IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                                December 13, 2005

Holladay Stock Transfer Inc.
2939 North 67th Place
Scottsdale AZ 85251

Attention: Thomas C. Laucks

      RE:   MEDICAL STAFFING SOLUTIONS, INC.

Ladies and Gentlemen:

      Reference is made to that certain  Investment  Agreement (the  "Investment
Agreement")  of even date herewith by and between  Medical  Staffing  Solutions,
Inc., a corporation organized and existing under the laws of the State of Nevada
(the  "Company")  and Cornell  Capital  Partners,  LP  (referred to as "Cornell"
and/or a "Buyer"). Pursuant to the Investment Agreement, the Company has sold to
the Buyer,  and the Buyer have  purchased  from the  Company  Series A Preferred
Shares  (the  "Series A  Preferred  Shares")  in the  aggregate  amount of Three
Million Dollars  ($3,000,000)  which is convertible into shares of the Company's
common stock, no par value (the "Common Stock"),  at the Buyer' discretion.  The
Company has also issued to the Buyer warrants to purchase up to Fifteen  Million
(15,000,000)  shares of Common Stock, at the Buyer's discretion (the "Warrant").
These instructions  relate to the following stock or proposed stock issuances or
transfers:

      1.    Shares of Common Stock to be issued to the Buyer upon  conversion of
            the Series A Preferred Shares ("Conversion Shares").

      2.    Up to  Fifteen  Million  (15,000,000)  shares of Common  Stock to be
            issued to the Buyer  upon  exercise  of the  Warrant  (the  "Warrant
            Shares").

      This letter shall serve as our irrevocable  authorization and direction to
Holladay Stock Transfer Inc. (the "Transfer Agent") to do the following:

      1.    Conversion Shares and Warrant Shares.
<PAGE>

      a.  Instructions  Applicable  to  Transfer  Agent.  With  respect  to  the
Conversion  Shares and the Warrant  Shares,  the Transfer  Agent shall issue the
Conversion  Shares  and the  Warrant  Shares to the Buyer from time to time upon
delivery  to the  Transfer  Agent of a  properly  completed  and  duly  executed
Conversion Notice (the "Conversion  Notice"),  or a properly  completed and duly
executed Exercise Notice (the "Exercise Notice") in the form attached as Exhibit
A to the Warrant,  delivered to the Transfer Agent by the Escrow Agent on behalf
of the Company.  Upon receipt of a Conversion Notice or an Exercise Notice,  the
Transfer  Agent shall  within three (3) Trading  Days  thereafter  (i) issue and
surrender to a common carrier for overnight delivery to the address as specified
in the Conversion  Notice or the Exercise Notice,  a certificate,  registered in
the name of the Buyer or its designees, for the number of shares of Common Stock
to which the Buyer shall be entitled  as set forth in the  Conversion  Notice or
Exercise  Notice or (ii)  provided the Transfer  Agent is  participating  in The
Depository  Trust Company ("DTC") Fast Automated  Securities  Transfer  Program,
upon the request of the Buyer,  credit such aggregate number of shares of Common
Stock to which the Buyer  shall be  entitled  to the  Buyer's or its  designees'
balance  account with DTC through its Deposit  Withdrawal At Custodian  ("DWAC")
system  provided  the  Buyer  causes  its bank or broker  to  initiate  the DWAC
transaction.  For purposes  hereof "Trading Day" shall mean any day on which the
Nasdaq Market is open for customary trading.

      b. The Company  hereby  confirms to the Transfer  Agent and the Buyer that
certificates representing the Conversion Shares and the Warrant Shares shall not
bear  any  legend  restricting  transfer  and  should  not  be  subject  to  any
stop-transfer  restrictions  and shall  otherwise be freely  transferable on the
books and records of the Company;  provided that counsel to the Company delivers
(i) the Notice of Effectiveness  set forth in Exhibit I attached hereto and (ii)
an opinion of counsel in the form set forth in Exhibit II attached  hereto,  and
that if the  Conversion  Shares,  and the Warrant  Shares are not registered for
sale under the Securities Act of 1933, as amended, then the certificates for the
Conversion Shares and the Warrant Shares shall bear the following legend:

