INVESTOR REGISTRATION RIGHTS AGREEMENT

      THIS  REGISTRATION  RIGHTS  AGREEMENT  (this  "Agreement"),  dated  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"),
and CORNELL CAPITAL  PARTNERS,  LP, a Delaware  limited  partnership ( "Cornell"
and/or the "Investor").

      WHEREAS:

      A. The parties  hereto have  entered  into an  Investment  Agreement  (the
"Investment Agreement") of even date herewith.

      B. This Agreement is a condition precedent of the Investment Agreement.

      C. To induce the Investor to execute and deliver the Investment Agreement,
the Company has agreed to provide certain Investor Registration Rights under the
Securities Act of 1933, as amended,  and the rules and regulations  there under,
or any similar successor statute (collectively,  the "1933 Act"), and applicable
state securities laws.

      NOW, THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency  of which are hereby  acknowledged,  the  Company  and the  Investor
hereby agree as follows:

      1. DEFINITIONS.

      As used in this  Agreement,  the following  terms shall have the following
meanings:

            (a) "Person" means a corporation,  a limited liability  company,  an
association,  a partnership,  an  organization,  a business,  an  individual,  a
governmental or political subdivision thereof or a governmental agency.

            (b)  "Register,"   "registered,"  and  "registration"   refer  to  a
registration   effected  by  preparing  and  filing  one  or  more  Registration
Statements  (as defined  below) in compliance  with the 1933 Act and pursuant to
Rule 415  under  the 1933  Act or any  successor  rule  providing  for  offering
securities on a continuous or delayed basis ("Rule 415"), and the declaration or
ordering of effectiveness of such Registration Statement(s) by the United States
Securities and Exchange Commission (the "SEC").

            (c)  "Registrable  Securities"  means the  shares  of  Common  Stock
issuable to the Investor upon  conversion  of (i) the Series A Preferred  Shares
(the "Series A Preferred  Shares") pursuant to the Investment  Agreement as well
as shares of the Company's Common Stock underlying the Buyer's Warrant,  as this
term is defined in the Investment Agreement dated the date hereof.
<PAGE>

            (d)  "Registration  Statement" means a registration  statement under
the 1933 Act which covers the Registrable Securities.

      2. REGISTRATION.

            (a)  Subject  to the terms and  conditions  of this  Agreement,  the
Company  shall  prepare  and file,  no later than thirty (30) days from the date
hereof (the "Scheduled Filing Deadline"),  with the SEC a registration statement
on Form S-1 or SB-2 (or, if the Company is then eligible, on Form S-3) under the
1933 Act (the "Initial  Registration  Statement") for the  registration  for the
resale by the Investor  Five  Hundred  Fifty-One  Million  Four Hundred  Seventy
Thousand Five Hundred Eighty-Eight  (551,470,558) shares of the Company's Common
Stock to be issued  upon  conversion  of the Series A  Preferred  Shares  issued
pursuant to the  Investment  Agreement as well as Fifteen  Million  (15,000,000)
shares of the Company's  Common Stock  underlying the Buyer's  Warrant,  as this
term is defined in the Investment Agreement dated the date hereof.

            (b) The Company  shall cause the  Registration  Statement  to remain
effective until all of the Registrable Securities have been sold.

            (c) Effectiveness of the Initial Registration Statement. The Company
shall  use its  best  efforts  to (i) have the  Initial  Registration  Statement
declared  effective  by the SEC no later than  ninety (90) days after the filing
thereof (the  "Scheduled  Effective  Deadline") and (ii) insure that the Initial
Registration  Statement and any  subsequent  Registration  Statement  remains in
effect until all of the Registrable  Securities  have been sold,  subject to the
terms  and  conditions  of this  Agreement.  It shall  be an  event  of  default
hereunder if the Initial Registration Statement is not declared effective by the
SEC within ninety (90) days after filing thereof.

            (d)  Failure  to File or Obtain  Effectiveness  of the  Registration
Statement. In the event the Registration Statement is not filed by the Scheduled
Filing  Deadline  or is not  declared  effective  by the  SEC on or  before  the
Scheduled  Effective Deadline,  or if after the Registration  Statement has been
declared effective by the SEC, sales cannot be made pursuant to the Registration
Statement  (whether  because  of a failure  to keep the  Registration  Statement
effective,  failure to disclose such information as is necessary for sales to be
made  pursuant to the  Registration  Statement,  failure to register  sufficient
shares of Common  Stock or  otherwise  in addition to filing a new  registration
statement  or post  effective  amendment  within  thirty (30)  calendar  days of
determining that there are insufficient shares of Common Stock registered), then
as partial  relief for the damages to any holder of  Registrable  Securities  by
reason of any such delay in or reduction  of its ability to sell the  underlying
shares  of Common  Stock  (which  remedy  shall  not be  exclusive  of any other
remedies at law or in equity),  the Company will pay as liquidated  damages (the
"Liquidated  Damages")  to the holder,  at the  holder's  option,  either a cash
amount or shares of the Company's  Common Stock equal to two percent (2%) of the
outstanding Series A Convertible Preferred Shares as Liquidated Damages for each
thirty (30) day period or any part thereof after the Scheduled  Filing  Deadline
or the Scheduled  Effective  Deadline as the case may be. Any Liquidated Damages
payable  hereunder  shall not limit,  prohibit or  preclude  the  Investor  from
seeking any other remedy  available to it under  contract,  at law or in equity.
The Company  shall pay the  Investor  the  Liquidated  Damages  within three (3)
business days of the Investor making written demand.


