ESCROW AGREEMENT

      THIS ESCROW  AGREEMENT  (this  "Agreement") is made and entered into as of
December 13, 2005 by and among MEDICAL STAFFING  SOLUTIONS,  INC., a corporation
organized  and existing  under the laws of the State of Nevada (the  "Company"),
CORNELL CAPITAL  PARTNERS,  LP (referred to as "Cornell" and/or the "Investor"),
and DAVID  GONZALEZ,  ESQ.,  as Escrow Agent  hereunder  (the  "Escrow  Agent").
Capitalized  terms  appearing  herein  but not  defined  herein  shall  have the
meanings ascribed to such terms in the Investment Agreement (defined below).

                                   BACKGROUND

      WHEREAS,  the Company and the  Investor  have  entered  into a  Investment
Agreement (the "Investment Agreement"), dated as of the date hereof, pursuant to
which the Company  proposes to sell the Investor and the Investor shall purchase
Series A  Preferred  Shares (the  "Series A  Preferred  Shares ") which shall be
convertible  into the  Company's  Common  Stock,  par value  $0.001 (the "Common
Stock"),  for a total purchase price of up to Three Million Dollars ($3,000,000)
(the  "Purchase  Price").  The Investment  Agreement  provides that the Investor
shall deposit the Purchase  Price in a segregated  escrow  account to be held by
the Escrow  Agent in order to  effectuate  a  disbursement  to the  Company at a
closing to be held as set forth in the Investment Agreement (the "Closing");

      WHEREAS,  Escrow Agent has agreed to accept,  hold, and disburse the funds
deposited with it in accordance with the terms of this Agreement; and

      WHEREAS,  in order to  establish  the  escrow of funds  and to effect  the
provisions of the  Investment  Agreement,  the parties  hereto have entered into
this Agreement.

      NOW THEREFORE,  in consideration of the foregoing,  it is hereby agreed as
follows:

      1. Definitions. The following terms shall have the following meanings when
used herein:

            a.  "Escrow  Funds"  shall mean the Purchase  Price  deposited  with
Escrow Agent pursuant to this Agreement.

            b. "Joint Written Direction" shall mean a written direction executed
by the  Investor and the Company  directing  Escrow Agent to disburse the Escrow
Funds and the Series A  Preferred  Shares or to take or refrain  from taking any
action pursuant to this Agreement.

            c. "Escrow Period" shall begin with the commencement of the Offering
and shall terminate upon the earlier to occur of the following dates:

                  (i) The date upon which Escrow Agent has  disbursed the Escrow
Funds in accordance with the terms of the Joint Written Direction to be executed
between the Investor and the Company; or
<PAGE>

                  (ii)  The  date  upon  which  a  determination  is made by the
Company and the Investor to terminate  the  Investment  Agreement in which event
the Escrow  Agent shall return the Escrow Funds to the Investor and the Series A
Preferred Shares to the Company.

      During the period from the date hereof until the Closing,  the Company and
the  Investor are aware that they are not  entitled to any funds  received  into
escrow and no amounts  deposited in the Escrow Account shall become the property
of the Company or the Investor or any other  entity,  or be subject to the debts
of the Company or the Investor or any other entity.

      2.  Appointment  of and  Acceptance by Escrow Agent.  The Investor and the
Company hereby appoint Escrow Agent to serve as Escrow Agent  hereunder.  Escrow
Agent hereby accepts such  appointment and, upon receipt by wire transfer of the
Escrow Funds in accordance with Section 3 below, agrees to hold and disburse the
Escrow Funds in accordance with this Agreement.

            a. The parties hereto  acknowledge  that the Escrow Agent is general
counsel to Cornell, a partner in the general partner of Cornell,  and counsel to
the  Cornell in  connection  with the  transactions  contemplated  and  referred
herein.  The parties  hereto  agree that in the event of any dispute  arising in
connection  with this Escrow  Agreement  or  otherwise  in  connection  with any
transaction  or agreement  contemplated  and referred  herein,  the Escrow Agent
shall be permitted  to continue to  represent  the Investor and the Company will
not seek to disqualify such counsel.

