authorized the following series of its preferred
stock, par value $0.001 per share, the Series A Preferred Shares, which shall be
convertible  into shares of the  Company's  common  stock,  par value $0.001 per
share (the "Common  Stock") and as  converted,  (the  "Conversion  Shares"),  in
accordance  with  the  terms  of  the  Company   Certificate  of   Designations,
Preferences,  and Rights of the Series A  Preferred  Shares  attached  hereto as
Exhibit A (the "Certificate of Designations"); and

      WHEREAS,  contemporaneously  with  the  execution  and  delivery  of  this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement  substantially in the form attached hereto as Exhibit B (the "Investor
Registration  Rights  Agreement")  pursuant  to which the  Company has agreed to
provide certain  registration  rights under the Securities Act and the rules and
regulations promulgated there under, and applicable state securities laws; and

      WHEREAS,  the  aggregate  proceeds  of the sale of the Series A  Preferred
Shares  contemplated  hereby shall be held in escrow pursuant to the terms of an
Escrow  Agreement  substantially  in the form attached  hereto as Exhibit C (the
"Escrow Agreement"); and

      WHEREAS,  contemporaneously  with  the  execution  and  delivery  of  this
Agreement,  the parties hereto are executing and delivering Irrevocable Transfer
Agent  Instructions  substantially in the form attached hereto as Exhibit D (the
"Irrevocable Transfer Agent Instructions"); and

      NOW,  THEREFORE,  in consideration of the mutual premises herein set forth
and certain other good and valuable  consideration,  the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:

1. ISSUANCE OF SHARES AND RELATED TRANSACTIONS.

      1.1 Purchase Price.  The Purchase Price for the Series A Preferred  Shares
shall be paid to the Company in immediately available funds on the Closing Dates
(as set forth in Section 1.2 hereof.  The Purchase Price shall be reduced by the
fees described in Section 15.9 hereof.

      1.2  Closings.   The  parties  to  this  Agreement  shall  consummate  the
transactions contemplated by this Agreement and the Company shall issue and sell
to the Buyers for consideration  solely consisting of surrendering the September
2005 Convertible  Debenture and Eight Hundred Fifteen Thousand Seven Hundred and
Ninety-Eight  Dollars and Eighty-Nine Cents  ($815,798.89),  as provided herein,
and the Buyers, upon surrender of the September 2005 Convertible  Debenture plus
accrued and unpaid interest on the September 2005 Convertible  Debenture through
the date hereof,  shall purchase Three Million Dollars  ($3,000,000) of Series A
Preferred  Shares,  plus funding the Cash Purchase  Price,  which shall have the
right and  designations  set forth on  Exhibit  A hereto of which  Four  Hundred
Thousand Dollars  ($400,000.00)  shall be funded on the fifth (5th) business day
following  the date  hereof  (the  "First  Closing  Date") and Four  Hundred and
Fifteen  Thousand  Seven  Hundred  Ninety-Eight  Dollars and  Eighty-Nine  Cents
($415,798.89)  and shall be funded two (2)  business  days prior to the date the
Registration  Statement is filed,  pursuant to the Investor  Registration Rights
Agreement  dated  the date  hereof,  with the SEC (the  "Second  Closing  Date")
(collectively referred to as the "Closings Dates");  provided, in no event shall
the Closing Dates occur prior to the  satisfaction  of the conditions  precedent
set forth in Sections 9, 10 and 11 hereof. The Closing Dates shall take place at
the offices of the Buyer or at such other  place as may be mutually  agreed upon
by the Buyers and the Company.  On the Closing Dates,  the Company shall deliver
to the Buyers certificates representing the Series A Preferred Shares.


                                       2
<PAGE>

      1.3  Issuance  of  Shares.   At  each  Closing,   subject  to  the  terms,
restrictions  and conditions of this  Agreement,  the Buyer shall  surrender the
September 2005  Convertible  Debenture  plus accrued and unpaid  interest on the
September 2005 Convertible  Debenture through the date hereof and shall acquire,
and the Company shall sell, issue for  consideration  consisting of surrendering
the September 2005 Convertible  Debenture and Eight Hundred and Fifteen Thousand
Seven Hundred and Ninety-Eight Dollars and Eighty-Nine Cents ($815,798.89),  and
deliver to the Buyers  Three  Million  (3,000,000)  shares of Series A Preferred
Shares,  which  shall  have the right and  designations  set forth on  Exhibit A
hereto.  All of the Series A  Preferred  Shares and the  Conversion  Shares into
which such the Series A Preferred Shares are convertible shall be free and clear
of all liens, claims, pledges, mortgages,  restrictions,  obligations,  security
interests and  encumbrances of any kind,  nature and description  (collectively,
"Encumbrances").

2. ADDITIONAL AGREEMENTS.

      2.1 Investor  Registration  Rights Agreement.  Contemporaneously  with the
execution and delivery of this  Agreement  the parties  hereto are executing and
delivering a Investor  Registration Rights Agreement,  substantially in the form
attached  hereto as Exhibit B, pursuant to which the Company shall  register the
Conversion Shares underlying the Series A Preferred Shares with the SEC.

      2.2 Escrow Agreement. Contemporaneously with the execution and delivery of
this  Agreement,  the parties  hereto are  executing  and  delivering  an Escrow
Agreement,  substantially  in the form attached hereto as Exhibit C, pursuant to
which the aggregate  proceeds of the sale of the Series A Preferred Shares shall
be held in escrow pending the Closing.

      2.3  Irrevocable  Transfer  Agent  Agreement.  Contemporaneously  with the
execution and delivery of this  Agreement,  the parties hereto are executing and
delivering an Irrevocable Transfer Agent Instructions, substantially in the form
attached hereto as Exhibit D.

      2.4 Collectively the Investor  Registration  Rights Agreement,  the Escrow
Agreement, and the Irrevocable Transfer Agent Instructions, shall be referred to
as the "Transaction Documents".


                                       3
<PAGE>

3. COVENANTS.

      3.1 Access and Inspection,  Etc. The Company shall allow the Buyer and its
authorized  representatives  full access during normal  business  hours from and
after the date  hereof and prior to the Closing  Date to all of the  properties,
books,  contracts,  commitments  and  records of the  Company for the purpose of
making such  investigations  as the Buyer may  reasonably  request in connection
with the  transactions  contemplated  hereby,  and shall  cause the  Company  to
furnish  the Buyer  such  information  concerning  its  affairs as the Buyer may
reasonably  request.  The Company has caused and shall  cause its  personnel  to
assist the Buyer in making such  investigation  and shall use their best efforts
to  cause  the   counsel,   accountants,   engineers   and  other   non-employee
representatives  of the  Company to be  reasonably  available  to Buyer for such
purposes.

      3.2 Public Announcements.  The parties will consult with each other before
issuing any press releases or otherwise making any public statement with respect
to this Agreement or any of the  transactions  contemplated  hereby and no party
will issue any such press release or make any such public statement  without the
prior written consent of the other parties,  except as may be required by law or
by the  rules  and  regulations  of any  governmental  authority  or  securities
exchange.

      3.3 Best  Efforts.  Subject to the terms and  conditions  provided in this
Agreement,  each of the parties shall use its best efforts in good faith to take
or cause to be taken as promptly as practicable all reasonable  actions that are
within its power to cause to be  fulfilled  those  conditions  precedent  to its
obligations  or  the   obligations  of  the  other  parties  to  consummate  the
transactions  contemplated by this Agreement and the Transaction  Documents that
are dependent upon its actions.

      3.4  Further  Assurances.  The  parties  shall  deliver  any and all other
instruments or documents  required to be delivered  pursuant to, or necessary or
proper in order to give effect to, the provisions of this Agreement,  including,
without limitation, to issue the Series A Preferred Shares and to consummate the
transactions contemplated by this Agreement and the Transaction Documents.

4. NEGATIVE COVENANTS.

      The following covenants shall remain in effect for so long as the Series A
Preferred Shares are outstanding:

      4.1 Lock-up  Agreement.  On the date hereof, the Company shall obtain from
each  officer  and  director  of the  Company  a lock-up  agreement  in the form
attached hereto as Exhibit E. Such lock-up agreement shall prohibit sales of the
Company's  Common Stock in excess of the volume  limitations  of Rule 144 for so
long as the Series A Preferred Shares are outstanding.