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<PAGE>

            (e)  Liquidated  Damages.   The  Company  and  the  Investor  hereto
acknowledge  and agree that the sums payable under  subsection  2(c) above shall
constitute liquidated damages and not penalties and are in addition to all other
rights of the  Investor,  including  the right to call a  default.  The  parties
further acknowledge that (i) the amount of loss or damages likely to be incurred
is incapable or is difficult to precisely  estimate,  (ii) the amounts specified
in such  subsections  bear a reasonable  relationship to, and are not plainly or
grossly  disproportionate  to  the  probable  loss  likely  to  be  incurred  in
connection   with  any  failure  by  the  Company  to  obtain  or  maintain  the
effectiveness  of a  Registration  Statement,  (iii) one of the  reasons for the
Company  and the  Investor  reaching  an  agreement  as to such  amounts was the
uncertainty and cost of litigation regarding the question of actual damages, and
(iv) the Company and the Investor are  sophisticated  business  parties and have
been  represented by  sophisticated  and able legal counsel and negotiated  this
Agreement at arm's length.

            (f) Insufficient  Number of Registered Shares. In the event that the
number of registered shares is insufficient to effectuate full conversion of the
Series A Preferred  Shares into Common Stock of the Company,  the Company  shall
within  thirty (30)  calendar  days of the  issuance  of all of the  Registrable
Securities  (the  "Subsequent  Scheduled  Filing  Deadline")  the Company  shall
prepare and file with the SEC a registration  statement on Form S-1 or SB-2 (or,
if the  Company  is  then  eligible,  on Form  S-3)  under  the  1933  Act  (the
"Subsequent  Registration Statement") for the registration for the resale by the
Investor  of  the  shares  of the  Company's  Common  Stock  to be  issued  upon
conversion of the Series A Preferred  Shares issued  pursuant to the  Investment
Agreement  an  amount  equal to three  (3)  times  the  number  of Shares of the
Company's  Common  Stock  necessary  to  effectuate   conversions  of  the  then
outstanding and unconverted  Series A Preferred Shares.  The Company shall cause
the  Registration  Statement to remain  effective  until all of the  Registrable
Securities  have been sold.  The Company  shall use its best efforts to (i) have
the Registration  Statement  declared  effective by the SEC no later than ninety
(90)  days  after  the  filing  thereof  (the  "Subsequent  Scheduled  Effective
Deadline")  and (ii) insure that the  Registration  Statement and any Subsequent
Registration Statement remains in effect until all of the Registrable Securities
have been sold, subject to the terms and conditions of this Agreement.  It shall
be an event of default hereunder if the Registration Statement or any Subsequent
Registration  Statement is not declared  effective by the SEC within ninety (90)
days after filing thereof.

      3. RELATED OBLIGATIONS.

            (a) The  Company  shall keep the  Registration  Statement  effective
pursuant  to Rule 415 at all times  until the date on which the  Investor  shall
have sold all the Registrable  Securities covered by such Registration Statement
(the  "Registration  Period"),   which  Registration  Statement  (including  any
amendments or supplements thereto and prospectuses  contained therein) shall not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein,  or necessary to make the statements  therein, in
light of the circumstances in which they were made, not misleading.


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<PAGE>

            (b) The Company shall prepare and file with the SEC such  amendments
(including   post-effective   amendments)  and  supplements  to  a  Registration
Statement  and  the  prospectus  used  in  connection  with  such   Registration
Statement,  which  prospectus  is to be filed  pursuant to Rule 424  promulgated
under the 1933 Act,  as may be  necessary  to keep such  Registration  Statement
effective at all times during the Registration  Period, and, during such period,
comply with the  provisions of the 1933 Act with respect to the  disposition  of
all Registrable Securities of the Company covered by such Registration Statement
until such time as all of such  Registrable  Securities shall have been disposed
of in  accordance  with the  intended  methods of  disposition  by the seller or
sellers  thereof  as set forth in such  Registration  Statement.  In the case of
amendments and supplements to a Registration  Statement which are required to be
filed  pursuant to this Agreement  (including  pursuant to this Section 3(b)) by
reason of the Company's filing a report on Form 10-KSB,  Form 10-QSB or Form 8-K
or any analogous  report under the  Securities  Exchange Act of 1934, as amended
(the "1934 Act"),  the Company shall  incorporate  such report by reference into
the  Registration  Statement,  if applicable,  or shall file such  amendments or
supplements  with the SEC on the same day on which the 1934 Act  report is filed
which  created  the  requirement  for the  Company  to amend or  supplement  the
Registration Statement.