      3. Creation of Escrow Funds.  On or prior to the date of the  commencement
of the Offering,  the parties shall  establish an escrow account with the Escrow
Agent,  which  escrow  account  shall be entitled as follows:  Medical  Staffing
Solutions,  Inc./Cornell Capital Partners,  LP Escrow Account for the deposit of
the Escrow Funds.  The Investor  will wire the Purchase  Price to the account of
the Escrow Agent as follows:

Bank:                           Wachovia, N.A. of New Jersey
Routing #:                      031201467
Account #:                      2000014931134
Name on Account:                David Gonzalez Attorney Trust Account
Name on Sub-Account:            Medical Staffing Solutions, Inc./Cornell Capital
                                Partners, LP Escrow account

      4. Deposits  into the Escrow  Account.  The Investor  agrees that it shall
promptly  deliver the  Purchase  Price for the payment of the Series A Preferred
Shares to the Escrow Agent for deposit in the Escrow Account.

      5. Disbursements from the Escrow Account.


                                       2
<PAGE>

            a.  Upon  execution  of the  Investment  Agreement  and all  related
transaction  documents,  and pending the Closing,  the Investor shall deliver to
the Escrow Agent the Purchase  Price and the company shall deliver to the Escrow
Agent the Series A Preferred Shares.  Upon receipt of the Purchase Price and the
Series A Preferred  Shares,  the Escrow  Agent shall  notify the Company and the
Investor.  On the  Closing  Date,  on the terms and  subject  to the  conditions
contained  in the  Investment  Agreement,  the  Investor  and the Company  shall
execute and deliver a Joint  Written  Direction  directing  the Escrow  Agent to
disburse the Escrow Funds and deliver the Series A Preferred  Shares pursuant to
such Joint Written Direction,  at which time the Escrow Agent shall (i) wire the
Escrow  Funds,  minus the unpaid  structuring  fees and  expenses  of  Yorkville
Advisors Management, LLC, and in accordance with the Joint Written Direction, to
the Company, and (ii) deliver the Series A Preferred Shares to the Investor.  In
disbursing the Escrow Funds and delivering  the Series A Preferred  Shares,  the
Escrow Agent is authorized to rely upon such Joint  Written  Direction  from the
Company and the Investor and may accept any signatory from the Company listed on
the signature  page to this  Agreement and any signature  from the Investor that
Escrow Agent already has on file.

            b. In the event the parties  terminate the  Investment  Agreement or
the  conditions  to the Closing  contained in the  Investment  Agreement are not
fulfilled,  the Escrow Agent shall,  upon written  notification  to the parties,
return the Escrow Funds to the Investor and return the Series A Preferred Shares
to the Company.

      6. Collection Procedure.  Escrow Agent is hereby authorized to deposit the
proceeds of each wire in the Escrow Account.

      7.  Suspension of  Performance:  Disbursement  Into Court. If at any time,
there shall exist any dispute  between the Company and the Investor with respect
to  holding or  disposition  of any  portion  of the  Escrow  Funds or any other
obligations of Escrow Agent hereunder,  or if at any time Escrow Agent is unable
to determine, to Escrow Agent's sole satisfaction, the proper disposition of any
portion of the Escrow Funds or Escrow Agent's proper actions with respect to its
obligations hereunder, or if the parties have not within thirty (30) days of the
furnishing  by Escrow  Agent of a notice of  resignation  pursuant  to Section 9
hereof,  appointed a successor Escrow Agent to act hereunder,  then Escrow Agent
may, in its sole discretion, take either or both of the following actions:

            a.  Suspend the  performance  of any of its  obligations  (including
without  limitation any  disbursement  obligations)  under this Escrow Agreement
until such dispute or uncertainty  shall be resolved to the sole satisfaction of
Escrow Agent or until a successor  Escrow Agent shall be appointed  (as the case
may be);  provided  however,  Escrow  Agent shall  continue to invest the Escrow
Funds in accordance with Section 8 hereof; and/or

            b.  Petition  (by  means  of an  interpleader  action  or any  other
appropriate method) any court of competent  jurisdiction in any venue convenient
to Escrow Agent, for  instructions  with respect to such dispute or uncertainty,
and to the  extent  required  by law,  pay into  such  court,  for  holding  and
disposition in accordance with the instructions of such court, all funds held by
it in the Escrow Funds,  after deduction and payment to Escrow Agent of all fees
and expenses  (including  court costs and attorneys'  fees) payable to, incurred
by, or expected to be incurred by Escrow Agent in connection with performance of
its duties and the exercise of its rights hereunder.