      4.2 Use of  Proceeds.  The  Company  covenants  to the Buyers that the net
proceeds to be received by the Company in this transaction shall be used to fund
general corporate purposes.

      4.3 No Merger or Sale of Business.  The Company hereby agrees that it will
not merge or consolidate with any person or entity,  or sell, lease or otherwise
dispose of its assets other than in the ordinary course of business involving an
aggregate  consideration of more than ten percent (10%) of the book value of its
assets on a  consolidated  basis in any twelve (12) month period,  or liquidate,
dissolve, recapitalize or reorganize.


                                       4
<PAGE>

      4.4 No  Indebtedness.  The Company  shall not incur any  indebtedness  for
borrowed  money or become a guarantor or otherwise  contingently  liable for any
such  indebtedness  except for factoring of its  receivables,  trade payables or
purchase money obligations incurred in the ordinary course of business.

      4.5 No Other Registration Statements. The Company shall not file any other
registration  statements  on any form  (including  but not limited to Forms S-1,
SB-2, S-3 and S-8) without the prior written consent of the Buyer.

      4.6  Restriction on Issuance of the Capital Stock.  The Company  covenants
and agrees that, so long as any of the preferred stock remains outstanding,  the
Company shall not, without the prior consent of the Buyer, (i) issue or sell any
common stock or  preferred  stock with or without  consideration,  (ii) issue or
sell any preferred  stock,  warrant,  option,  right,  contract,  call, or other
security or instrument  granting the holder  thereof the right to acquire common
stock with or without  consideration,  (iii) enter into any security  instrument
granting  the holder a security  interest in any of the assets of the Company or
any  subsidiary  now  existing  or later  created  or  acquired,  except for any
securities  interest  granted in  correction  of the  factoring of the Company's
receivables, or (iv) file any registration statements on Form S-8.

5. REPRESENTATIONS, COVENANTS AND WARRANTIES OF THE COMPANY.

      To induce the Buyer to enter into this  Agreement  and to  consummate  the
transactions  contemplated  hereby,  the Company  represents and warrants to and
covenants with the Buyers as follows:

      5.1 Organization; Compliance. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada. The
Company  is: (a)  entitled  to own or lease its  properties  and to carry on its
business as and in the places where such business is now conducted, and (b) duly
licensed and qualified in all jurisdictions  where the character of the property
owned by it or the nature of the business transacted by it makes such license or
qualification necessary, except where the failure to do so would not result in a
material adverse effect on the Company.

      5.2 Capitalization and Related Matters.

            (a) As of the  date  hereof,  the  authorized  capital  stock of the
Company consists of Three Hundred Million  (300,000,000) shares of common stock,
par value $0.001 per share and Thirty Million  (30,000,000)  shares of preferred
shares,  par value  $0.001.  As of the date hereof,  the Company had One Hundred
Seventy Five Million Two Hundred Fifty Three Thousand Six Hundred  Seventy Seven
(175,253,677)  shares of common  stock and zero (0) shares of  Preferred  Shares
issued  and  outstanding.  No Common  Stock (i) was issued in  violation  of the
preemptive rights of any shareholder, or (ii) is held as treasury stock.


                                       5
<PAGE>

            (b) Except as set forth in the Company's  the Company's  Form 10-KSB
for the  fiscal  year ended  December  31,  2004 and Form  10-QSB for the fiscal
quarters  ended March 31, 2005,  June 30, 2005 and  September 30, 2005 (the "SEC
Documents")  there are no  outstanding  any securities  convertible  into Common
Stock or any other  capital stock of the Company nor any rights to subscribe for
or to purchase,  or any options for the purchase of, or any agreements providing
for the issuance  (contingent  or otherwise)  of, or any calls,  commitments  or
claims  of  any  character   relating  to,  such  capital  stock  or  securities
convertible into such capital stock  (collectively,  "Securities  Rights").  The
Company:  (i) is not subject to any  obligation  (contingent  or  otherwise)  to
repurchase or otherwise  acquire or retire any of its capital stock; or (ii) has
no liability  for  dividends  or other  distributions  declared or accrued,  but
unpaid, with respect to any capital stock.

            (c) The Company is not a party to any  agreement,  understanding  or
arrangement,  direct  or  indirect,  relating  to any  class  or  series  of the
Company's capital stock,  including,  without limitation,  any voting agreement,
restriction on resale,  shareholder  agreement or registration rights agreement,
other than the Permitted Registration Rights Agreements.

      5.3 Subsidiaries and Investments.

            (a) The SEC Documents  disclose with respect to each  Subsidiary (as
defined below) (i) its name, (ii) the  jurisdiction of its  organization,  (iii)
the number of its authorized shares or other equity  interests,  (iv) the number
of its outstanding shares or other equity interests of each class or series, and
(v) the name of the owner and the number and percentage of outstanding shares or
other  equity  interests  of each  class or series of such  Subsidiary  owned of
record  and,  if  different,  owned  beneficially  by the  Company and any other
person. All of the outstanding  capital stock and other equity interests of each
of the  Subsidiaries is validly  issued,  fully paid and  nonassessable  and was
issued in compliance with all applicable  federal and state  securities or "blue
sky" laws and regulations. There are no securities rights relating to any shares
of capital  stock,  other  equity  interests or other  securities  of any of the
Subsidiaries.  The  Company  and the  Subsidiaries  have  good,  marketable  and
exclusive  title to the shares or other  equity  interests  disclosed in the SEC
Documents  as being owned by each of them,  free and clear of all  Encumbrances.
All rights and powers to vote such  shares or other  equity  interests  are held
exclusively  by the Company,  directly or indirectly  through one or more of the
Subsidiaries,  as the  case  may  be.  Each  Subsidiary  is a  corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of its
jurisdiction of  organization,  and has the corporate power and authority to own
or lease its properties  and to carry on its business as now conducted.  For the
purposes  hereof,  a  "Subsidiary"  means  any  corporation,  limited  liability
company,  partnership,  joint venture or other entity in which the Company owns,
directly or indirectly,  more than 20% of the outstanding  voting  securities or
equity interests.

            (b) Except as disclosed in SEC Documents,  the Company does not own,
nor has it ever owned, any equity interest in any corporation, limited liability
company, partnership, joint venture or other entity.


                                       6
<PAGE>

      5.4 Execution; No Inconsistent Agreements; Etc.

            (a) This Agreement is a valid and binding  agreement of the Company,
enforceable  in accordance  with its terms,  except as such  enforcement  may be
limited by bankruptcy or similar laws  affecting the  enforcement  of creditors'
rights generally, and the availability of equitable remedies.

            (b) The execution and delivery of this Agreement by the Company does
not, and the  consummation  of the  transactions  contemplated  hereby will not,
constitute a breach or  violation of the charter or bylaws of the Company,  or a
default  under  any of the  terms,  conditions  or  provisions  of (or an act or
omission  that  would  give rise to any right of  termination,  cancellation  or
acceleration under) any note, bond,  mortgage,  lease,  indenture,  agreement or
obligation  to which the  Company  is a party,  pursuant  to which  the  Company
otherwise receives benefits, or to which any of the properties of the Company is
subject.

      5.5 Corporate Records. The statutory records, including the stock register
and minute books of the Company,  fully  reflect all  issuances,  transfers  and
redemptions  of its capital  stock,  correctly  show and will correctly show the
total number of shares of its capital stock issued and  outstanding  on the date
hereof and on the Closing Date,  the charter or other  organizational  documents
and all amendments thereto, and bylaws as amended and currently in force.

      5.6 Financial Statements.

            (a) All  the  foregoing  financial  statements,  and  any  financial
statements  delivered  pursuant to subsection (c) below,  are referred to herein
collectively as the "Company Financial Statements."

            (b) The Company Financial  Statements have been and will be prepared
in accordance  with U.S.  GAAP,  applied on a consistent  basis (except that the
unaudited  statements do not contain all the disclosures  required by GAAP), and
fairly reflect and will reflect in all material respects the financial condition
of the Company as at the dates thereof and the results of the  operations of the
Company for the periods then ended.

