CERTIFICATE OF DESIGNATION
                                     OF THE
                      SERIES A CONVERTIBLE PREFERRED STOCK
                              (Par Value $0.001 Per
                                     Share)
                                       OF
                        MEDICAL STAFFING SOLUTIONS, INC.

      The undersigned,  a duly authorized officer of Medical Staffing Solutions,
Inc, a corporation  organized and existing under the laws of the State of Nevada
(the "Company"),  in accordance with the provisions of Sections 78.195,  78.1955
and 78.196 of the Nevada General  Corporation  Law, DOES HEREBY CERTIFY that the
following resolution was duly adopted by the Board of Directors (the "Board") by
unanimous written consent pursuant to Sections 78.195, 78.1955 and 78.196 of the
Nevada General Corporation Law on December 7, 2005:

      WHEREAS,  that on December 7, 2005 the Board  approved the  designation of
Series A Convertible Preferred Shares, par value $0.001 per share (the "Series A
Preferred  Shares"),  to consist of up to Three Million  (3,000,000) shares, and
fixed  the  powers,  designations,  preferences,  and  relative,  participating,
optional  and other  special  rights of the  shares of such  Series A  Preferred
Shares; and

      WHEREAS,  no Series A Preferred  Shares have been issued and the Board has
determined  that it is in the best  interests  of the Company to fix the powers,
designations,  preferences  and  relative,  participating,  optional  and  other
special rights for the Series A Preferred Shares; and

      RESOLVED,  that the Series A  Preferred  Shares  shall have the  following
powers,  designations,  preferences  and relative,  participating,  optional and
other special rights:

                                    SECTION 1

                              DESIGNATION AND RANK

      1.1.  Designation.  This  resolution  shall provide for a single series of
Preferred Shares, the designation of which shall be "Series A Preferred Shares",
par value $0.001 per share.  The number of authorized  shares  constituting  the
Series A Preferred Shares is Three Million  (3,000,000) and an issuance of Three
Million  (3,000,000)  shares as provided in the Investment  Agreement  dated the
date hereof. The Series A Preferred Shares will have a liquidation preference as
determined in Section 3.1 below.

      1.2.   Rank.   With  respect  to  the  payment  of  dividends   and  other
distributions on the capital stock of the Company, including distribution of the
assets of the Company upon  liquidation,  the Series A Preferred Shares shall be
senior to the  common  stock of the  Company,  par value  $0.001  per share (the
"Common Stock"), and senior to all other series of Preferred Shares (the "Junior
Stock").
<PAGE>

                                    SECTION 2

                                 DIVIDEND RIGHTS

      2.1. Dividends or Distributions.  The holders of Series A Preferred Shares
shall be  entitled to receive  dividends  or  distributions  on a pro rata basis
according to their holdings of Series A Preferred Shares when and if declared by
the Board in the amount of five (5.0%) percent per year. Dividends shall be paid
in cash. Dividends shall be cumulative. No cash dividends or distributions shall
be declared or paid or set apart for payment on the Common Stock in any calendar
year unless cash dividends or distributions on the Series A Preferred Shares for
such calendar year are likewise  declared and paid or set apart for payment.  No
declared and unpaid dividends shall bear or accrue interest.

                                    SECTION 3

                               LIQUIDATION RIGHTS

      3.1. Liquidation Preference. Upon any liquidation, dissolution, or winding
up  of  the  Company,   whether  voluntary  or  involuntary   (collectively,   a
"Liquidation"),  before any  distribution or payment shall be made to any of the
holders of Common Stock or any series of Preferred Shares, the holders of Series
A  Preferred  Shares  shall be  entitled  to  receive  out of the  assets of the
Company,  whether such assets are capital,  surplus or earnings, an amount equal
to One Dollar ($1.00) per share of Series A Preferred  Shares (the  "Liquidation
Amount")  plus all  declared  and unpaid  dividends  thereon,  for each share of
Series A Preferred Shares held by them.

      3.2. Pro Rata  Distribution.  If, upon any Liquidation,  the assets of the
Company  shall be  insufficient  to pay the  Liquidation  Amount,  together with
declared  and  unpaid  dividends  thereon,  in full to all  holders  of Series A
Preferred  Shares,  then the  entire  net  assets  of the  Corporation  shall be
distributed  among the  holders of the  Series A  Preferred  Shares,  ratably in
proportion  to the full amounts to which they would  otherwise  be  respectively
entitled and such  distributions may be made in cash or in property taken at its
fair value (as determined in good faith by the Company's Board), or both, at the
election of the Company's Board.