            (c) The Company shall furnish to the Investor,  without charge,  (i)
at least one (1) copy of such  Registration  Statement as declared  effective by
the  SEC  and any  amendment(s)  thereto,  including  financial  statements  and
schedules,  all documents  incorporated  therein by reference,  all exhibits and
each  preliminary  prospectus,  (ii) ten (10)  copies  of the  final  prospectus
included in such  Registration  Statement  and all  amendments  and  supplements
thereto (or such other number of copies as such Investor may reasonably request)
and (iii) such other documents as the Investor may reasonably  request from time
to time in order to facilitate  the  disposition of the  Registrable  Securities
owned by the Investor.

            (d) The  Company  shall use its best  efforts  to (i)  register  and
qualify the  Registrable  Securities  covered by a Registration  Statement under
such other  securities  or "blue sky" laws of such  jurisdictions  in the United
States  as the  Investor  reasonably  request,  (ii)  prepare  and file in those
jurisdictions,   such  amendments  (including  post-effective   amendments)  and
supplements  to such  registrations  and  qualifications  as may be necessary to
maintain the effectiveness  thereof during the Registration  Period,  (iii) take
such other  actions as may be  necessary  to  maintain  such  registrations  and
qualifications in effect at all times during the Registration  Period,  and (iv)
take all  other  actions  reasonably  necessary  or  advisable  to  qualify  the
Registrable Securities for sale in such jurisdictions;  provided,  however, that
the  Company  shall not be required in  connection  therewith  or as a condition
thereto to (w) make any change to its certificate of  incorporation  or by-laws,
(x) qualify to do business in any  jurisdiction  where it would not otherwise be
required to qualify but for this  Section  3(d),  (y) subject  itself to general
taxation in any such  jurisdiction,  or (z) file a general consent to service of
process  in any such  jurisdiction.  The  Company  shall  promptly  notify  each
Investor who holds  Registrable  Securities of the receipt by the Company of any
notification with respect to the suspension of the registration or qualification
of any of the Registrable Securities for sale under the securities or "blue sky"
laws of any jurisdiction in the United States or its receipt of actual notice of
the initiation or threat of any proceeding for such purpose.


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<PAGE>

            (e) As promptly as practicable after becoming aware of such event or
development,  the Company shall notify each Investor in writing of the happening
of any event as a result  of which the  prospectus  included  in a  Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omission to state a material fact required to be stated  therein or necessary to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading  (provided that in no event shall such notice contain any
material, nonpublic information), and promptly prepare a supplement or amendment
to such Registration Statement to correct such untrue statement or omission, and
deliver ten (10) copies of such  supplement or amendment to each  Investor.  The
Company  shall  also  promptly  notify  each  Investor  in  writing  (i)  when a
prospectus or any  prospectus  supplement or  post-effective  amendment has been
filed,  and when a Registration  Statement or any  post-effective  amendment has
become effective  (notification of such effectiveness shall be delivered to each
Investor  by  facsimile  on the  same  day of such  effectiveness),  (ii) of any
request by the SEC for amendments or supplements to a Registration  Statement or
related prospectus or related information, and (iii) of the Company's reasonable
determination that a post-effective  amendment to a Registration Statement would
be appropriate.

            (f) The Company  shall use its best  efforts to prevent the issuance
of any  stop  order or  other  suspension  of  effectiveness  of a  Registration
Statement,  or the  suspension of the  qualification  of any of the  Registrable
Securities for sale in any jurisdiction within the United States of America and,
if such an order or suspension is issued, to obtain the withdrawal of such order
or  suspension at the earliest  possible  moment and to notify each Investor who
holds  Registrable  Securities  being sold of the issuance of such order and the
resolution  thereof or its receipt of actual notice of the  initiation or threat
of any proceeding for such purpose.

            (g) At the  reasonable  request of the  Investor,  the Company shall
furnish to the Investor,  on the date of the  effectiveness  of the Registration
Statement  and  thereafter  from time to time on such dates as an  Investor  may
reasonably request (i) a letter, dated such date, from the Company's independent
certified  public  accountants in form and substance as is customarily  given by
independent  certified  public  accountants to  underwriters  in an underwritten
public  offering,  and  (ii) an  opinion,  dated  as of such  date,  of  counsel
representing the Company for purposes of such Registration  Statement,  in form,
scope and substance as is customarily given in an underwritten  public offering,
addressed to the Investor.