      5.7 Liabilities. The Company has no material debt, liability or obligation
of any kind,  whether accrued,  absolute,  contingent or otherwise,  except: (a)
those  reflected in the SEC  Documents,  including  the notes  thereto,  and (b)
liabilities incurred in the ordinary course of business,  none of which have had
or will  have a  material  adverse  effect  on the  financial  condition  of the
Company.

      5.8 Absence of Changes.  Except as described in the SEC  Documents  and in
the other Schedules to this Agreement:

            (a) there has not been any adverse  change in the business,  assets,
liabilities,  results of operations or financial  condition of the Company or in
its relationships with suppliers,  customers, employees, lessors or others other
than changes in the ordinary course of business, none of which, singularly or in
the aggregate,  have had or will have a material adverse effect on the business,
properties or financial condition of the Company; and


                                       7
<PAGE>

            (b) the Company has complied with the covenants and restrictions set
forth in this Agreement.

      5.9 Title to Properties.  The Company has good and marketable title to all
of its properties and assets, real and personal,  including, but not limited to,
those reflected in the SEC Documents (except as since sold or otherwise disposed
of in the  ordinary  course of business,  or as  expressly  provided for in this
Agreement),  free and clear of all Encumbrances of any kind or character except:
(a) those securing  liabilities of the Company  incurred in the ordinary  course
(with respect to which no material default exists); (b) liens of real estate and
personal  property taxes; and (c)  imperfections of title and  Encumbrances,  if
any,  which,  in the aggregate (i) are not  substantial  in amount;  (ii) do not
detract from the value of the property  subject thereto or impair the operations
of the  Company  or;  and  (iii) do not have a  material  adverse  effect on the
business, properties or assets of the Company.

      5.10  Compliance  With Law. The business and activities of the Company has
at all times been conducted in accordance with its articles of incorporation and
bylaws and any applicable law,  regulation,  ordinance,  order, License (defined
below),  permit, rule, injunction or other restriction or ruling of any court or
administrative  or  governmental  agency,  ministry,  or body,  except where the
failure to do so would not result in a material adverse effect on the Company.

      5.11 Taxes. The Company has duly filed all material federal,  state, local
and foreign tax  returns and  reports,  and all returns and reports of all other
governmental units having jurisdiction with respect to taxes imposed on it or on
its income, properties, sales, franchises,  operations or employee benefit plans
or trusts, all such returns were complete and accurate when filed, and all taxes
and  assessments  payable by the Company  have been paid to the extent that such
taxes have  become  due.  All taxes  accrued or payable by the  Company  for all
periods  have been  accrued or paid in full,  whether or not due and payable and
whether or not disputed.  The Company has withheld  proper and accurate  amounts
from its employees for all periods in full  compliance  with the tax withholding
provisions of applicable foreign,  federal,  state and local tax laws. There are
no  waivers or  agreements  by the  Company  for the  extension  of time for the
assessment of any taxes. The tax returns of the Company have never been examined
by any authority or other  administrative body or court of any state or country.
There are not now any  examinations  of the  income tax  returns of the  Company
pending,  or any proposed  deficiencies  or  assessments  against the Company of
additional taxes of any kind. The Company shall duly and timely prepare and file
all material federal, state, local and foreign tax returns and reports necessary
and all returns and reports of all other governmental units having  jurisdiction
with  respect to taxes  imposed on the  Company  or on its  income,  properties,
sales, franchises,  operations or employee benefit plans or trusts, and all such
returns will be complete and accurate when filed.

      5.12 Real  Properties.  The Company  does not have an interest in any real
property, except for the Leases (as defined below).


                                       8
<PAGE>

      5.13 Leases of Real Property.  All material  leases  pursuant to which the
Company is lessee or lessor of any real  property  (the  "Leases") are listed in
the SEC Documents and are valid and  enforceable in accordance with their terms.
There is not under any of such  leases (a) any  material  default or any claimed
material  default by the  Company  or any event of  default or event  which with
notice or lapse of time,  or both,  would  constitute a material  default by the
Company  and in respect to which the  Company  has not taken  adequate  steps to
prevent a default on its part from  occurring,  or (b) to the  knowledge  of the
Company,  any  material  default  by any  lessee of the  Company or any event of
default or event which with notice or lapse of time, or both, would constitute a
material default by any lessee. The copies of the Leases heretofore furnished to
Buyers are true, correct and complete, and such Leases have not been modified in
any  respect  since the date they were so  furnished,  and are in full force and
effect in accordance with their terms.  The Company is lawfully in possession of
all real properties of which they are a lessee (the "Leased Properties").

      5.14 Contingencies. Except as disclosed in the SEC Documents, there are no
actions,  suits,  claims or  proceedings  pending,  or to the  knowledge  of the
Company threatened against, by or affecting,  the Company in any court or before
any arbitrator or governmental agency that may have a material adverse effect on
the Company or which could  materially and adversely affect the right or ability
of the  Company to  consummate  the  transactions  contemplated  hereby.  To the
knowledge  of the  Company,  there is no valid basis upon which any such action,
suit, claim, or proceeding may be commenced or asserted against it. There are no
unsatisfied  judgments  against the  Company  and no consent  decrees or similar
agreements  to which the  Company  is  subject  and which  could have a material
adverse effect on the Company.

      5.15 Products Liability; Warranties;  Insurance. The Company will have not
loss, damage,  liability,  fine, penalty, cost and expense (each, a "Liability")
that is not fully  covered by  insurance  relating to any product  manufactured,
distributed  or sold by the Company  prior to the  Closing,  whether or not such
Liability is related to products that are  defective or  improperly  designed or
manufactured or are in breach of any express or implied product warranty.

      5.16 Intellectual Property Rights.

            (a) The Company owns and possesses all right,  title and interest in
and to, or has a valid license to use, all of the Proprietary Rights (as defined
below)  necessary for the  operation of its business as presently  conducted and
none of such Proprietary Rights have been abandoned;

            (b)  no  claim  by  any  third  party   contesting   the   validity,
enforceability,  use or ownership of any such Proprietary  Rights has been made,
is currently outstanding or, to the knowledge of the Company, is threatened, and
to the knowledge of the Company there is no reasonable basis for any such claim;

            (c)  neither  the  Company  nor any  registered  agent of any of the
foregoing has received any notice of, nor is the Company aware of any reasonable
basis for an allegation of, any infringement or misappropriation by, or conflict
with,  any third  party with  respect to such  Proprietary  Rights,  nor has the
Company,  or  any  registered  agent  of any  of  them  received  any  claim  of
infringement  or  misappropriation  of or other  conflict  with any  Proprietary
Rights of any third party;


                                       9
<PAGE>

            (d) the  Company has not  infringed,  misappropriated  or  otherwise
violated any  Proprietary  Rights of any third  parties,  and the Company is not
aware of any  infringement,  misappropriation  or conflict which will occur as a
result of the  continued  operation of the Company as presently  operated and as
contemplated  to  be  operated  or  as a  result  of  the  consummation  of  the
transactions contemplated hereby; and

            (e) all employees who have  contributed  to or  participated  in the
conception and/or development of all or any part of the Proprietary Rights which
are not licensed to the Company from a third party either (i) have been party to
a "work-for-hire"  arrangement or agreement with the Company, in accordance with
applicable federal and state law, that has accorded the Company full, effective,
exclusive,  and  original  ownership of all  tangible  and  intangible  property
thereby arising, or (ii) have executed appropriate  instruments of assignment in
favor of the  Company  as  assignee  that have  conveyed  to the  Company  full,
effective  and  exclusive  ownership  of all tangible  and  intangible  property
thereby arising.

            (f)  As  used  herein,  the  term  "Proprietary  Rights"  means  all
proprietary  information  of the  Company,  as the  case may be,  including  all
patents, patent applications,  patent disclosures and inventions (whether or not
patentable  and whether or not reduced to  practice),  all  trademarks,  service
marks, trade dress, trade names, corporate names, domain names, copyrights,  all
trade  secrets,   confidential  information,   ideas,  formulae,   compositions,
know-how, processes and techniques,  drawings,  specifications,  designs, logos,
plans, improvements,  proposals,  technical and computer data, documentation and
software,  financial,  business and marketing plans, and related information and
all other  proprietary,  industrial or intellectual  property rights relating to
the  business  of  the  Company,  including  those  proprietary,  industrial  or
intellectual  property rights found at the Company's  websites listed in the SEC
Documents.