      3.3. Merger, Consolidation or Reorganization. For purposes of this Section
3, a  Liquidation  shall not be deemed to be  occasioned  by or to  include  the
merger,  consolidation  or  reorganization  of the Company  into or with another
entity through one or a series of related transactions, or the sale, transfer or
lease of all or substantially all of the assets of the Company.

                                    SECTION 4

                      REGISTRATION RIGHTS/CONVERSION RIGHTS

      4.1.  Registration  Rights.  The  Series A  Preferred  Shares  shall  have
registration  rights pursuant to the Investor's  Registration  Rights  Agreement
dated December 13, 2005.

      4.2.  Conversion.  In lieu of payment  on the  Maturity  Date as  outlined
herein the  holders of Series A  Preferred  Shares  shall have sole right and in
their discretion to elect conversion  pursuant to the conversion  rights, at any
time and from time to time at their sole discretion,  as follow (the "Conversion
Rights"):


                                       2
<PAGE>

            (a) Each  Series A  Preferred  Share  shall be  convertible,  at the
option of the holder  thereof,  at any time after the date of  issuance  of such
share (subject to Section 4.3 hereof),  at the office of the Company's  transfer
agent,  pursuant to the Irrevocable  Transfer Agent  Instructions dated the date
hereof,  for the Series A  Preferred  Shares  into such number of fully paid and
non-assessable  shares of Common Stock equal to the quotient of the  Liquidation
Amount divided by the Conversion Price. The "Conversion Price" shall be equal to
ninety-five  percent  (95%) of the lowest volume  weighted  average price of the
Common Stock for the thirty (30) trading days immediately  preceding the date of
conversion, as quoted by Bloomberg LP.

            (b) At the Option of the holders,  if there are outstanding Series A
Preferred  Shares on December  13,  2008,  each  Series A Preferred  Share shall
convert  into shares of Common Stock at the  Conversion  Price then in effect on
December 13, 2008.

            (c) Each  share of Series A  Preferred  Shares  automatically  shall
convert  into  shares of Common  Stock at the  Conversion  Price  then in effect
immediately  upon the  consummation  of the  occurrence of a stock  acquisition,
merger,  consolidation  or  reorganization  of the Company  into or with another
entity through one or a series of related transactions, or the sale, transfer or
lease (but not including a transfer by pledge or mortgage to a bona fide lender)
of all or substantially all of the assets of the Company.

      4.3. Adjustments. The Conversion Price of the Series A Preferred Shares as
described in Section 4.2 above shall be adjusted from time to time as follows:

            (a) In the  event of any  reclassification  of the  Common  Stock or
recapitalization involving Common Stock (excluding a subdivision, or combination
of shares or any other event  described in this  Section  4.3(a) or Section (b))
the holders of the Series A Preferred  Shares  shall  thereafter  be entitled to
receive,  and provision shall be made therefor in any agreement  relating to the
reclassification or recapitalization,  upon conversion of the Series A Preferred
Shares,  the kind and number of shares of Common  Stock or other  securities  or
property  (including  cash) to which such  holders of Series A Preferred  Shares
would have been  entitled if they had held the number of shares of Common  Stock
into which the Series A Preferred  Shares was convertible  immediately  prior to
such  reclassification  or  recapitalization;  and in any such case  appropriate
adjustment  shall be made in the application of the provisions  herein set forth
with respect to the rights and interests thereafter of the holders of the Series
A  Preferred  Shares,  to the end that the  provisions  set forth  herein  shall
thereafter be  applicable,  as nearly as  reasonably  may be, in relation to any
shares, other securities,  or property thereafter  receivable upon conversion of
the Series A Preferred  Shares. An adjustment made pursuant to this subparagraph
(a)  shall  become  effective  at the time at  which  such  reclassification  or
recapitalization becomes effective.

            (b) In the event the Company shall declare a distribution payable in
securities of other entities or persons, evidences of indebtedness issued by the
Company or other  entities or persons,  assets  (excluding  cash  dividends)  or
options or rights not referred to in Section 4.3(d), the holders of the Series A
Preferred  Shares  shall  be  entitled  to a  proportionate  share  of any  such
distribution  as though  they were the holders of the number of shares of Common
Stock of the Company into which their Series A Preferred  Shares are convertible
as of the record  date fixed for the  determination  of the holders of shares of
Common Stock of the Company entitled to receive such  distribution or if no such
record date is fixed, as of the date such distribution is made.