      "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER  THE  SECURITIES  ACT OF  1933,  AS  AMENDED,  OR  APPLICABLE  STATE
      SECURITIES  LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
      NOT BE OFFERED FOR SALE,  SOLD,  TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
      AN  EFFECTIVE   REGISTRATION   STATEMENT  FOR  THE  SECURITIES  UNDER  THE
      SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE SECURITIES LAWS,
      OR AN OPINION OF COUNSEL, IN A FORM REASONABLY  ACCEPTABLE TO THE COMPANY,
      THAT  REGISTRATION  IS NOT  REQUIRED  UNDER SAID ACT OR  APPLICABLE  STATE
      SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT."

      c. In the event that counsel to the Company  fails or refuses to render an
opinion as required  to issue the  Conversion  Shares or the  Warrant  Shares in
accordance  with the  preceding  paragraph  (either with or without  restrictive
legends, as applicable),  then the Company irrevocably and expressly  authorizes
counsel to the Buyer to render such opinion. The Transfer Agent shall accept and
be entitled to rely on such opinion for the  purposes of issuing the  Conversion
Shares.


                                       2
<PAGE>

      d.  Instructions  Applicable  to Escrow  Agent.  Upon the  Escrow  Agent's
receipt of a properly  completed  Conversion  Notice or Exercise  Notice and the
Aggregate  Exercise  Price (as defined in the Warrant),  the Escrow Agent shall,
within one (1) Trading Day thereafter, send to the Transfer Agent the Conversion
Notice  or  Exercise  Notice  as the  case may be,  which  shall  constitute  an
irrevocable  instruction to the Transfer Agent to process such Conversion Notice
or Exercise Notice in accordance with the terms of these instructions.

      2. All Shares.

      a. The Transfer Agent shall reserve for issuance to the Buyer a minimum of
Five  Hundred  Fifty-One  Million  Four Hundred  Seventy  Thousand  Five Hundred
Eighty-Eight  (551,470,558)  Conversion Shares and Fifteen Million  (15,000,000)
Warrant Shares.  All such shares shall remain in reserve with the Transfer Agent
until the Buyer provides the Transfer Agent  instructions that the shares or any
part of them shall be taken out of reserve and shall no longer be subject to the
terms of these instructions.

      b. The Transfer Agent shall rely exclusively on the Conversion Notice, the
Escrow Notice, or the Exercise Notice and shall have no liability for relying on
such  instructions.  Any Conversion  Notice,  Escrow Notice,  or Exercise Notice
delivered hereunder shall constitute an irrevocable  instruction to the Transfer
Agent to process such notice or notices in  accordance  with the terms  thereof.
Such notice or notices may be  transmitted to the Transfer Agent by facsimile or
any commercially reasonable method.

      c. The Company hereby confirms to the Transfer Agent and the Buyer that no
instructions  other than as contemplated  herein will be given to Transfer Agent
by the Company with respect to the matters referenced herein. The Company hereby
authorizes the Transfer  Agent,  and the Transfer  Agent shall be obligated,  to
disregard any contrary instructions received by or on behalf of the Company.

      Certain  Notice  Regarding the Escrow Agent.  The Company and the Transfer
Agent hereby  acknowledge that the Escrow Agent is general counsel to the Buyer,
a partner  of the  general  partner  of the Buyer  and  counsel  to the Buyer in
connection with the transactions  contemplated and referred herein.  The Company
and the  Transfer  Agent  agree  that in the  event of any  dispute  arising  in
connection  with this 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 Buyer and neither the Company nor the
Transfer Agent will seek to disqualify such counsel.

      The Company  hereby agrees that it shall not replace the Transfer Agent as
the Company's transfer agent without the prior written consent of the Buyer.

      Any attempt by Transfer  Agent to resign as the Company's  transfer  agent
hereunder shall not be effective until such time as the Company  provides to the
Transfer Agent written notice that a suitable replacement has agreed to serve as
transfer agent and to be bound by the terms and conditions of these  Irrevocable
Transfer Agent Instructions.

      The Company herby confirms and the Transfer Agent  acknowledges that while
any portion of the Series A Preferred Shares remains unconverted the Company and
the Transfer Agent shall not,  without the prior consent of the Buyer, (i) issue
any Common Stock or Preferred Stock without consideration or for a consideration
per  share  less than  closing  bid price  determined  immediately  prior to its
issuance,  (ii) issue any Preferred Stock,  warrant,  option,  right,  contract,
call, or other  security or instrument  granting the holder thereof the right to
acquire Common Stock without consideration or for a consideration per share less
than the closing bid price of the Common Stock determined  immediately  prior to
its issuance, (iii) issue any S-8 shares of the Company's Common Stock.