            (g)  The  consummation  of the  transactions  contemplated  by  this
Agreement will not adversely  affect the right of the Company to continue to use
the Proprietary  Rights.  To the extent that the registration of any Proprietary
Right is  required  by law,  such  Proprietary  Right has been duly and  validly
registered  or filed,  and any fees that are  necessary to maintain in force any
Proprietary Rights or registrations thereof have been paid.

      5.17 Material Contracts.  The SEC Documents contain a complete list of all
material  contracts  of  the  Company  (the  "Material  Contracts").  Except  as
disclosed  in the SEC  Documents:  (a) the Company has  performed  all  material
obligations  to be  performed  by them under all such  contracts,  and is not in
material default thereof, and (b) no condition exists or has occurred which with
the giving of notice or the lapse of time, or both,  would constitute a material
default by the Company or accelerate the maturity of, or otherwise  modify,  any
such  contract,  and (c) all such  contracts  are in full force and  effect.  No
material default by any other party to any of such contracts is known or claimed
by the Company to exist.

      5.18 Employee Benefit Matters.

            (a) Except as disclosed in the SEC  Documents,  the Company does not
provide,  nor is it obligated to provide,  directly or indirectly,  any benefits
for employees other than salaries, sales commissions and bonuses, including, but
not limited to, any pension,  profit sharing, stock option,  retirement,  bonus,
hospitalization,  insurance,  severance,  vacation  or other  employee  benefits
(including  any  housing  or social  fund  contributions)  under  any  practice,
agreement or understanding.


                                       10
<PAGE>

            (b) With respect to each employee  benefit plan maintained on behalf
of the Company  (collectively,  the "Employee Benefit Plans"), such plan: (a) no
litigation,  administrative  or other proceeding or claim is pending,  or to the
knowledge of the Company,  threatened or  anticipated  involving  such plan; (b)
there  are  no  outstanding   requests  for   information  by   participants  or
beneficiaries  of  such  plan;  and (c)  such  plan  has  been  administered  in
compliance in all material respects with all applicable laws and regulations.

            (c) The Company has timely made payment in full of all contributions
to all of the  Employee  Benefit  Plans which the Company was  obligated to make
prior to the date hereof; and there are no contributions  declared or payable by
the Company to any Employee  Benefit Plan which, as of the date hereof,  has not
been paid in full.

      5.19 Possession of Franchises,  Licences,  Etc. The Company: (a) possesses
all   material   franchises,   certificates,   licenses,   permits   and   other
authorizations  (collectively,  the "Licences") from  governmental  authorities,
political  subdivisions  or  regulatory  authorities  that are necessary for the
ownership,  maintenance  and  operation of its business in the manner  presently
conducted;  (b) are not in violation  of any  provisions  thereof;  and (c) have
maintained  and amended,  as  necessary,  all Licenses  and duly  completed  all
filings and notifications in connection therewith.

      5.20 Environmental Matters. Except as disclosed in the SEC Documents:  (i)
the Company is not in violation,  in any material respect,  of any Environmental
Law (as defined below);  (ii) the Company has received all permits and approvals
with  respect to  emissions  into the  environment  and the  proper  collection,
storage,  transport,  distribution  or disposal of Wastes (as defined below) and
other materials  required for the operation of its business at present operating
levels;  and (iii) the  Company is not liable or  responsible  for any  material
clean up, fines,  liability or expense arising under any Environmental Law, as a
result of the disposal of Wastes or other materials in or on the property of the
Company  (whether owned or leased),  or in or on any other  property,  including
property no longer  owned,  leased or used by the Company.  As used herein,  (a)
"Environmental  Laws"  means,  collectively,   the  Comprehensive  Environmental
Response,  Compensation  and Liability  Act of 1980,  as amended,  the Superfund
Amendments  and  Reauthorization  Act of 1986,  the  Resource  Conservation  and
Recovery Act, the Toxic Substances  Control Act, as amended,  the Clean Air Act,
as  amended,  the  Clean  Water  Act,  as  amended,  any  other  "Superfund"  or
"Superlien" law or any other federal, or applicable state or local statute, law,
ordinance,  code,  rule,  regulation,  order or  decree  (foreign  or  domestic)
regulating,   relating  to,  or  imposing  liability  or  standards  of  conduct
concerning,  Wastes, or the environment; and (b) "Wastes" means and includes any
hazardous,  toxic or dangerous waste,  liquid,  substance or material (including
petroleum  products  and  derivatives),   the  generation,   handling,  storage,
disposal, treatment or emission of which is subject to any Environmental Law.


                                       11
<PAGE>

      5.21 Agreements and Transactions with Related Parties. Except as disclosed
on the SEC  Documents  the Company is not, a party to any  contract,  agreement,
lease or transaction  with, or any other  commitment to, (a) a shareholder,  (b)
any person  related by blood,  adoption  or  marriage  to  shareholder,  (c) any
director or officer of the Company, (d) any corporation or other entity in which
any of the foregoing parties has, directly or indirectly,  at least five percent
(5.0%) beneficial interest in the capital stock or other type of equity interest
in such  corporation or other entity,  or (e) any  partnership in which any such
party is a general  partner or a limited  partner  having a five percent (5%) or
more interest therein (any or all of the foregoing being herein referred to as a
"Related Party" and collectively as the "Related Parties"). Without limiting the
generality of the foregoing,  except as set forth in the SEC  Documents,  (a) no
Related Party, directly or indirectly, owns or controls any assets or properties
which are or have been used in the business of the  Company,  and (b) no Related
Party, directly or indirectly,  engages in or has any significant interest in or
connection  with any  business:  (i) which is or which  within  the last two (2)
years has been a competitor, customer or supplier of, or has done business with,
the Company,  or (ii) which as of the date hereof sells or distributes  products
or provides services which are similar or related to the products or services of
the Company.

      5.22 Business  Practices.  Except as disclosed in the SEC  Documents,  the
Company has not, at any time, directly or indirectly,  made any contributions or
payment,  or provided any compensation or benefit of any kind, to any municipal,
county, state, federal or foreign governmental officer or official, or any other
person charged with similar public or quasi-public  duties, or any candidate for
political office. The Company's books, accounts and records (including,  without
limitation,  customer files, product packaging and invoices) accurately describe
and reflect,  in all material  respects,  the nature and amount of the Company's
products,  purchases,  sales  and  other  transactions.   Without  limiting  the
generality  of  the  foregoing,  the  Company  has  not  engaged,   directly  or
indirectly,  in:  (a) the  practice  known as  "double-invoicing"  or the use or
issuance of  pro-forma or dummy  invoices;  or (b) the  incorrect or  misleading
labeling, marketing or sale of refurbished goods as new goods.

      5.23 Shareholder Matters.  None of the matters set forth in this Agreement
require the approval of the Company's shareholders.

      5.24  Full  Disclosure.  No  representation  or  warranty  of the  Company
contained  in  this  Agreement,  and  none  of  the  statements  or  information
concerning the Company  contained in this Agreement and the Schedules,  contains
or  will  contain  any  untrue  statement  of a  material  fact  nor  will  such
representations,  warranties,  covenants or  statements  taken as a whole omit a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.

6. REPRESENTATIONS AND WARRANTIES OF THE BUYER:

      To induce the Company to enter into this  Agreement and to consummate  the
transactions  contemplated  hereby,  the Buyer  represents  and  warrants to and
covenant with the Company as follows:

      6.1  Organization.  The Buyer is a  limited  partnership  duly  organized,
validly existing and in good standing under the laws of Delaware.  The Buyer has
all requisite power and authority to execute, deliver and carry out the terms of
this Agreement and the consummation of the transactions contemplated herein.


                                       12
<PAGE>

      6.2 Execution; No Inconsistent Agreements; Etc.

            (a) The execution and delivery of this Agreement and the performance
of the transactions  contemplated  hereby have been duly and validly  authorized
and approved by the Buyer and this Agreement is a valid and binding agreement of
the Buyer, enforceable against the Buyer in accordance with its terms, except as
such  enforcement  may be limited by  bankruptcy  or similar laws  affecting the
enforcement of creditors'  rights  generally,  and the availability of equitable
remedies.