                                       3
<PAGE>

            (c) In the  event the  Company  shall  (i) pay a stock  dividend  or
otherwise make a distribution or  distributions on shares of its Common Stock or
any other  equity or equity  equivalent  securities  payable in shares of Common
Stock, (ii) subdivide outstanding shares of Common Stock into a larger number of
shares,  (iii) combine  (including  by way of reverse  stock split)  outstanding
shares of  Common  Stock  into a smaller  number  of  shares,  or (iv)  issue by
reclassification  of shares of the Common  Stock any shares of capital  stock of
the Company,  then the  Conversion  Price shall be  multiplied  by a fraction of
which the  numerator  shall be the number of shares of Common  Stock  (excluding
treasury  shares,  if any)  outstanding  before  such  event  and of  which  the
denominator shall be the number of shares of Common Stock outstanding after such
event.  Any  adjustment  made  pursuant to this Section  shall become  effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective  immediately
after  the  effective  date  in  the  case  of  a  subdivision,  combination  or
re-classification.

            (d) If the Company  shall issue  rights,  options or warrants to all
holders of Common Stock  entitling  them to subscribe for or purchase  shares of
Common  Stock at a price per share less than the Closing Bid Price at the record
date  mentioned  below,  then the  Conversion  Price  shall be  multiplied  by a
fraction,  of which the denominator  shall be the number of shares of the Common
Stock (excluding treasury shares, if any) outstanding on the date of issuance of
such rights or warrants  (plus the number of  additional  shares of Common Stock
offered for  subscription or purchase),  and of which the numerator shall be the
number  of  shares of the  Common  Stock  (excluding  treasury  shares,  if any)
outstanding on the date of issuance of such rights or warrants,  plus the number
of shares which the  aggregate  offering  price of the total number of shares so
offered would purchase at such Closing Bid Price.  Such adjustment shall be made
whenever  such  rights  or  warrants  are  issued,  and shall  become  effective
immediately after the record date for the determination of stockholders entitled
to receive such rights, options or warrants. However, upon the expiration of any
such  right,  option or  warrant  to  purchase  shares of the  Common  Stock the
issuance of which resulted in an adjustment in the Conversion  Price pursuant to
this  Section,  if any such right,  option or warrant shall expire and shall not
have been exercised, the Conversion Price shall immediately upon such expiration
be recomputed and effective immediately upon such expiration be increased to the
price  which it would have been (but  reflecting  any other  adjustments  in the
Conversion  Price made  pursuant to the  provisions  of this  Section  after the
issuance of such rights or warrants) had the adjustment of the Conversion  Price
made upon the  issuance of such  rights,  options or  warrants  been made on the
basis of offering for subscription or purchase only that number of shares of the
Common Stock  actually  purchased  upon the exercise of such rights,  options or
warrants actually exercised.


                                       4
<PAGE>

            (e) If the Company or any subsidiary  thereof,  as applicable,  with
respect to Common Stock Equivalents (as defined below), at any time, shall issue
shares of Common Stock or rights, warrants,  options or other securities or debt
that are convertible  into or  exchangeable  for shares of Common Stock ("Common
Stock Equivalents") entitling any Person to acquire shares of Common Stock, at a
price per share  less than the  Conversion  Price (if the  holder of the  Common
Stock or Common  Stock  Equivalent  so  issued  shall at any  time,  whether  by
operation of purchase price adjustments, reset provisions,  floating conversion,
exercise or exchange prices or otherwise, or due to warrants,  options or rights
per share  which is issued in  connection  with such  issuance,  be  entitled to
receive  shares  of Common  Stock at a price  per  share  which is less than the
Conversion  Price,  such issuance shall be deemed to have occurred for less than
the Conversion  Price),  then, at the sole option of the Buyers,  the Conversion
Price shall be adjusted to mirror the conversion, exchange or purchase price for
such Common Stock or Common Stock  Equivalents  (including any reset  provisions
thereof) at issue.  Such adjustment  shall be made whenever such Common Stock or
Common  Stock  Equivalents  are issued.  The Company  shall notify the Buyers in
writing, no later than one (1) business day following the issuance of any Common
Stock or Common Stock Equivalent subject to this Section, indicating therein the
applicable  issuance  price,  or of  applicable  reset  price,  exchange  price,
conversion price and other pricing terms. No adjustment under this Section shall
be made as a result of issuances and exercises of options to purchase  shares of
Common Stock issued for compensatory  purposes  pursuant to any of the Obligor's
stock option or stock purchase plans.