                                       3
<PAGE>

            c.  Escrow  Agent  shall  have  no  liability  to the  Company,  the
Investor,  or any person with respect to any such  suspension of  performance or
disbursement  into  court,  specifically  including  any  liability  or  claimed
liability that may arise, or be alleged to have arisen, out of or as a result of
any delay in the  disbursement of funds held in the Escrow Funds or any delay in
with respect to any other action required or requested of Escrow Agent.

      8. Investment of Escrow Funds. Escrow Agent shall deposit the Escrow Funds
in a non-interest bearing account.

      If Escrow  Agent has not  received a Joint  Written  Direction at any time
that an investment decision must be made, Escrow Agent shall maintain the Escrow
Funds, or such portion thereof,  as to which no Joint Written Direction has been
received, in a non-interest bearing account.

      9.  Resignation and Removal of Escrow Agent.  Escrow Agent may resign from
the performance of its duties  hereunder at any time by giving thirty (30) days'
prior written notice to the parties or may be removed, with or without cause, by
the parties,  acting jointly,  by furnishing a Joint Written Direction to Escrow
Agent,  at any time by the  giving of ten (10)  days'  prior  written  notice to
Escrow Agent as provided  herein below.  Upon any such notice of  resignation or
removal,  the  representatives  of the  Investor and the Company  identified  in
Sections  13(a)(iv)  and  13(b)(iv),  below,  jointly  shall appoint a successor
Escrow Agent hereunder, which shall be a commercial bank, trust company or other
financial  institution  with  a  combined  capital  and  surplus  in  excess  of
$10,000,000.00.  Upon the  acceptance  in writing of any  appointment  of Escrow
Agent hereunder by a successor  Escrow Agent,  such successor Escrow Agent shall
thereupon succeed to and become vested with all the rights,  powers,  privileges
and duties of the retiring Escrow Agent,  and the retiring Escrow Agent shall be
discharged  from its duties and  obligations  under this Escrow  Agreement,  but
shall not be  discharged  from any  liability  for actions taken as Escrow Agent
hereunder  prior  to  such   succession.   After  any  retiring  Escrow  Agent's
resignation or removal,  the provisions of this Escrow  Agreement shall inure to
its  benefit as to any  actions  taken or omitted to be taken by it while it was
Escrow  Agent under this  Escrow  Agreement.  The  retiring  Escrow  Agent shall
transmit all records pertaining to the Escrow Funds and shall pay all funds held
by it in the Escrow Funds to the successor Escrow Agent,  after making copies of
such records as the retiring  Escrow Agent deems  advisable and after  deduction
and payment to the retiring  Escrow  Agent of all fees and  expenses  (including
court costs and  attorneys'  fees)  payable to,  incurred  by, or expected to be
incurred by the retiring  Escrow Agent in connection with the performance of its
duties and the exercise of its rights hereunder.

      10. Liability of Escrow Agent.

            a. Escrow Agent shall have no liability or  obligation  with respect
to the Escrow  Funds  except  for Escrow  Agent's  willful  misconduct  or gross
negligence.  Escrow Agent's sole  responsibility  shall be for the  safekeeping,
investment, and disbursement of the Escrow Funds in accordance with the terms of
this  Agreement.  Escrow Agent shall have no implied duties or  obligations  and
shall not be charged with  knowledge or notice or any fact or  circumstance  not
specifically  set forth herein.  Escrow Agent may rely upon any instrument,  not
only as to its due  execution,  validity and  effectiveness,  but also as to the
truth and accuracy of any information contained herein, which Escrow Agent shall
in good faith  believe to be genuine,  to have been signed or  presented  by the


                                       4
<PAGE>

person or parties  purporting to sign the same and conform to the  provisions of
this  Agreement.  In no event  shall  Escrow  Agent be  liable  for  incidental,
indirect, special, and consequential or punitive damages. Escrow Agent shall not
be obligated to take any legal action or commence any  proceeding  in connection
with the Escrow  Funds,  any account in which Escrow Funds are  deposited,  this
Agreement or the Purchase  Agreement,  or to appear in,  prosecute or defend any
such legal action or proceeding. Escrow Agent may consult legal counsel selected
by it in any event of any dispute or question as to  construction  of any of the
provisions hereof or of any other agreement or its duties hereunder, or relating
to any dispute  involving  any party  hereto,  and shall incur no liability  and
shall be fully indemnified from any liability whatsoever in acting in accordance
with the opinion or instructions  of such counsel.  The Company and the Investor
jointly and severally  shall promptly pay, upon demand,  the reasonable fees and
expenses of any such counsel.