            (b) The execution  and delivery of this  Agreement by the Buyer does
not, and the  consummation  of the  transactions  contemplated  hereby will not,
constitute  a breach or  violation  of the charter or bylaws of the Buyer,  or a
default  under  any of the  terms,  conditions  or  provisions  of (or an act or
omission  that  would  give rise to any right of  termination,  cancellation  or
acceleration  under)  any  material  note,  bond,  mortgage,  lease,  indenture,
agreement or obligation to which the Buyer is a party,  pursuant to which any of
them  otherwise  receive  benefits,  or by which any of their  properties may be
bound.

      6.3 Securities Laws.

            (a) The  Buyer is  purchasing  the  Series A  Preferred  Shares  for
investment purposes.

            (b)  Investment  Representations.  The  Buyer has been  offered  the
opportunity  to ask  questions  of,  and  receive  answers  from  the  Company's
management,  and the  Buyer  has been  given  full and  complete  access  to all
available  information  and data  relating  to the  business  and  assets of the
Company and has obtained such  additional  information  about the Company as the
Buyer  has  deemed  necessary  in  order to  evaluate  the  opportunities,  both
financial and  otherwise,  with respect to the Company and,  except as set forth
herein,  has not  relied  on any  representation,  warranty  or other  statement
concerning  the Company and its  evaluation  of the decision to  consummate  the
transactions  contemplated  herein.  In its judgment,  the Buyer is sufficiently
familiar  with the Company to enable the Buyer to proceed with the  transactions
contemplated hereby.

            (c) The Buyer is an "accredited investor" as such term is defined in
Rule 501 of  Regulation  D  promulgated  under the  Securities  Act of 1933,  as
amended (the "Securities Act").

            (d) The Buyer is a sophisticated  investor familiar with the type of
risks inherent in the  acquisition of securities  such as the Series A Preferred
Shares.

7. [INTENTIONALLY OMITTED]

8. CONDITIONS TO OBLIGATIONS OF ALL PARTIES.

      The obligation of the Buyer and the Company to consummate the transactions
contemplated by this Agreement are subject to the satisfaction, on or before the
Closing, of each of the following conditions;  any or all of which may be waived
in whole or in part by the joint agreement of the Buyer and the Company:


                                       13
<PAGE>

      8.1 Absence of Actions. No action or proceeding shall have been brought or
threatened before any court or administrative agency to prevent the consummation
or  to  seek  damages  in a  material  amount  by  reason  of  the  transactions
contemplated hereby, and no governmental  authority shall have asserted that the
within transactions (or any other pending transaction involving the Buyer or the
Company when considered in light of the effect of the within transactions) shall
constitute a violation of law or give rise to material  liability on the part of
the Company or the Buyer.

      8.2 Consents. The parties shall have received from any suppliers, lessors,
lenders,  lien holders or  governmental  authorities,  bodies or agencies having
jurisdiction over the transactions  contemplated by this Agreement,  or any part
hereof,  such  consents,  authorizations  and approvals as are necessary for the
consummation hereof.

9. CONDITIONS TO OBLIGATIONS OF THE BUYER.

      All obligations of the Buyer to consummate the  transactions  contemplated
by this Agreement are subject to the  fulfillment  and  satisfaction of each and
every of the  following  conditions  on or prior to the  Closing,  any or all of
which may be waived in whole or in part by the Buyers:

      9.1  Representations  and Warranties.  The  representations and warranties
contained in Section 5 of this  Agreement  and in any  certificate,  instrument,
schedule, agreement or other writing delivered by or on behalf of the Company in
connection with the  transactions  contemplated by this Agreement shall be true,
correct and complete in all material  respects (except for  representations  and
warranties  which are by their terms  qualified by  materiality,  which shall be
true, correct and complete in all respects) as of the Closing Date.

      9.2 Certificate of Designations, Preferences and Rights. The Company shall
have  filed the  Certificate  of  Designations,  Preferences  and Rights for the
Series A Preferred  Shares with the Nevada  Secretary  of State and provided the
Buyers a stamped filed copy.

      9.3  Compliance  with  Agreements and  Conditions.  The Company shall have
performed and complied with all material  agreements and conditions  required by
this Agreement to be performed or complied with by it prior to or on the Closing
Date.

      9.4 Absence of Material Adverse Changes. No material adverse change in the
business,  assets,  financial condition,  or prospects of the Company shall have
occurred,  no  substantial  part of the assets of the Company not  substantially
covered by insurance  shall have been  destroyed due to fire or other  casualty,
and no event shall have occurred  which has had or will have a material  adverse
effect on the business, assets, financial condition or prospects of the Company.

      9.5 Board Approval.  The Company's Board of Directors shall have taken the
action  required by them pursuant to this  Agreement,  including an amendment to
the Company's  articles of  incorporation to adopt the rights and preferences of
the Series A  Preferred  Shares,  authorize  issuance  of the Series A Preferred
Shares and the  Conversion  Shares to be issued upon  conversion of the Series A
Preferred  Shares and the  reservation of the shares of Conversion  Shares to be
issued upon conversion of the Series A Preferred Shares.


                                       14
<PAGE>

      9.6 Other Agreements. The Company shall have executed and delivered to the
Buyers the Transaction Documents all in a form acceptable to the Buyer.

      9.7 Other  Documents.  The Company shall have  delivered to the Buyer such
other  documents  and  instruments  as the Buyer deems  reasonably  necessary or
desirable to consummate the transactions contemplated hereby.

      9.8 The Buyer shall have  received an opinion of counsel  from  Counsel to
the Company in a form satisfactory to the Buyer.

      9.9 The Company  shall have  provided to the Buyer a  certificate  of good
standing  from the  secretary  of state  from the state in which the  company is
incorporated.

      9.10 The Company shall have  provided to the Investor an  acknowledgement,
to the  satisfaction  of the Buyer,  from the  Company's  independent  certified
public  accountant as to the Company's  ability to provide all consents required
in order to file a registration statement in connection with this transaction.

      All  documents  delivered  to the  Buyer  shall be in form  and  substance
reasonably satisfactory to the Buyer.

10. CONDITIONS TO OBLIGATIONS OF THE COMPANY.

      All of the  obligations  of the  Company to  consummate  the  transactions
contemplated by this Agreement are subject to the  fulfillment and  satisfaction
of each and every of the following conditions on or prior to the Closing, any or
all of which may be waived in whole or in part by the Company:

      10.1  Representations  and Warranties.  The representations and warranties
contained in Section 6 of this  Agreement  and in any  certificate,  instrument,
schedule,  agreement or other writing  delivered by or on behalf of the Buyer in
connection  with the  transactions  contemplated by this Agreement shall be true
and correct in all material respects (except for  representations and warranties
which are by their terms qualified by materiality,  which shall be true, correct
and complete in all respects)  when made and shall be deemed to be made again at
and as of the  Closing  Date  and  shall  be true at and as of such  time in all
material respects (except for  representations and warranties which are by their
terms qualified by materiality, which shall be true, correct and complete in all
respects).

      10.2  Compliance  with  Agreements  and  Conditions.  The Buyer shall have
performed and complied with all material  agreements and conditions  required by
this  Agreement to be performed or complied with by the Buyer prior to or on the
Closing Date.