            (h) Upon five (5) days prior written  notice by the Investor,  which
notice  shall not be given  more  than one (1) time per  calendar  quarter,  the
Company shall make available for inspection by (i) the Investor and (ii) one (1)
firm of accountants or other agents retained by the Investor (collectively,  the
"Inspectors") all pertinent financial and other records, and pertinent corporate
documents and properties of the Company (collectively,  the "Records"), as shall
be  reasonably  deemed  necessary  by each  Inspector,  and cause the  Company's
officers,  directors and employees to supply all information which any Inspector
may reasonably request; provided,  however, that each Inspector shall agree, and
the Investor hereby agrees,  to hold in strict confidence and shall not make any
disclosure  (except to an Investor) or use any Record or other information which
the  Company  determines  in  good  faith  to  be  confidential,  and  of  which
determination the Inspectors are so notified,  unless (A) the disclosure of such
Records is  necessary  to avoid or correct a  misstatement  or  omission  in any
Registration  Statement  or is  otherwise  required  under the 1933 Act, (B) the
release of such Records is ordered pursuant to a final,  non-appealable subpoena
or order from a court or government body of competent  jurisdiction,  or (C) the
information  in such  Records has been made  generally  available  to the public
other than by  disclosure  in violation of this or any other  agreement of which
the  Inspector  and the Investor  have  knowledge.  The Investor  agrees that it
shall,  upon learning that disclosure of such Records is sought in or by a court
or  governmental  body of competent  jurisdiction  or through other means,  give
prompt notice to the Company and allow the Company, at its expense, to undertake
appropriate  action to prevent  disclosure  of, or to obtain a protective  order
for, the Records deemed confidential.


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<PAGE>

            (i) The Company shall hold in confidence and not make any disclosure
of  information  concerning  the  Investor  provided to the  Company  unless (i)
disclosure  of such  information  is  necessary  to comply with federal or state
securities  laws, (ii) the disclosure of such  information is necessary to avoid
or correct a misstatement or omission in any Registration  Statement,  (iii) the
release of such  information  is ordered  pursuant to a subpoena or other final,
non-appealable   order  from  a  court  or   governmental   body  of   competent
jurisdiction,  or (iv) such information has been made generally available to the
public other than by  disclosure  in  violation  of this  Agreement or any other
agreement.  The Company agrees that it shall,  upon learning that  disclosure of
such  information  concerning  an  Investor  is  sought  in  or  by a  court  or
governmental body of competent  jurisdiction or through other means, give prompt
written  notice to such  Investor  and allow such  Investor,  at the  Investor's
expense, to undertake  appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.

            (j) The Company  shall use its best efforts  either to cause all the
Registrable  Securities covered by a Registration  Statement (i) to be listed on
each securities  exchange on which securities of the same class or series issued
by the Company  are then  listed,  if any,  if the  listing of such  Registrable
Securities  is then  permitted  under  the  rules of such  exchange  or (ii) the
inclusion for quotation on the National Association of Securities Dealers,  Inc.
OTC Bulletin Board for such  Registrable  Securities.  The Company shall pay all
fees and  expenses in  connection  with  satisfying  its  obligation  under this
Section 3(j).

            (k) The Company shall cooperate with the Investor and, to the extent
applicable,  to facilitate the timely  preparation  and delivery of certificates
(not bearing any restrictive legend) representing the Registrable  Securities to
be offered pursuant to a Registration  Statement and enable such certificates to
be in such  denominations  or amounts,  as the case may be, as the  Investor may
reasonably request and registered in such names as the Investor may request.

            (l) The Company shall use its best efforts to cause the  Registrable
Securities  covered by the  applicable  Registration  Statement to be registered
with or approved by such other  governmental  agencies or  authorities as may be
necessary to consummate the disposition of such Registrable Securities.

            (m) The  Company  shall make  generally  available  to its  security
holders  as soon as  practical,  but not later than  ninety  (90) days after the
close of the period covered  thereby,  an earnings  statement (in form complying
with the provisions of Rule 158 under the 1933 Act) covering a twelve (12) month
period  beginning not later than the first day of the Company's  fiscal  quarter
next following the effective date of the Registration Statement.

            (n) The Company shall  otherwise use its best efforts to comply with
all  applicable  rules  and  regulations  of the  SEC  in  connection  with  any
registration hereunder.


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<PAGE>

            (o) Within two (2)  business  days  after a  Registration  Statement
which  covers  Registrable  Securities  is declared  effective  by the SEC,  the
Company shall deliver, and shall cause legal counsel for the Company to deliver,
to the  transfer  agent  for such  Registrable  Securities  (with  copies to the
Investor  whose  Registrable   Securities  are  included  in  such  Registration
Statement)  confirmation  that such  Registration  Statement  has been  declared
effective by the SEC in the form attached hereto as Exhibit II.

            (p) The Company shall take all other reasonable actions necessary to
expedite and facilitate  disposition  by the Investor of Registrable  Securities
pursuant to a Registration Statement.

      4. OBLIGATIONS OF THE INVESTOR.

      The Investor  agrees that,  upon receipt of any notice from the Company of
the  happening  of any event of the kind  described in Section 3(f) or the first
sentence of 3(e),  the Investor  will  immediately  discontinue  disposition  of
Registrable  Securities pursuant to any Registration  Statement(s) covering such
Registrable  Securities  until the receipt of the copies of the  supplemented or
amended  prospectus  contemplated  by Section  3(e) or receipt of notice that no
supplement or amendment is required.  Notwithstanding  anything to the contrary,
the Company shall cause its transfer  agent to deliver  unlegended  certificates
for shares of Common Stock to a transferee of an Investor in accordance with the
terms of the  Investment  Agreement in connection  with any sale of  Registrable
Securities  with  respect to which an Investor  has entered  into a contract for
sale  prior to the  Investor's  receipt  of a notice  from  the  Company  of the
happening  of any  event of the kind  described  in  Section  3(f) or the  first
sentence of 3(e) and for which the Investor has not yet settled.