            b. Escrow Agent is hereby  authorized,  in its sole  discretion,  to
comply with orders  issued or process  entered by any court with  respect to the
Escrow Funds, without determination by Escrow Agent of such court's jurisdiction
in the  matter.  If any  portion  of the Escrow  Funds is at any time  attached,
garnished  or  levied  upon  under  any  court  order,  or in case the  payment,
assignment,  transfer,  conveyance  or  delivery of any such  property  shall be
stayed or  enjoined  by any court  order,  or in any case any order  judgment or
decree shall be made or entered by any court affecting such property or any part
thereof,  then and in any such event,  Escrow Agent is  authorized,  in its sole
discretion, to rely upon and comply with any such order, writ judgment or decree
which it is advised by legal counsel  selected by it,  binding upon it,  without
the need for appeal or other action;  and if Escrow Agent complies with any such
order,  writ,  judgment or decree,  it shall not be liable to any of the parties
hereto or to any other person or entity by reason of such compliance even though
such order,  writ  judgment or decree may be  subsequently  reversed,  modified,
annulled, set aside or vacated.

      11.  Indemnification of Escrow Agent. From and at all times after the date
of this  Agreement,  the parties  jointly and severally,  shall,  to the fullest
extent  permitted by law and to the extent provided  herein,  indemnify and hold
harmless Escrow Agent and each director, officer, employee,  attorney, agent and
affiliate of Escrow Agent (collectively,  the "Indemnified Parties") against any
and all actions,  claims (whether or not valid), losses,  damages,  liabilities,
costs  and  expenses  of  any  kind  or  nature  whatsoever  (including  without
limitation  reasonable  attorney's  fees,  costs and  expenses)  incurred  by or
asserted against any of the Indemnified  Parties from and after the date hereof,
whether direct, indirect or consequential,  as a result of or arising from or in
any way relating to any claim,  demand,  suit, action, or proceeding  (including
any inquiry or  investigation) by any person,  including without  limitation the
parties to this Agreement,  whether  threatened or initiated,  asserting a claim
for any legal or  equitable  remedy  against  any  person  under any  statute or
regulation, including, but not limited to, any federal or state securities laws,
or under any common law or  equitable  cause or  otherwise,  arising  from or in
connection with the negotiation,  preparation, execution, performance or failure
of performance of this Agreement or any transaction contemplated herein, whether
or not any such  Indemnified  Party is a party to any such action or proceeding,
suit or the target of any such inquiry or investigation; provided, however, that
no  Indemnified  Party  shall  have the right to be  indemnified  hereunder  for
liability finally determined by a court of competent jurisdiction, subject to no
further appeal, to have resulted from the gross negligence or willful misconduct


                                       5
<PAGE>

of such  Indemnified  Party.  If any such  action or claim  shall be  brought or
asserted against any Indemnified  Party,  such Indemnified  Party shall promptly
notify the Company and the Investor  hereunder in writing,  and the Investor and
the Company  shall  assume the defense  thereof,  including  the  employment  of
counsel and the payment of all expenses.  Such  Indemnified  Party shall, in its
sole discretion,  have the right to employ separate counsel (who may be selected
by such  Indemnified  Party in its sole  discretion)  in any such  action and to
participate and to participate in the defense thereof, and the fees and expenses
of such  counsel  shall  be paid by such  Indemnified  Party,  except  that  the
Investor  and/or the  Company  shall be required to pay such fees and expense if
(a) the Investor or the Company agree to pay such fees and expenses,  or (b) the
Investor  and/or the Company  shall fail to assume the defense of such action or
proceeding or shall fail, in the sole discretion of such  Indemnified  Party, to
employ counsel  reasonably  satisfactory  to the  Indemnified  Party in any such
action or proceeding,  (c) the Investor and the Company are the plaintiff in any
such  action or  proceeding  or (d) the named or  potential  parties to any such
action or proceeding  (including any potentially impleaded parties) include both
the Indemnified Party, the Company and/or the Investor and the Indemnified Party
shall have been advised by counsel that there may be one or more legal  defenses
available to it which are different from or additional to those available to the
Company or the  Investor.  The  Investor  and the  Company  shall be jointly and
severally  liable to pay fees and expenses of counsel  pursuant to the preceding
sentence, except that any obligation to pay under clause (a) shall apply only to
the party so agreeing.  All such fees and expenses payable by the Company and/or
the Investor pursuant to the foregoing  sentence shall be paid from time to time
as incurred,  both in advance of and after the final  disposition of such action
or claim.  The  obligations  of the parties under this section shall survive any
termination of this  Agreement,  and  resignation or removal of the Escrow Agent
shall be independent of any obligation of Escrow Agent.