11. EVENTS OF DEAULT:

      11.1 An "Event of Default",  wherever  used  herein,  means any one of the
following  events  (whatever  the reason and  whether it shall be  voluntary  or
involuntary or effected by operation of law or pursuant to any judgment,  decree
or order of any court, or any order, rule or regulation of any administrative or
governmental body):


                                       15
<PAGE>

      11.2 The Company shall fail to observe or perform any covenant,  agreement
or  warranty  contained  in, or  otherwise  commit  any breach or default of any
provision  contained  herein or in any  Transaction  Document (as defined in the
Investment  Agreement  of even  date  herewith)  which is not cured  within  any
applicable cure period;

      11.3 The Company or any subsidiary of the Company shall commence, or there
shall be commenced  against the Company or any  subsidiary  of the Company under
any  applicable  bankruptcy or insolvency  laws as now or hereafter in effect or
any successor thereto, or the Company or any subsidiary of the Company commences
any other proceeding under any reorganization,  arrangement, adjustment of debt,
relief of debtors, dissolution,  insolvency or liquidation or similar law of any
jurisdiction  whether now or hereafter in effect  relating to the Company or any
subsidiary  of the  Company or there is  commenced  against  the  Company or any
subsidiary of the Company any such  bankruptcy,  insolvency or other  proceeding
which remains undismissed for a period of sixty-one (61) days; or the Company or
any subsidiary of the Company is adjudicated insolvent or bankrupt; or any order
of relief or other order  approving any such case or  proceeding is entered;  or
the Company or any  subsidiary  of the Company  suffers any  appointment  of any
custodian,  private  or  court  appointed  receiver  or the  like  for it or any
substantial part of its property which continues  undischarged or unstayed for a
period of sixty-one  (61) days; or the Company or any  subsidiary of the Company
makes a general  assignment for the benefit of creditors;  or the Company or any
subsidiary of the Company shall fail to pay, or shall state that it is unable to
pay, or shall be unable to pay,  its debts  generally as they become due; or the
Company or any  subsidiary  of the Company shall call a meeting of its creditors
with a view to  arranging a  composition,  adjustment  or  restructuring  of its
debts;  or the  Company or any  subsidiary  of the  Company  shall by any act or
failure to act expressly indicate its consent to, approval of or acquiescence in
any of the  foregoing;  or any corporate or other action is taken by the Company
or any  subsidiary  of the  Company  for the  purpose  of  effecting  any of the
foregoing;

      11.4 The Company or any  subsidiary of the Company shall default in any of
its obligations under any other obligation or any mortgage,  credit agreement or
other facility,  indenture  agreement,  factoring  agreement or other instrument
under which there may be issued,  or by which there may be secured or  evidenced
any  indebtedness for borrowed money or money due under any long term leasing or
factoring  arrangement  of the  Company or any  subsidiary  of the Company in an
amount  exceeding  One  Hundred  Thousand  Dollars   ($100,000),   whether  such
indebtedness  now exists or shall  hereafter be created and such  default  shall
result in such indebtedness  becoming or being declared due and payable prior to
the date on which it would otherwise become due and payable;

      11.5 The Common  Stock  shall cease to be quoted for trading or listed for
trading on the Nasdaq OTC Bulletin Board ("OTC"),  Nasdaq SmallCap  Market,  New
York Stock Exchange or the Nasdaq National Market (each, a "Subsequent  Market")
and shall not again be quoted or listed  for  trading  thereon  within  five (5)
Trading Days of such delisting; or

      11.6 The  Company  shall  fail for any  reason  to  deliver  Common  Stock
certificates to a Holder prior to the fifth (5th) Trading Day after a conversion
or the Company  shall provide  notice to the Holder,  including by way of public
announcement,  at any time,  of its  intention  not to comply with  requests for
conversions of the Series A Preferred Stock in accordance with the terms hereof.


                                       16
<PAGE>

      11.7 During the time that any  portion of the Series A Preferred  Stock is
outstanding, if any Event of Default has occurred, all of the outstanding Series
A Preferred  Stock and  dividends  under the Series A Preferred  Shares shall be
immediately due and payable  notwithstanding  any  limitations  contained in the
Certificate  of  Designations  or the  Transaction  Documents,  as this  term is
defined in the Investment Agreement.  Upon an event of default the Holders shall
have the right  (but not the  obligation)  to convert  the entire  amount of the
Series A Preferred Shares  outstanding as provided for herein.  Upon an Event of
Default, notwithstanding any other provision contained herein or any Transaction
Document,  the Holder shall have no  obligation  to comply with or adhere to any
limitations, if any, on the conversion or sale of the Series A Preferred Stock.

12. INDEMNITY.

      12.1 Indemnification by the Company. The Company (hereinafter collectively
called the "Company  Indemnitor") shall defend,  indemnify and hold harmless the
Buyer, its respective general partners, direct and indirect parent corporations,
subsidiaries  and  affiliates,  its  officers,  members,  directors,  employees,
attorneys and agents (hereinafter  collectively called the "Buyer  Indemnitees")
against and in respect of any and all loss, damage,  liability,  fine,  penalty,
cost and  expense,  including  reasonable  attorneys'  fees and amounts  paid in
settlement (collectively, the "Buyer Losses"), suffered or incurred by any Buyer
Indemnitee by reason of, or arising out of:

            (a)  any   misrepresentation,   breach  of  warranty  or  breach  or
nonfulfillment of any covenant, obligation or agreement of the Company contained
in this  Agreement  or in any  certificate,  schedule,  instrument  or  document
delivered to the Buyer by or on behalf of the Company pursuant to the provisions
of this Agreement (without regard to materiality  thresholds contained therein);
and

            (b)  any  liabilities  of  the  Company  of  any  nature  whatsoever
(including tax liability,  penalties and interest),  whether accrued,  absolute,
contingent  or otherwise,  (i) existing as of the date of the Company's  balance
sheet and required to be shown  therein in  accordance  with GAAP, to the extent
not  reflected  or  reserved  against in full in; or (ii)  arising or  occurring
between  September  30,  2005  and  the  date  of  this  Agreement,  except  for
liabilities arising in the ordinary course of business, none of which shall have
a material adverse effect on the Company.

            (c)  Indemnification by the Buyer. The Buyer (hereinafter called the
"Buyer Indemnitor") shall defend,  indemnify and hold harmless the Company,  its
direct and indirect parent  corporations,  subsidiaries  and  affiliates,  their
officers,  members,  directors,  employees,  attorneys  and agents  (hereinafter
called "Company Indemnitee") against and in respect of any and all loss, damage,
liability,  cost and expense,  including reasonable  attorneys' fees and amounts
paid in settlement  (collectively,  "Company  Losses"),  suffered or incurred by
Company Indemnitee by reason of or arising out of any misrepresentation,  breach
of warranty or breach or non-fulfillment of any material covenant, obligation or
agreement of the Buyer contained in this Agreement or in any other  certificate,
schedule, instrument or document delivered to the Company by or on behalf of the
Buyer  pursuant  to  the  provisions  of  this  Agreement   (without  regard  to
materiality thresholds contained therein).


                                       17
<PAGE>

      12.2 Defense of Claims.

            (a) Each party seeking indemnification  hereunder (an "Indemnitee"):
(i) shall provide the other party or parties (the  "Indemnitor")  written notice
of any claim or action by a third  party for which an  Indemnitor  may be liable
under the terms of this  Agreement,  within  ten (10) days  after  such claim or
action arises and is known to  Indemnitee,  and (ii) shall give the Indemnitor a
reasonable opportunity to participate in any proceedings and to settle or defend
any such claim or action. The expenses of all proceedings,  contests or lawsuits
with respect to such claims or actions shall be borne by the Indemnitor.  If the
Indemnitor wishes to assume the defense of such claim or action,  the Indemnitor
shall give written  notice to the  Indemnitee  within ten (10) days after notice
from the Indemnitee of such claim or action, and the Indemnitor shall thereafter
assume the defense of any such claim or liability,  through  counsel  reasonably
satisfactory to the Indemnitee, provided that Indemnitee may participate in such
defense at their own expense,  and the Indemnitor  shall, in any event, have the
right  to  control  the  defense  of the  claim or  action.  The  failure  of an
Indemnitee  to give any notice  required by this Section shall not affect any of
such party's  rights under this Section or  otherwise,  except and to the extent
that such failure is actually  prejudicial  to the rights or  obligations of the
Indemnitor.

            (b) If the  Indemnitor  shall not assume the defense of, or if after
so assuming it shall fail to defend,  any such claim or action,  the  Indemnitee
may  defend  against  any such  claim or action in such  manner as they may deem
appropriate  and the  Indemnitees  may settle such claim or  litigation  on such
terms as they may deem  appropriate  but subject to the  Indemnitor's  approval,
such approval not to be unreasonably withheld;  provided, however, that any such
settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to
object thereto,  by written notice to the  Indemnitee,  within fifteen (15) days
after the  Indemnitor's  receipt of a written  summary of such  settlement.  The
Indemnitor  shall  promptly  reimburse  the  Indemnitee  for the  amount  of all
expenses, legal and otherwise, incurred by the Indemnitee in connection with the
defense and settlement of such claim or action.