      5. EXPENSES OF REGISTRATION.

      All  expenses  incurred  in  connection  with  registrations,  filings  or
qualifications pursuant to Sections 2 and 3, including,  without limitation, all
registration,  listing and qualifications fees,  printers,  legal and accounting
fees shall be paid by the Company.

      6. INDEMNIFICATION.

      With  respect  to   Registrable   Securities   which  are  included  in  a
Registration Statement under this Agreement:

            (a) To the fullest  extent  permitted by law, the Company will,  and
hereby does, indemnify,  hold harmless and defend the Investor, their respective
general  partners,  the  directors,   officers,  partners,   employees,  agents,
representatives  of, and each Person,  if any, who controls any Investor  within
the  meaning of the 1933 Act or the 1934 Act (each,  an  "Indemnified  Person"),
against any losses, claims, damages,  liabilities,  judgments, fines, penalties,
charges,  costs,  reasonable  attorneys'  fees,  amounts paid in  settlement  or
expenses,  joint or several (collectively,  "Claims") incurred in investigating,
preparing  or  defending  any  action,   claim,   suit,   inquiry,   proceeding,
investigation  or appeal  taken  from the  foregoing  by or before  any court or
governmental,  administrative  or  other  regulatory  agency,  body or the  SEC,
whether pending or threatened,  whether or not an indemnified party is or may be
a party thereto ("Indemnified Damages"), to which any of them may become subject


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<PAGE>

insofar  as such  Claims  (or  actions  or  proceedings,  whether  commenced  or
threatened,  in respect  thereof) arise out of or are based upon: (i) any untrue
statement  or alleged  untrue  statement  of a material  fact in a  Registration
Statement  or any  post-effective  amendment  thereto or in any  filing  made in
connection with the  qualification of the offering under the securities or other
"blue sky" laws of any jurisdiction in which Registrable  Securities are offered
("Blue Sky  Filing"),  or the  omission or alleged  omission to state a material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading;  (ii) any untrue  statement  or alleged  untrue  statement of a
material fact contained in any final prospectus (as amended or supplemented,  if
the Company files any amendment  thereof or supplement  thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make the statements made therein,  in light of the circumstances under which the
statements therein were made, not misleading;  or (iii) any violation or alleged
violation  by the  Company  of the  1933  Act,  the 1934  Act,  any  other  law,
including,  without  limitation,  any  state  securities  law,  or any  rule  or
regulation  there  under  relating  to the  offer  or  sale  of the  Registrable
Securities  pursuant to a  Registration  Statement (the matters in the foregoing
clauses (i) through (iii) being, collectively,  "Violations"). The Company shall
reimburse  the  Investor  and each  such  controlling  person  promptly  as such
expenses  are  incurred  and  are  due  and  payable,  for  any  legal  fees  or
disbursements or other reasonable  expenses  incurred by them in connection with
investigating  or  defending  any such  Claim.  Notwithstanding  anything to the
contrary  contained  herein,  the  indemnification  agreement  contained in this
Section 6(a):  (x) shall not apply to a Claim by an  Indemnified  Person arising
out of or based upon a Violation which occurs in reliance upon and in conformity
with information  furnished in writing to the Company by such Indemnified Person
expressly  for  use in  connection  with  the  preparation  of the  Registration
Statement or any such amendment thereof or supplement thereto;  (y) shall not be
available  to the extent  such Claim is based on a failure  of the  Investor  to
deliver  or to  cause to be  delivered  the  prospectus  made  available  by the
Company, if such prospectus was timely made available by the Company pursuant to
Section 3(c); and (z) shall not apply to amounts paid in settlement of any Claim
if such settlement is effected without the prior written consent of the Company,
which consent shall not be unreasonably  withheld.  Notwithstanding  anything to
the contrary herein or in any other  agreement  entered into between the Company
and the  Investor,  the  Company  acknowledges  and  agrees  that  it is  solely
responsible and shall indemnify each Indemnified  Person for the contents of any
registration  statement,  prospectus  or  other  filing  made  with  the  SEC or
otherwise  used in the  offering  of the  Company's  securities  (except as such
disclosure  relates solely to the Investor and then only to the extent that such
disclosure conforms with information furnished in writing by the Investor to the
Company),  even if the Investor or its agents as an accommodation to the Company
participate  or  assist  in the  preparation  of  such  registration  statement,
prospectus  or other SEC filing.  The Company shall retain its own legal counsel
to review,  edit,  confirm and do all things such  counsel  deems  necessary  or
desirable  to such  registration  statement,  prospectus  or other SEC filing to
ensure that it does not contain an untrue  statement or alleged untrue statement
of material  fact or omit or alleged to omit a material  fact  necessary to make
the  statements  made  therein,  in light of the  circumstances  under which the
statements were made, not misleading.  Such indemnity shall remain in full force
and  effect  regardless  of  any  investigation  made  by or on  behalf  of  the
Indemnified Person and shall survive the transfer of the Registrable  Securities
by the Investor.