      The parties  agree that neither  payment by the Company or the Investor of
any claim by Escrow Agent for  indemnification  hereunder  shall impair,  limit,
modify,  or affect,  as between the  Investor and the  Company,  the  respective
rights and  obligations of Investor,  on the one hand,  and the Company,  on the
other hand.

      12.  Expenses  of Escrow  Agent.  Except as set  forth in  Section  11 the
Company shall  reimburse  Escrow Agent for all of its  reasonable  out-of-pocket
expenses,  including  attorneys' fees, travel expenses,  telephone and facsimile
transmission  costs,  postage  (including  express mail and  overnight  delivery
charges),   copying  charges  and  the  like.  All  of  the   compensation   and
reimbursement  obligations  set forth in this  Section  shall be  payable by the
Company,  upon demand by Escrow Agent. The obligations of the Company under this
Section shall survive any  termination of this Agreement and the  resignation or
removal of Escrow Agent.

      13. Representations and Warranties.

            a. The Investor makes the following  representations  and warranties
to Escrow Agent:

                  (i) The Investor  has full power and  authority to execute and
deliver this Agreement and to perform its obligations hereunder.


                                       6
<PAGE>

                  (ii) This  Agreement  has been duly  approved by all necessary
action of the Investor, and has been executed by duly authorized officers of the
Investor, enforceable in accordance with its terms.

                  (iii) The execution, delivery, and performance by the Investor
of this Agreement will not violate,  conflict with, or cause a default under any
agreement of limited partnership of Investor,  any applicable law or regulation,
any court order or  administrative  ruling or degree to which the  Investor is a
party or any of its property is subject, or any agreement,  contract, indenture,
or other binding arrangement.

                  (iv)  Mark  Angelo  has  been  duly  appointed  to  act as the
representative  of the  Investor  and has full power and  authority  to execute,
deliver,  and perform  this Escrow  Agreement,  to execute and deliver any Joint
Written Direction,  to amend,  modify, or waive any provision of this Agreement,
and to take any and all other actions as the  Investor's  representatives  under
this Agreement, all without further consent or direction form, or notice to, the
Investor or any other party.

                  (v) No party other than the parties hereto has, or shall have,
any lien, claim or security interest in the Escrow Funds or any part thereof. No
financing  statement  under  the  Uniform  Commercial  Code  is on  file  in any
jurisdiction claiming a security interest in or describing (whether specifically
or generally) the Escrow Funds or any part thereof.

                  (vi) All of the representations and warranties of the Investor
contained  herein are true and  complete  as of the date hereof and will be true
and complete at the time of any disbursement from the Escrow Funds.

            b. The Company makes the following representations and warranties to
the Escrow Agent:

                  (i) The  Company  is a  corporation  duly  organized,  validly
existing,  and in good  standing  under the laws of the State of Nevada  and has
full power and  authority to execute and deliver this  Agreement  and to perform
its obligations hereunder.

                  (ii) This  Agreement  has been duly  approved by all necessary
corporate action of the Company,  including any necessary  shareholder approval,
has been executed by duly  authorized  officers of the Company,  enforceable  in
accordance with its terms.

                  (iii) The execution,  delivery, and performance by the Company
of this Agreement is in accordance  with the  Investment  Agreement and will not
violate,   conflict   with,  or  cause  a  default  under  the   certificate  of
incorporation  or bylaws of the Company,  any applicable law or regulation,  any
court order or  administrative  ruling or decree to which the Company is a party
or any of its property is subject,  or any agreement,  contract,  indenture,  or
other  binding  arrangement,  including  without  limitation  to the  Investment
Agreement, to which the Company is a party.

                  (iv) Dr.  B.B  Sahay  has been  duly  appointed  to act as the
representative  of the Company  hereunder  and has full power and  authority  to
execute,  deliver, and perform this Agreement,  to execute and deliver any Joint
Written Direction, to amend, modify or waive any provision of this Agreement and
to take all other actions as the Company's  Representative under this Agreement,
all without  further consent or direction from, or notice to, the Company or any
other party.