            (f) If the Company  shall  distribute to all holders of Common Stock
(and not to the  holders  of the Series A  Preferred  Shares)  evidences  of its
indebtedness  or assets or rights or warrants to  subscribe  for or purchase any
security,  then in each such case the  Conversion  Price at which this  Series A
Preferred  Shares  shall  thereafter  be  convertible  shall  be  determined  by
multiplying the Conversion Price in effect  immediately prior to the record date
fixed for determination of stockholders entitled to receive such distribution by
a fraction of which the denominator shall be the Closing Bid Price determined as
of the record date  mentioned  above,  and of which the numerator  shall be such
Closing Bid Price on such  record  date less the then fair market  value at such
record  date of the  portion  of such  assets or  evidence  of  indebtedness  so
distributed  applicable  to  one  outstanding  share  of  the  Common  Stock  as
determined by the Board in good faith. In either case the  adjustments  shall be
described  in a  statement  provided  to the  holders of the Series A  Preferred
Shares of the portion of assets or evidences of  indebtedness  so distributed or
such  subscription  rights  applicable  to  one  share  of  Common  Stock.  Such
adjustment shall be made whenever any such distribution is made and shall become
effective immediately after the record date mentioned above.

            (g) In case  of any  reclassification  of the  Common  Stock  or any
compulsory  share exchange  pursuant to which the Common Stock is converted into
other securities, cash or property, the holders of the Series A Preferred Shares
shall have the right  thereafter  to, at its  option,  (i)  convert the Series A
Preferred  Shares,  together with all accrued but unpaid dividends and any other
amounts then owing hereunder into the shares of stock and other securities, cash
and property receivable upon or deemed to be held by holders of the Common Stock
following such  reclassification or share exchange,  the holders of the Series A
Preferred  Shares  shall be entitled  upon such event to receive  such amount of
securities,  cash or property  as the shares of the Common  Stock of the Company
into which the then  outstanding  Series A Preferred  Shares,  together with all
accrued but unpaid  dividends and any other amounts then owing  thereunder could
have been converted immediately prior to such reclassification or share exchange
would have been  entitled,  or (ii)  require  the Company to prepay the Series A
Preferred Shares,  plus all dividends and other amounts due and payable thereon.
The  entire  prepayment  price  shall  be paid in  cash.  This  provision  shall
similarly apply to successive reclassifications or share exchanges.


                                       5
<PAGE>

            (h) All calculations under this Section 4 shall be rounded up to the
nearest $0.001 of a share.

            (i)  Whenever  the  Conversion  Price is  adjusted  pursuant to this
section,  the  Company  shall  promptly  mail to the  holders  of the  Series  A
Preferred  Shares a  notice  setting  forth  the  Conversion  Price  after  such
adjustment  and setting  forth a brief  statement  of the facts  requiring  such
adjustment.