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<PAGE>

            (b) In connection with a Registration Statement, the Investor agrees
to  indemnify,  hold  harmless  and  defend,  to the same extent and in the same
manner as is set forth in Section 6(a), the Company, each of its directors, each
of its officers, employees,  representatives, or agents and each Person, if any,
who  controls  the  Company  within the  meaning of the 1933 Act or the 1934 Act
(each an "Indemnified Party"), against any Claim or Indemnified Damages to which
any of them may become  subject,  under the 1933 Act, the 1934 Act or otherwise,
insofar as such Claim or  Indemnified  Damages arise out of or is based upon any
Violation,  in each  case to the  extent,  and  only to the  extent,  that  such
Violation  occurs in reliance  upon and in conformity  with written  information
furnished to the Company by such Investor  expressly for use in connection  with
such  Registration  Statement;  and, subject to Section 6(d), such Investor will
reimburse any legal or other expenses  reasonably incurred by them in connection
with  investigating  or defending any such Claim;  provided,  however,  that the
indemnity  agreement  contained  in this  Section  6(b) and the  agreement  with
respect to  contribution  contained in Section 7 shall not apply to amounts paid
in  settlement  of any Claim if such  settlement  is effected  without the prior
written  consent  of such  Investor,  which  consent  shall not be  unreasonably
withheld;  provided,  further,  however, that the Investor shall be liable under
this Section 6(b) for only that amount of a Claim or Indemnified Damages as does
not  exceed  the  net  proceeds  to the  Investor  as a  result  of the  sale of
Registrable Securities pursuant to such Registration  Statement.  Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on  behalf of such  Indemnified  Party and shall  survive  the  transfer  of the
Registrable Securities by the Investor. Notwithstanding anything to the contrary
contained herein, the  indemnification  agreement contained in this Section 6(b)
with respect to any prospectus shall not inure to the benefit of any Indemnified
Party if the untrue  statement  or omission of material  fact  contained  in the
prospectus  was corrected and such new prospectus was delivered to each Investor
prior to such Investor's use of the prospectus to which the Claim relates.

            (c) Promptly after receipt by an  Indemnified  Person or Indemnified
Party  under  this  Section  6 of notice of the  commencement  of any  action or
proceeding  (including any governmental action or proceeding) involving a Claim,
such  Indemnified  Person or  Indemnified  Party  shall,  if a Claim in  respect
thereof is to be made  against  any  indemnifying  party  under this  Section 6,
deliver to the indemnifying party a written notice of the commencement  thereof,
and the  indemnifying  party shall have the right to participate in, and, to the
extent the indemnifying  party so desires,  jointly with any other  indemnifying
party similarly  noticed,  to assume control of the defense thereof with counsel
mutually  satisfactory to the indemnifying  party and the Indemnified  Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person or Indemnified  Party shall have the right to retain its own
counsel  with the fees and  expenses  of not more than one (1)  counsel for such
Indemnified  Person or Indemnified  Party to be paid by the indemnifying  party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the
representation  by such counsel of the Indemnified  Person or Indemnified  Party
and the  indemnifying  party would be  inappropriate  due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other party  represented  by such counsel in such  proceeding.  The  Indemnified
Party or Indemnified Person shall cooperate fully with the indemnifying party in
connection  with any  negotiation  or defense of any such action or claim by the
indemnifying  party and shall furnish to the indemnifying  party all information
reasonably  available  to the  Indemnified  Party or  Indemnified  Person  which
relates  to such  action  or  claim.  The  indemnifying  party  shall  keep  the
Indemnified  Party or  Indemnified  Person fully apprised at all times as to the
status of the defense or any settlement  negotiations  with respect thereto.  No
indemnifying  party shall be liable for any  settlement of any action,  claim or
proceeding effected without its prior written consent;  provided,  however, that
the indemnifying party shall not unreasonably  withhold,  delay or condition its


                                       9
<PAGE>

consent.  No indemnifying party shall,  without the prior written consent of the
Indemnified  Party or  Indemnified  Person,  consent to entry of any judgment or
enter into any  settlement  or other  compromise  which  does not  include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party or  Indemnified  Person of a release  from all  liability  in
respect to such claim or litigation.  Following  indemnification as provided for
hereunder,  the  indemnifying  party  shall be  subrogated  to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms
or corporations  relating to the matter for which indemnification has been made.
The  failure  to  deliver  written  notice to the  indemnifying  party  within a
reasonable  time of the  commencement  of any such action shall not relieve such
indemnifying  party of any liability to the  Indemnified  Person or  Indemnified
Party under this Section 6, except to the extent that the indemnifying  party is
prejudiced in its ability to defend such action.

            (d) The indemnification  required by this Section 6 shall be made by
periodic  payments of the amount thereof during the course of the  investigation
or defense, as and when bills are received or Indemnified Damages are incurred.