                                       7
<PAGE>

                  (v) No party other than the parties hereto has, or shall have,
any lien, claim or security interest in the Escrow Funds or any part thereof. No
financing  statement  under  the  Uniform  Commercial  Code  is on  file  in any
jurisdiction claiming a security interest in or describing (whether specifically
or generally) the Escrow Funds or any part thereof.

                  (vi) All of the  representations and warranties of the Company
contained  herein are true and  complete  as of the date hereof and will be true
and complete at the time of any disbursement from the Escrow Funds.

      14. Consent to Jurisdiction  and Venue. In the event that any party hereto
commences  a  lawsuit  or other  proceeding  relating  to or  arising  from this
Agreement,  the parties  hereto agree that the United States  District Court for
the District of New Jersey shall have the sole and exclusive  jurisdiction  over
any  such   proceeding.   If  all  such  courts  lack  federal   subject  matter
jurisdiction,  the parties agree that the Superior Court Division of New Jersey,
Chancery  Division of Hudson County shall have sole and exclusive  jurisdiction.
Any of these  courts  shall be proper  venue for any such  lawsuit  or  judicial
proceeding and the parties hereto waive any objection to such venue. The parties
hereto consent to and agree to submit to the  jurisdiction  of any of the courts
specified  herein  and agree to accept the  service of process to vest  personal
jurisdiction over them in any of these courts.

      15. Notice.  All notices and other  communications  hereunder  shall be in
writing and shall be deemed to have been validly served, given or delivered five
(5) days after deposit in the United States mails, by certified mail with return
receipt requested and postage prepaid,  when delivered  personally,  one (1) day
delivered  to  any  overnight   courier,   or  when   transmitted  by  facsimile
transmission  and upon  confirmation of receipt and addressed to the party to be
notified as follows:

If to the Investor, to:        Cornell Capital Partners, LP
                               101 Hudson Street - Suite 3700
                               Jersey City, NJ 07302
                               Attention:  Mark Angelo
                                           Portfolio Manager
                               Telephone:  (201) 985-8300
                               Facsimile:  (201) 985-8266

If to Escrow Agent, to:        David Gonzalez, Esq.
                               101 Hudson Street - Suite 3700
                               Jersey City, NJ 07302
                               Telephone:  (201) 985-8300
                               Facsimile:  (201) 985-8266


                                       8
<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

Or to such other address as each party may designate for itself by like notice.

      16.  Amendments  or  Waiver.  This  Agreement  may  be  changed,   waived,
discharged  or terminated  only by a writing  signed by the parties  hereto.  No
delay or omission by any party in exercising any right with respect hereto shall
operate as waiver.  A waiver on any one occasion shall not be construed as a bar
to, or waiver of, any right or remedy on any future occasion.

      17.  Severability.  To the  extent  any  provision  of this  Agreement  is
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective  to  the  extent  of  such  prohibition,   or  invalidity,   without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

      18.  Governing Law. This Agreement  shall be construed and  interpreted in
accordance  with the  internal  laws of the State of New Jersey  without  giving
effect to the conflict of laws principles thereof.

      19. Entire  Agreement.  This Agreement  constitutes  the entire  Agreement
between the parties relating to the holding, investment, and disbursement of the
Escrow Funds and sets forth in their entirety the  obligations and duties of the
Escrow Agent with respect to the Escrow Funds.

      20. Binding Effect.  All of the terms of this  Agreement,  as amended from
time to time,  shall be binding upon, inure to the benefit of and be enforceable
by the respective heirs, successors and assigns of the Investor, the Company, or
the Escrow Agent.

      21.  Execution  of  Counterparts.  This  Agreement  and any Joint  Written
Direction  may be  executed  in  counter  parts,  which when so  executed  shall
constitute one and same agreement or direction.


                                       9
<PAGE>

      22.  Termination.  Upon the  first to  occur  of the  disbursement  of all
amounts  in the  Escrow  Funds  pursuant  to  Joint  Written  Directions  or the
disbursement of all amounts in the Escrow Funds into court pursuant to Section 7
hereof,  this Agreement  shall  terminate and Escrow Agent shall have no further
obligation or liability  whatsoever with respect to this Agreement or the Escrow
Funds.

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<PAGE>

      IN WITNESS WHEREOF the parties have hereunto set their hands and seals the
day and year above set forth.

                                        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 Angelo
                                           -------------------------------------
                                        Name:  Mark Angelo
                                        Title: Portfolio Manager and President


                                        By: /s/ David Gonzalez, Esq.
                                           -------------------------------------
                                        Name:  David Gonzalez, Esq.


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