            (j) If (i) the  Company  shall  declare  a  dividend  (or any  other
distribution)  on the Common  Stock;  (ii) the Company  shall  declare a special
nonrecurring  cash dividend on or a redemption  of the Common  Stock;  (iii) the
Company  shall  authorize the granting to all holders of the Common Stock rights
or warrants to  subscribe  for or  purchase  any shares of capital  stock of any
class or of any rights;  (iv) the  approval of any  stockholders  of the Company
shall be required in connection with any  reclassification  of the Common Stock,
any  consolidation  or  merger  to which  the  Company  is a party,  any sale or
transfer  of all or  substantially  all of the  assets  of the  Company,  of any
compulsory  share  exchange  whereby the Common  Stock is  converted  into other
securities,  cash or property;  or (v) the Company shall authorize the voluntary
or  involuntary  dissolution,  liquidation  or winding up of the  affairs of the
Company;  then, in each case, the Company shall cause to be filed at each office
or agency  maintained  for the purpose of  conversion  of the Series A Preferred
Shares,  and shall  cause to be mailed to the  holders of the Series A Preferred
Shares  at its last  address  as it shall  appear  upon the  stock  books of the
Company,  at least twenty (20) calendar days prior to the  applicable  record or
effective date hereinafter  specified,  a notice stating (a) the date on which a
record  is  to  be  taken  for  the  purpose  of  such  dividend,  distribution,
redemption,  rights or warrants,  or if a record is not to be taken, the date as
of which the  holders  of the  Common  Stock of record  to be  entitled  to such
dividend, distributions,  redemption, rights or warrants are to be determined or
(b) the  date on  which  such  reclassification,  consolidation,  merger,  sale,
transfer or share  exchange is expected to become  effective  or close,  and the
date as of which it is expected that holders of the Common Stock of record shall
be entitled to exchange their shares of the Common Stock for securities, cash or
other property deliverable upon such  reclassification,  consolidation,  merger,
sale, transfer or share exchange, provided, that the failure to mail such notice
or any defect therein or in the mailing thereof shall not affect the validity of
the corporate action required to be specified in such notice. The holders of the
Series A  Preferred  Shares are  entitled  to convert  their  Series A Preferred
Shares during the twenty (20) day calendar  period  commencing  the date of such
notice to the effective date of the event triggering such notice.

            (k) In case of any (i) merger or consolidation of the Company or any
subsidiary  of the  Company  with or into  another  Person,  or (ii) sale by the
Company or any  subsidiary of the Company of more than one-half of the assets of
the  Company  in one or a series of  related  transactions,  the  holders of the
Series A  Preferred  Shares  shall  have the right to (A)  exercise  any  rights
hereunder,  (B) convert the  aggregate  amount of the Series A Preferred  Shares
then  outstanding  into the  shares  of stock  and  other  securities,  cash and
property  receivable  upon or  deemed  to be held by  holders  of  Common  Stock


                                       6
<PAGE>

following  such merger,  consolidation  or sale, and the holders of the Series A
Preferred  Shares shall be entitled upon such event or series of related  events
to receive such amount of securities,  cash and property as the shares of Common
Stock into  which  such  aggregate  principal  amount of the Series A  Preferred
Shares could have been converted immediately prior to such merger, consolidation
or  sales  would  have  been  entitled,  or (C)  in  the  case  of a  merger  or
consolidation,  require  the  surviving  entity to issue to the  holders  of the
Preferred Shares,  Preferred Shares  convertible into the principal amount under
the Series A Preferred Shares then held by the holders of the Series A Preferred
Shares,  plus all accrued and unpaid  dividends and other amounts owing thereon,
which such newly issued Preferred  Shares shall have terms identical  (including
with respect to conversion) to the terms of this Series A Preferred Shares,  and
shall be entitled to all of the rights and  privileges of the Series A Preferred
Shares.  In the case of clause (C),  the  conversion  price  applicable  for the
newly-issued  shares of  convertible  preferred  shares  shall be based upon the
amount of  securities,  cash and property  that each share of Common Stock would
receive in such transaction and the Conversion Price in effect immediately prior
to the effectiveness or closing date for such transaction. The terms of any such
merger sale or consolidation  shall include such terms so as to continue to give
the holders of the Preferred  Shares the right to receive the  securities,  cash
and  property  set  forth in this  Section  upon any  conversion  or  redemption
following such event.  This provision  shall  similarly apply to successive such
events.

      4.4. Procedures for Conversion.

            (a) In order to exercise  conversion  rights pursuant to Section 4.2
above,  the holder of the Series A Preferred Shares shall deliver an irrevocable
written notice of such exercise to the Company's  transfer agent pursuant to the
Irrevocable Transfer Agent Instructions dated the date hereof. The holder of any
Series A Preferred Shares shall,  upon any conversion of such Series A Preferred
Shares in accordance with Section 4.2, surrender  certificates  representing the
Series A Preferred Shares to the Company's  transfer agent, and specify the name
or names in which such holder wishes the certificate or certificates  for shares
of Common Stock to be issued.  In case such holder shall specify a name or names
other than that of such holder,  such notice shall be  accompanied by payment of
all  transfer  taxes (if transfer is to a person or entity other than the holder
thereof)  payable  upon the  issuance of shares of Common  Stock in such name or
names.  As promptly as  practicable,  and, if  applicable,  after payment of all
transfer  taxes (if  transfer  is to a person or entity  other  than the  holder
thereof),  the Company shall cause its transfer  agent to deliver or cause to be
delivered certificates representing the number of validly issued, fully paid and
nonassessable  shares  of  Common  Stock to which  the  holder  of the  Series A
Preferred Shares so converted shall be entitled. Such conversion,  to the extent
permitted  by law,  shall be  deemed  to have  been  effected  as of the date of
receipt by the Company of any notice of conversion  pursuant to Section 4.6, or,
in the  case  of a  conversion  pursuant  to  Section  4.6(b)  above,  upon  the
occurrence  of any event  specified  therein.  Upon  conversion  of any Series A
Preferred  Shares,  such  shares  shall cease to  constitute  Series A Preferred
Shares  and shall  represent  shares of Common  Stock  into which they have been
converted.