            (e) The indemnity  agreements  contained herein shall be in addition
to (i) any  cause  of  action  or  similar  right  of the  Indemnified  Party or
Indemnified  Person  against  the  indemnifying  party or  others,  and (ii) any
liabilities the indemnifying party may be subject to pursuant to the law.

      7. CONTRIBUTION.

      To the extent any  indemnification  by an indemnifying party is prohibited
or  limited  by  law,  the  indemnifying   party  agrees  to  make  the  maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no seller of Registrable  Securities guilty of fraudulent  misrepresentation
(within  the  meaning of Section  11(f) of the 1933 Act)  shall be  entitled  to
contribution  from any seller of  Registrable  Securities  who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds  received by
such seller from the sale of such Registrable Securities.

      8. REPORTS UNDER THE 1934 ACT.

      With a view to making  available  to the Investor the benefits of Rule 144
promulgated under the 1933 Act or any similar rule or regulation of the SEC that
may at any time  permit the  Investor to sell  securities  of the Company to the
public without registration ("Rule 144") the Company agrees to:

            (a) make and keep public information  available,  as those terms are
understood and defined in Rule 144;


                                       10
<PAGE>

            (b) file  with the SEC in a timely  manner  all  reports  and  other
documents required of the Company under the 1933 Act and the 1934 Act so long as
the Company  remains  subject to such  requirements  (it being  understood  that
nothing herein shall limit the Company's  obligations  under Section 4(c) of the
Investment  Agreement) and the filing of such reports and other documents as are
required by the applicable provisions of Rule 144; and

            (c) furnish to the Investor so long as the Investor owns Registrable
Securities,  promptly upon request,  (i) a written statement by the Company that
it has complied  with the reporting  requirements  of Rule 144, the 1933 Act and
the 1934 Act, (ii) a copy of the most recent  annual or quarterly  report of the
Company and such other reports and documents so filed by the Company,  and (iii)
such other information as may be reasonably  requested to permit the Investor to
sell such securities pursuant to Rule 144 without registration.

      9. AMENDMENT OF INVESTOR REGISTRATION RIGHTS.

      Provisions of this Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively
or  prospectively),  only  with  the  written  consent  of the  Company  and the
Investor.  Any amendment or waiver  effected in  accordance  with this Section 9
shall be binding upon the Investor and the Company.  No such amendment  shall be
effective  to the extent that it applies to fewer than all of the holders of the
Registrable Securities.  No consideration shall be offered or paid to any Person
to amend or consent to a waiver or  modification of any provision of any of this
Agreement unless the same consideration also is offered to all of the parties to
this Agreement.

      10. MISCELLANEOUS.

            (a) A Person  is deemed  to be a holder  of  Registrable  Securities
whenever  such  Person  owns or is  deemed  to own of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from two (2) or more  Persons  with  respect to the same  Registrable
Securities,  the  Company  shall act upon the basis of  instructions,  notice or
election received from the registered owner of such Registrable Securities.

            (b) Any notices,  consents, waivers or other communications required
or  permitted to be given under the terms of this  Agreement  must be in writing
and will be deemed to have been  delivered:  (i) upon  receipt,  when  delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending  party);  or (iii) one (1) business day after  deposit with a nationally
recognized  overnight  delivery service,  in each case properly addressed to the
party to  receive  the  same.  The  addresses  and  facsimile  numbers  for such
communications shall be:

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


                                       11
<PAGE>

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

If to the  Investor,  to its  address  and  facsimile  numbers  on the  Investor
Schedule attached hereto, with copies to such Investor's  representatives as set
forth on the Investor  Schedule or to such other address and/or facsimile number
and/or  to the  attention  of such  other  person  as the  recipient  party  has
specified by written notice given to each other party five (5) days prior to the
effectiveness of such change.  Written  confirmation of receipt (A) given by the
recipient  of  such  notice,  consent,   waiver  or  other  communication,   (B)
mechanically  or  electronically  generated  by the sender's  facsimile  machine
containing the time, date,  recipient facsimile number and an image of the first
page of such  transmission  or (C)  provided by a courier or  overnight  courier
service shall be rebuttable  evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

            (c) Failure of any party to exercise  any right or remedy under this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