            (c) If a non-appealable  judgment is rendered against any Indemnitee
in any action covered by the indemnification  hereunder, or any lien attaches to
any of the assets of any of the  Indemnitee,  the Indemnitor  shall  immediately
upon such entry or attachment  pay such judgment in full or discharge  such lien
unless, at the expense and direction of the Indemnitor, an appeal is taken under
which the execution of the judgment or  satisfaction  of the lien is stayed.  If
and when a final judgment is rendered in any such action,  the Indemnitor  shall
forthwith  pay such  judgment or discharge  such lien before any  Indemnitee  is
compelled to do so.

      12.3 Waiver.  The failure of any  Indemnitee to give any notice or to take
any action  hereunder  shall not be deemed a waiver of any of the rights of such
Indemnitee  hereunder,   except  to  the  extent  that  Indemnitor  is  actually
prejudiced by such failure.


                                       18
<PAGE>

13. TERMINATION.

      13.1 Termination. This Agreement may be terminated at any time on or prior
to the Closing:

            (a) By mutual consent of the Buyer and the Company; or

            (b) At the  election of the Buyer if: (i) a Company has  breached or
failed  to  perform  or  comply  with  any of its  representations,  warranties,
covenants or  obligations  under this  Agreement;  or (ii) any of the conditions
precedent  set forth in Section 3, 4 or 9 is not  satisfied as and when required
by this Agreement;  or (iii) the Closing has not been consummated by within five
(5) business days from the date hereof; or

            (c) At the election of the Company if: (i) the Buyer has breached or
failed  to  perform  or  comply  with  any of its  representations,  warranties,
covenants or  obligations  under this  Agreement;  or (ii) any of the conditions
precedent  set forth in Section 6 or 9 is not  satisfied as and when required by
this Agreement; or (iii) the Closing has not been consummated by within five (5)
business days from the date hereof.

      13.2 Manner and Effect of  Termination.  Written notice of any termination
("Termination  Notice")  pursuant to this Section 13 shall be given by the party
electing termination of this Agreement  ("Terminating Party") to the other party
or parties  (collectively,  the "Terminated Party"), and such notice shall state
the reason for termination.  The party or parties receiving  Termination  Notice
shall have a period of ten (10) days after receipt of Termination Notice to cure
the matters giving rise to such  termination to the reasonable  satisfaction  of
the  Terminating  Party. If the matters giving rise to termination are not cured
as required hereby, this Agreement shall be terminated effective as of the close
of business on the tenth (10th) day following the Terminated  Party's receipt of
Termination Notice. Upon termination of this Agreement prior to the consummation
of the Closing and in accordance  with the terms hereof,  this  Agreement  shall
become void and of no effect,  and none of the parties  shall have any liability
to the others,  except that nothing  contained  herein  shall  relieve any party
from: (a) its  obligations  under Sections 3.2 and 3.3; or (b) liability for its
intentional breach of any representation, warranty or covenant contained herein,
or its  intentional  failure  to comply  with the terms and  conditions  of this
Agreement or to perform its obligations hereunder.

14. MISCELLANEOUS.

      14.1 Notices.

            (a) All notices, requests, demands, or other communications required
or permitted hereunder shall be in writing and shall be deemed to have been duly
given upon  receipt if delivered in person,  or upon the  expiration  of two (2)
days  after the date sent,  if sent by federal  express  (or  similar  overnight
courier service) to the parties at the following addresses:


                                       19
<PAGE>

If to the Company, to:      Medical Staffing Solutions, Inc.
                            8150 Leesburg Pike, Suite 1200
                            Vienna, VA  22182
                            Attention: Dr. B.B. Sahay, President
                            Telephone: (703) 641-8890
                            Facsimile: (703) 641-8949

With a copy to:             Kirkpatrick & Lockhart Nicholson Graham LLP
                            201 South Biscayne Boulevard - Suite 2000
                            Miami, FL  33131-2399
                            Attention: Clayton E. Parker, Esq.
                            Telephone: (305) 539-3300
                            Facsimile: (305) 358-7095

      If the Buyer,  to the  address and  facsimile  numbers of Schedule I, with
copies to Buyer's  counsel as set forth on Schedule I. Each party shall  provide
five (5) days' prior written  notice to the other party of any change in address
or facsimile number.

            (b) Notices may also be given in any other manner  permitted by law,
effective  upon  actual  receipt.  Any party may  change  the  address  to which
notices,  requests,  demands  or other  communications  to such  party  shall be
delivered or mailed by giving notice  thereof to the other parties hereto in the
manner provided herein.

      14.2   Survival.   The   representations,   warranties,   agreements   and
indemnifications  of the parties  contained in this  Agreement or in any writing
delivered  pursuant  to the  provisions  of this  Agreement  shall  survive  any
investigation  heretofore or hereafter made by the parties and the  consummation
of the  transactions  contemplated  herein and shall  continue in full force and
effect after the Closing.

      14.3 Counterparts;  Interpretation.  This Agreement may be executed in any
number of  counterparts,  each of which shall be deemed an original,  and all of
which shall  constitute one and the same instrument.  This Agreement  supersedes
all prior  discussions  and  agreements  between the parties with respect to the
subject matter hereof, and this Agreement contains the sole and entire agreement
among the parties  with respect to the matters  covered  hereby.  All  Schedules
hereto shall be deemed a part of this  Agreement.  This  Agreement  shall not be
altered or amended  except by an instrument in writing signed by or on behalf of
all of the  parties  hereto.  No  ambiguity  in any  provision  hereof  shall be
construed  against a party by reason of the fact it was drafted by such party or
its counsel. For purposes of this Agreement:  "herein",  "hereby",  "hereunder",
"herewith",  "hereafter"  and  "hereinafter"  refer  to  this  Agreement  in its
entirety,  and not to any  particular  subsection  or  paragraph.  References to
"including"  means including  without limiting the generality of any description
preceding such term. Nothing expressed or implied in this Agreement is intended,
or shall be construed,  to confer upon or give any person other than the parties
hereto any rights or remedies under or by reason of this Agreement.

      14.4 Governing Law. This Agreement shall be governed by and interpreted in
accordance  with  the laws of the  State of New  Jersey  without  regard  to the
principles  of  conflict  of laws.  The  parties  further  agree that any action
between  them shall be heard  exclusively  in Hudson  County,  New  Jersey,  and
expressly  consent to the  jurisdiction  and venue of the Superior  Court of New
Jersey,  sitting in Hudson  County,  New Jersey and the United  States  District
Court of New Jersey,  sitting in Newark, New Jersey, for the adjudication of any
civil action asserted pursuant to this paragraph.  Each party hereby irrevocably
waives,  to the  fullest  extent it may  effectively  do so,  the  defense of an
inconvenient  forum to the  maintenance of any such action in the forum selected
hereby.


                                       20
<PAGE>

      14.5 Successors and Assigns;  Assignment.  This Agreement shall be binding
upon and shall inure to the benefit of the parties  hereto and their  respective
heirs, executors, legal representatives, and successors; provided, however, that
the Company may not assign this Agreement or any rights  hereunder,  in whole or
in part.

      14.6 Partial  Invalidity  and  Severability.  All rights and  restrictions
contained  herein may be exercised and shall be  applicable  and binding only to
the extent that they do not violate any  applicable  laws and are intended to be
limited  to the extent  necessary  to render  this  Agreement  legal,  valid and
enforceable.  If any terms of this  Agreement  not  essential to the  commercial
purpose of this Agreement shall be held to be illegal,  invalid or unenforceable
by a court of competent  jurisdiction,  it is the  intention of the parties that
the remaining terms hereof shall  constitute their agreement with respect to the
subject  matter hereof and all such  remaining  terms shall remain in full force
and  effect.  To  the  extent  legally  permissible,  any  illegal,  invalid  or
unenforceable provision of this Agreement shall be replaced by a valid provision
which  will  implement  the  commercial  purpose  of  the  illegal,  invalid  or
unenforceable provision.