            (b) In  connection  with the  conversion  of any Series A  Preferred
Shares, no fractions of shares of Common Stock shall be issued,  but the Company
shall pay cash in lieu of such  fractional  interest  in an amount  equal to the
product of the Conversion Price and such fractional interest.


                                       7
<PAGE>

            (c) The Company shall at all times reserve and keep available out of
its  authorized  Common  Stock the full number of shares of Common  Stock of the
Company  issuable  upon the  conversion  of all  outstanding  Series A Preferred
Shares.  In the event  that the  Company  does not have a  sufficient  number of
shares of  authorized  and unissued  Common Stock  necessary to satisfy the full
conversion  of the Series A Preferred  Shares,  then the Company  shall call and
hold a meeting  of the  shareholders  within  sixty (60)  calendar  days of such
occurrence for the sole purpose of increasing the number of authorized shares of
Common Stock.  The Company's  Board shall  recommend to  shareholders  a vote in
favor of such  proposal  and shall  vote all  shares  held by them,  in proxy or
otherwise,  in favor of such proposal.  This remedy is not intended to limit the
remedies  available  to the  holders of the Series A  Preferred  Shares,  but is
intended to be in addition to any other remedies, whether in contract, at law or
in equity.

      4.5.  Notices of Record Date.  In the event that the Company shall propose
at any time:  (a) to declare  any  dividend  or  distribution  upon any class or
series of capital stock, whether in cash,  property,  stock or other securities;
(b) to effect any  reclassification  or  recapitalization  of its  Common  Stock
outstanding  involving  a  change  in the  Common  Stock;  or (c)  to  merge  or
consolidate with or into any other corporation,  or to sell, lease or convey all
or substantially all of its property or business,  or to liquidate,  dissolve or
wind up; then,  in  connection  with each such event,  the Company shall mail to
each holder of Series A Preferred Shares:

            (a) at least twenty (20) days' prior  written  notice of the date on
which a record shall be taken for such dividend or distribution  (and specifying
the date on which the holders of the affected  class or series of capital  stock
shall be entitled  thereto) or for  determining  the rights to vote,  if any, in
respect of the matters referred to in Sections 4.7 (b) and (c); and

            (b) in the case of the matters  referred to in Sections  4.3 (b) and
(c) above,  written notice of such impending  transaction  not later than twenty
(20) days prior to the shareholders' meeting called to approve such transaction,
or twenty  (20) days prior to the  closing  of such  transaction,  whichever  is
earlier,  and shall also notify such holder in writing of the final  approval of
such  transaction.  The first of such notices shall  describe the material terms
and conditions of the impending  transaction  (and specify the date on which the
holders of shares of Common  Stock shall be entitled  to exchange  their  Common
Stock for securities or other property  deliverable  upon the occurrence of such
event) and the Company shall  thereafter  give such holders prompt notice of any
material  changes.  The  transaction  shall in no event take place  sooner  than
twenty  (20) days after the  Company  has given the first  notice  provided  for
herein or sooner than ten (10) days after the  Company  has given  notice of any
material changes provided for herein.