                                       3
<PAGE>

      The Company and the  Transfer  Agent hereby  acknowledge  and confirm that
complying  with the terms of this  Agreement does not and shall not prohibit the
Transfer Agent from satisfying any and all fiduciary responsibilities and duties
it may owe to the Company.

      The Company and the Transfer Agent  acknowledge  that the Buyer is relying
on the  representations and covenants made by the Company and the Transfer Agent
hereunder  and are a material  inducement  to the Buyer  purchasing  convertible
debentures under the Securities Purchase Agreement. The Company and the Transfer
Agent further acknowledge that without such representations and covenants of the
Company and the Transfer Agent made hereunder,  the Buyer would not purchase the
Series A Preferred Shares.

      Each party hereto  specifically  acknowledges and agrees that in the event
of a breach or threatened breach by a party hereto of any provision hereof,  the
Buyer will be irreparably damaged and that damages at law would be an inadequate
remedy if these  Irrevocable  Transfer Agent  Instructions were not specifically
enforced.  Therefore,  in the event of a breach or threatened  breach by a party
hereto, including,  without limitation,  the attempted termination of the agency
relationship  created  by this  instrument,  the  Buyer  shall be  entitled,  in
addition to all other  rights or remedies,  to an  injunction  restraining  such
breach,  without being required to show any actual damage or to post any bond or
other security, and/or to a decree for specific performance of the provisions of
these Irrevocable Transfer Agent Instructions.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       4
<PAGE>

      IN  WITNESS  WHEREOF,  the  parties  have  caused  this  letter  agreement
regarding  Irrevocable  Transfer  Agent  Instructions  to be duly  executed  and
delivered as of the date first written above.

                                        MEDICAL STAFFING SOLUTIONS, INC.


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


                                        DAVID GONZALEZ, ESQ.


                                        /s/ David Gonzalez, Esq.
                                        ----------------------------------------
                                        David Gonzalez, Esq.

HOLLADAY STOCK TRANSFER INC.


By: /s/ Thomas C. Laucks
   -----------------------------------
Name: Thomas C. Laucks
Title: Secretary


                                       5
<PAGE>

                                   SCHEDULE I

                                SCHEDULE OF BUYER

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                                                                            Address/Facsimile
Name                                    Signature                           Number of Buyer
----------------------------------------------------------------------------------------------------------
<S>                                     <C>                                 <C>
Cornell Capital Partners, LP            By:   Yorkville Advisors, LLC       101 Hudson Street - Suite 3700
                                        Its:  General Partner               Jersey City, NJ  07303
                                                                            Facsimile:  (201) 985-8266


                                        By: /s/ Mark Angelo
                                           -------------------------------
                                        Name: Mark Angelo
                                        Its:  Portfolio Manager
</TABLE>


                                  SCHEDULE I-1
<PAGE>

                                    EXHIBIT I

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT

         , 2005
---------

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

Attention:
              --------------------------------------------

RE:   MEDICAL STAFFING SOLUTIONS, INC.

Ladies and Gentlemen:

      We are counsel to Medical Staffing Solutions,  Inc., (the "Company"),  and
have  represented  the  Company  in  connection  with  that  certain  Investment
Agreement,  dated as of November __, 2005 (the "Investment Agreement"),  entered
into by and among the  Company  and Cornell  Capital  Partners LP (the  "Buyer")
pursuant  to which  the  Company  has  agreed  to sell to the  Buyer up to Three
Million  Dollars  ($3,000,000)  of Series A  Preferred  Shares,  which  shall be
convertible into shares (the "Conversion Shares") of the Company's common stock,
par value $0.001 per share (the "Common Stock"), in accordance with the terms of
the Investment Agreement. Pursuant to the Investment Agreement, the Company also
has entered into a  Registration  Rights  Agreement,  dated as of December  ___,
2005, with the Buyer (the "Investor  Registration Rights Agreement") pursuant to
which the Company agreed,  among other things, to register the Conversion Shares
under the  Securities  Act of 1933,  as amended (the "1933 Act").  In connection
with the Company's  obligations under the Securities  Purchase Agreement and the
Registration   Rights  Agreement,   on  _______,   2005,  the  Company  filed  a
Registration  Statement (File No. ___-_________) (the "Registration  Statement")
with the Securities and Exchange  Commission (the "SEC") relating to the sale of
the Conversion Shares.