      14.7 Waiver.  Any term or condition of this Agreement may be waived at any
time by the party which is entitled  to the  benefit  thereof,  but only if such
waiver is evidenced by a writing signed by such party. No failure on the part of
a party  hereto to exercise,  and no delay in  exercising,  any right,  power or
remedy  created  hereunder,  shall  operate as a waiver  thereof,  nor shall any
single or  partial  exercise  of any  right,  power or remedy by any such  party
preclude any other future  exercise  thereof or the exercise of any other right,
power or  remedy.  No waiver by any party  hereto to any breach of or default in
any term or condition of this Agreement  shall  constitute a waiver of or assent
to any  succeeding  breach  of or  default  in the  same  or any  other  term or
condition hereof.

      14.8  Headings.  The headings as to contents of  particular  paragraphs of
this Agreement are inserted for convenience only and shall not be construed as a
part  of  this  Agreement  or as a  limitation  on the  scope  of any  terms  or
provisions of this Agreement.

      14.9 Expenses.

            (a)  Structuring  Fees.  The Company shall pay a structuring  fee to
Yorkville Advisors,  LLC of Ten Thousand Dollars ($10,000),  which shall be paid
directly from the proceeds held in escrow of the First Closing.

            (b) Fees and Expenses.  Each of the Company and the Buyers shall pay
all  costs  and  expenses   incurred  by  such  party  in  connection  with  the
negotiation,   investigation,   preparation,  execution  and  delivery  of  this
Agreement and all related documents to this  transaction.  The Company shall pay
Yorkville  Advisors  LLC  a  fee  equal  to  Eighty-One  Thousand  Five  Hundred
Seventy-Nine Dollars and Eighty-Nine Cents ($81,579.89), of which Forty Thousand
Dollars  ($40,000)  shall be paid  directly from the proceeds held in escrow for
the First  Closing and which shall be paid  directly  from the proceeds  held in
escrow for the Second Closing.


                                       21
<PAGE>

            (c) The  Company  shall  issue  also issue to the Buyer a warrant to
purchase Fifteen Million  (15,000,000) shares of the Company's Common Stock (the
"Buyer Warrant") exercisable for a period of five (5) years at an exercise price
of Three  Cents  ($0.03) per share.  The shares of the  Company's  Common  Stock
issuable upon exercise of the Buyer Warrant shall have  "piggy-back"  and demand
registration rights.

      14.10 Finder's  Fees. The Buyer  represents to the Company that no broker,
agent,  finder or other  party has been  retained by it in  connection  with the
transactions  contemplated  hereby and that no other fee or commission have been
agreed  to by the  Buyer  to be  paid  for  or on  account  of the  transactions
contemplated hereby. The Company represents to the Buyer that no broker,  agent,
finder or other party has been  retained by the Company in  connection  with the
transactions  contemplated  hereby and that no other fee or commission  has been
agreed  by the  Company  to be  paid  for  or on  account  of  the  transactions
contemplated hereby.

      14.11  Gender.  Where the context  requires,  the use of the singular form
herein  shall  include  the  plural,  the use of the plural  shall  include  the
singular, and the use of any gender shall include any and all genders.

      14.12 Currency.  All foreign  currency amounts required to be converted to
U.S.  Dollars for purposes of this  Agreement  shall be converted in  accordance
with GAAP.

      14.13  Acceptance by Fax. This Agreement shall be accepted,  effective and
binding, for all purposes, when the parties shall have signed and transmitted to
each other, by telecopier or otherwise, copies of the signature pages hereto.

      14.14  Attorneys' Fees. If any legal action or other proceeding is brought
for the enforcement of this Agreement, or because of an alleged dispute, breach,
default or misrepresentation in connection with any provision of this Agreement,
the prevailing  party shall be entitled to recover  reasonable  attorneys' fees,
court costs and all  expenses  (including,  without  limitation,  all such fees,
costs  and  expenses  incident  to  appellate,  bankruptcy,   post-judgment  and
alternative  dispute  resolution  proceedings),   incurred  in  that  action  or
proceeding, in addition to any other relief to which such party may be entitled.


                                       22
<PAGE>

      14.15  NO JURY  TRIAL.  THE  PARTIES  HEREBY  KNOWINGLY,  VOLUNTARILY  AND
INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY  LITIGATION  BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION  WITH
THIS  AGREEMENT  AND ANY  DOCUMENT  CONTEMPLATED  TO BE EXECUTED IN  CONJUNCTION
HEREWITH,  OR ANY COURSE OF  CONDUCT,  COURSE OF  DEALING,  STATEMENTS  (WHETHER
VERBAL OR  WRITTEN)  OR  ACTIONS  OF ANY  PARTY.  THIS  PROVISION  IS A MATERIAL
INDUCEMENT FOR THE PARTIES' ACCEPTANCE OF THIS AGREEMENT.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






                                       23
<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Investment Agreement or
caused this  Investment  Agreement to be duly executed by their duly  authorized
officers as of the day and year first above written.

                                        COMPANY:

                                        MEDICAL STAFFING SOLUTIONS, INC.


                                        By: /s/ Dr. B.B. Sahay
                                           -------------------------------------
                                        Name:  Dr. B.B. Sahay
                                        Title: President

                                        CORNELL CAPITAL PARTNERS, LP

                                        By:   Yorkville Advisors, LLC
                                        Its:  General Partner


                                        By: /s/ Mark A. Angelo
                                           -------------------------------------
                                        Name: Mark A. Angelo
                                        Its:  President and Portfolio Manager


                                       24
<PAGE>

                                    EXHIBIT A

               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
                        OF THE SERIES A PREFERRED SHARES






                                       A-1


<PAGE>

                                    EXHIBIT B

                 FORM OF INVESTOR REGISTRATION RIGHTS AGREEMENT










                                       B-1

<PAGE>

                                    EXHIBIT C

                            FORM OF ESCROW AGREEMENT














                                       C-1

<PAGE>

                                    EXHIBIT D

                  FORM IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
















                                       D-1

<PAGE>

                                    EXHIBIT E

      The  undersigned  hereby  agrees that for a period  commencing on December
___, 2005 and expiring on the later of (a) the date that all amounts owed to the
Buyers or any successors or assigns,  under the Series A Preferred Shares issued
to the Buyers pursuant to the Investment  Agreement  between the Company and the
Buyers  dated  December___,  2005  have  been paid or  converted  (the  "Lock-up
Period"),  he, she or it will not,  directly  or  indirectly,  without the prior
written consent of the Buyers, issue, offer, agree or offer to sell, sell, grant
an option for the purchase or sale of, transfer,  pledge,  assign,  hypothecate,
distribute  or otherwise  encumber or dispose of except  pursuant to Rule 144 of
the General Rules and Regulations  under the Securities Act of 1933, as amended,
any  securities  of the  Company,  including  common  stock or options,  rights,
warrants or other  securities  underlying,  convertible  into,  exchangeable  or
exercisable  for or evidencing any right to purchase or subscribe for any common
stock (whether or not beneficially owned by the undersigned),  or any beneficial
interest therein (collectively, the "Securities").

      In order to enable the aforesaid covenants to be enforced, the undersigned
hereby consents to the placing of legends and/or  stop-transfer  orders with the
transfer agent of the Company's securities with respect to any of the Securities
registered  in  the  name  of  the  undersigned  or  beneficially  owned  by the
undersigned, and the undersigned hereby confirms the undersigned's investment in
the Company.

Dated: _______________, 2005            Signature


                                        ----------------------------------------
                                        Name:
                                             -----------------------------------
                                        Address:
                                                --------------------------------
                                        City, State, Zip Code:
                                                              ------------------


                                        ----------------------------------------
                                        Print Social Security Number
                                        or Taxpayer I.D. Number


                                       E-1
<PAGE>

                                   SCHEDULE I

                               SCHEDULE OF BUYERS

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                              Address/Facsimile
          Name                                 Number of Buyers                   Amount of Subscription
--------------------------------------------------------------------------------------------------------
<S>                                     <C>                                                   <C>
Cornell Capital Partners, LP            101 Hudson Street - Suite 3700                        $3,000,000
                                        Jersey City, NJ 07303
                                        Attention: Mark Angelo
                                        Facsimile: (201) 985-8266

With a copy to: David Gonzalez, Esq.    101 Hudson Street - Suite 3700
                                        Jersey City, NJ 07302
                                        Facsimile: (201) 985-8266
</TABLE>







                                       I-1