      4.6. Limitations of Conversion.

            (a) Subject to the  Termination  Rights  specified in Section 4.6(b)
hereof, the Conversion Rights specified herein shall be subject to the following
limitations:

                  (i) No holder of Series A Preferred  Shares  shall be entitled
to convert the Series A Preferred Shares to the extent,  but only to the extent,
that such conversion  would,  upon giving effect to such  conversion,  cause the
aggregate number of shares of Common Stock  beneficially owned by such holder to
exceed 4.99% of the outstanding shares of Common Stock following such conversion


                                       8
<PAGE>

(which provision may be waived by such Holder by written notice from such holder
to the Company,  which  notice shall be effective  sixty one (61) days after the
date of such notice).  Notwithstanding  the foregoing in the event the Holder of
the Series A Preferred  Shares has  converted or is in the process of converting
Series A  Preferred  Shares  that has or shall,  cause the  aggregate  number of
shares of Common Stock  beneficially  owned by such Holder to equal 4.99% of the
outstanding  shares of Common Stock following such conversion,  the Holder shall
upon written  notification  to the Company that such Common Stock acquired or to
be  acquired  pursuant  to  such  conversion  has  been  sold,  be  entitled  to
immediately  effectuate  a  conversion  that would,  upon giving  effect to such
conversion,  cause the aggregate  number of shares of Common Stock  beneficially
owned by such Holder to equal 4.99% of the  outstanding  shares of Common  Stock
following  such  conversion  even if such  notice  is given on the same day of a
conversion.

            (b) The  limitations on the Conversion  Rights  specified in Section
4.10(a) hereof shall terminate (the  "Termination  Rights") if there is a Change
in Control of the  Company  (as defined  below).  For the  purpose of hereof,  a
"Change in Control" of the Company has occurred  when:  (i) any person  (defined
herein to mean any person within the meaning of Section 13(d) of the  Securities
Exchange  Act of 1934 (the  "Exchange  Act")),  other  than the  Company,  or an
employee  benefit  plan  established  by the  Board  of the  Company,  acquires,
directly or indirectly, the beneficial ownership (determined under Rule 13d-3 of
the  regulations  promulgated by the Securities  and Exchange  Commission  under
Section 13(d) of the Exchange Act) of  securities  issued by the Company  having
forty percent (40%) or more of the voting power of all of the voting  securities
issued by the Company in the election of directors at the meeting of the holders
of voting  securities  to be held for such  purpose;  or (ii) a majority  of the
directors  elected at any  meeting of the  holders of voting  securities  of the
Company are persons who were not nominated for such election by the Board of the
Company  or a duly  constituted  committee  of the Board of the  Company  having
authority in such matters;  or (iii) the Company merges or consolidates  with or
transfers  substantially  all of its assets to another person;  (iv) a change in
the Chief Executive  Officer of the Company from that person that serves in such
position on the date hereof.

                                    SECTION 5

                                EVENTS OF DEFAULT

      5.1. Events of Default.

            (a) 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):

                  (i) 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;


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<PAGE>

                  (ii)  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;

                  (iii) 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;

                  (iv) 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

                  (v) The  Company  shall fail for any reason to deliver  Common
Stock  certificates  to a holder of the Series A Preferred  Shares  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
Shares in accordance with the terms hereof.

            (b) Upon an Event of Default,  the holders of the Series A Preferred
Shares  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 of the Series A Preferred Shares shall have no
obligation  to  comply  with  or  adhere  to any  limitations,  if  any,  on the
conversion or sale of the Series A Preferred Shares.


                                       10
<PAGE>

                                    SECTION 6

                                  VOTING RIGHTS

      6.1. General.  Except as otherwise provided herein or required by law, the
holders of Series A Preferred  Shares, on an as converted basis as of the time a
vote is taken,  and the holders of Common  Stock shall vote  together and not as
separate classes.

                                    SECTION 7

                                  MISCELLANEOUS

      7.1. Headings of Subdivisions. The headings of the various Sections hereof
are for convenience of reference only and shall not affect the interpretation of
any of the provisions hereof.

      7.2. Severability of Provisions. If any right, preference or limitation of
the Series A  Preferred  Shares  set forth  herein  (as this  resolution  may be
amended from time to time) is invalid,  unlawful or incapable of being  enforced
by reason of any rule of law or public policy, all other rights, preferences and
limitations  set forth in this  resolution  (as so  amended)  which can be given
effect  without the invalid,  unlawful or  unenforceable  right,  preference  or
limitation shall,  nevertheless,  remain in full force and effect, and no right,
preference or  limitation  herein set forth shall be deemed  dependent  upon any
other such right, preference or limitation unless so expressed herein.


                                       11
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Certificate of Designation
to be signed, under penalties of perjury, by Dr. B.B. Sahay, its President.

Dated: December 13, 2005                MEDICAL STAFFING SOLUTIONS, INC.


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


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