      In  connection  with the  foregoing,  we advise the Transfer  Agent that a
member of the SEC's staff has advised us by  telephone  that the SEC has entered
an order declaring the  Registration  Statement  effective under the 1933 Act at
____ P.M. on __________, 2005 and we have no knowledge, after telephonic inquiry
of a member of the SEC's staff, that any stop order suspending its effectiveness
has been issued or that any proceedings for that purpose are pending before,  or
threatened  by, the SEC and the  Conversion  Shares are available for sale under
the 1933 Act pursuant to the Registration Statement.


                                   EXHIBIT I-1
<PAGE>

      The Buyer has  confirmed  it shall  comply  with all  securities  laws and
regulations   applicable  to  it  including   applicable   prospectus   delivery
requirements upon sale of the Conversion Shares.


                                        Very truly yours,

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







                                   EXHIBIT I-2
<PAGE>

                                   EXHIBIT II

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                                 FORM OF OPINION

                 2005
----------------

VIA FACSIMILE AND REGULAR MAIL
------------------------------

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

Attention:
              -------------------------------------

         RE:      MEDICAL STAFFING SOLUTIONS, INC.

Ladies and Gentlemen:

      We have acted as special counsel to Medical Staffing Solutions,  Inc. (the
"Company"),  in  connection  with the  registration  of  ___________shares  (the
"Shares") of its common stock with the Securities and Exchange  Commission  (the
"SEC"). We have not acted as your counsel.  This opinion is given at the request
and with the consent of the Company.

      In rendering  this opinion we have relied on the accuracy of the Company's
Registration Statement on Form SB-2, as amended (the "Registration  Statement"),
filed by the Company with the SEC on _________  ___, 2005. The Company filed the
Registration  Statement on behalf of certain selling  stockholders (the "Selling
Stockholders").  This opinion relates solely to the Selling  Shareholders listed
on  Exhibit A hereto  and  number of Shares  set  forth  opposite  such  Selling
Stockholders'  names. The SEC declared the Registration  Statement  effective on
__________ ___, 2005.

      We  understand  that the  Selling  Stockholders  acquired  the Shares in a
private offering exempt from  registration  under the Securities Act of 1933, as
amended. Information regarding the Shares to be sold by the Selling Shareholders
is  contained  under the  heading  "Selling  Stockholders"  in the  Registration
Statement,  which information is incorporated herein by reference.  This opinion
does not relate to the issuance of the Shares to the Selling  Stockholders.  The
opinions set forth herein  relate  solely to the sale or transfer by the Selling
Stockholders  pursuant to the  Registration  Statement under the Federal laws of
the United States of America.  We do not express any opinion  concerning any law
of any state or other jurisdiction.

      In  rendering  this  opinion  we have  relied  upon  the  accuracy  of the
foregoing statements.


                                  EXHIBIT II-1
<PAGE>

      Based on the  foregoing,  it is our  opinion  that the  Shares  have  been
registered with the Securities and Exchange  Commission under the Securities Act
of 1933,  as  amended,  and that  ________  may remove the  restrictive  legends
contained on the Shares. This opinion relates solely to the number of Shares set
forth opposite the Selling Stockholders listed on Exhibit A hereto.

      This opinion is furnished to Transfer  Agent  specifically  in  connection
with the sale or  transfer of the Shares,  and solely for your  information  and
benefit.  This  letter  may not be relied  upon by  Transfer  Agent in any other
connection,  and it may not be relied upon by any other person or entity for any
purpose  without our prior  written  consent.  This opinion may not be assigned,
quoted or used without our prior written consent.  The opinions set forth herein
are rendered as of the date hereof and we will not supplement  this opinion with
respect to changes in the law or factual matters subsequent to the date hereof.

Very truly yours,





                                  EXHIBIT II-2
<PAGE>

                                    EXHIBIT A

                         (LIST OF SELLING STOCKHOLDERS)

Name:                                                     No. of Shares:
------------------------------------------------------    ----------------------









                                   EXHIBIT A-1