            (d) The  laws  of the  State  of  Nevada  shall  govern  all  issues
concerning  the  relative  rights  of  the  Company  and  the  Investor  as  its
stockholders.  All  other  questions  concerning  the  construction,   validity,
enforcement  and  interpretation  of this  Agreement  shall be  governed  by the
internal laws of the State of New Jersey, without giving effect to any choice of
law or conflict of law  provision or rule (whether of the State of New Jersey or
any other  jurisdiction)  that would  cause the  application  of the laws of any
jurisdiction  other than the State of New Jersey.  Each party hereby irrevocably
submits to the non-exclusive jurisdiction of the Superior Courts of the State of
New Jersey,  sitting in Hudson  County,  New Jersey and  federal  courts for the
District of New Jersey sitting Newark,  New Jersey,  for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein,  and hereby  irrevocably  waives,  and agrees not to
assert in any suit,  action or  proceeding,  any claim that it is not personally
subject  to the  jurisdiction  of any such  court,  that  such  suit,  action or
proceeding is brought in an  inconvenient  forum or that the venue of such suit,
action or proceeding is improper.  Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or  proceeding  by mailing a copy  thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient  service of process and notice  thereof.  Nothing  contained
herein  shall be deemed to limit in any way any  right to serve  process  in any
manner  permitted by law. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction  or the  validity  or  enforceability  of  any  provision  of  this
Agreement in any other  jurisdiction.  EACH PARTY HEREBY  IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,  A JURY TRIAL FOR THE ADJUDICATION
OF ANY  DISPUTE  HEREUNDER  OR IN  CONNECTION  HEREWITH  OR ARISING  OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


                                       12
<PAGE>

            (e) This Agreement, the Irrevocable Transfer Agent Instructions, the
Investment Agreement,  the Escrow Agreement,  and related documents of even date
hereof by and among the Company,  the Investor  constitutes the entire agreement
among the parties  hereto with respect to the subject matter hereof and thereof.
There are no  restrictions,  promises,  warranties or  undertakings,  other than
those  set  forth or  referred  to  herein  and  therein.  This  Agreement,  the
Irrevocable Transfer Agent Instructions,  the Investment  Agreement,  the Escrow
Agreement   and  related   documents   supersede   all  prior   agreements   and
understandings  among the  parties  hereto with  respect to the  subject  matter
hereof and thereof.

            (f) This Agreement shall inure to the benefit of and be binding upon
the permitted successors and assigns of each of the parties hereto.

            (g) The headings in this Agreement are for  convenience of reference
only and shall not limit or otherwise affect the meaning hereof.

            (h) This Agreement may be executed in identical  counterparts,  each
of which shall be deemed an original but all of which shall  constitute  one and
the same agreement.  This Agreement,  once executed by a party, may be delivered
to the other party hereto by facsimile  transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement.

            (i)  Each  party  shall  do and  perform,  or  cause  to be done and
performed,  all such further acts and things,  and shall execute and deliver all
such other  agreements,  certificates,  instruments and documents,  as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

            (j) The  language  used in this  Agreement  will be deemed to be the
language  chosen by the parties to express  their mutual  intent and no rules of
strict construction will be applied against any party.

            (k) This Agreement is intended for the benefit of the parties hereto
and  their  respective  permitted  successors  and  assigns,  and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       13
<PAGE>

      IN WITNESS  WHEREOF,  the parties have caused this  Investor  Registration
Rights Agreement to be duly executed as of day and year first above written.

                                        COMPANY:

                                        MEDICAL STAFFING SOLUTIONS, INC.


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

                                        INVESTOR:

                                        CORNELL CAPITAL PARTNERS, LP

                                        By:   Yorkville Advisors, LLC
                                        Its:  General Partner


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


                                       14
<PAGE>

                              SCHEDULE OF INVESTORS

--------------------------------------------------------------------------------
                                                Address/Facsimile
                  Name                          Number of Investor
--------------------------------------------------------------------------------

Cornell Capital Partners, LP                    101 Hudson Street - Suite 3700
                                                Jersey City, NJ  07303
                                                Attention:  Mark Angelo
                                                Facsimile:  (201) 985-8266

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

                                    EXHIBIT A

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT

INSERT

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

         Re:  MEDICAL STAFFING SOLUTIONS, INC.

Ladies and Gentlemen:

      We  are  counsel  to  Medical  Staffing  Solutions,  Inc.,  a  corporation
organized  and existing  under the laws of the State of Nevada (the  "Company"),
and have  represented  the Company in  connection  with that certain  Investment
Agreement (the "Investment Agreement") entered into by and among the Company and
the Investor named therein (collectively,  the "Investor") pursuant to which the
Company issued to the Investor shares of its Series A Preferred  Shares,  no par
value per share (the "Series A Preferred  Shares").  Pursuant to the  Investment
Agreement,  the Company  also has entered  into a Investor  Registration  Rights
Agreement  with the Investor  (the  "Investor  Registration  Rights  Agreement")
pursuant  to which the  Company  agreed,  among other  things,  to register  the
Registrable   Securities  (as  defined  in  the  Investor   Registration  Rights
Agreement)  under the  Securities  Act of 1933, as amended (the "1933 Act").  In
connection with the Company's obligations under the Investor Registration Rights
Agreement,  on ____________ ____, the Company filed a Registration  Statement on
Form ________ (File No.  333-_____________) (the "Registration  Statement") with
the  Securities  and  Exchange  SEC  (the  "SEC")  relating  to the  Registrable
Securities  which  names each of the  Investor  as a selling  stockholder  there
under.

      In connection with the foregoing, we advise you 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  [ENTER  TIME OF
EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] 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  Registrable
Securities  are  available  for  resale  under  the  1933  Act  pursuant  to the
Registration Statement.

                                        Very truly yours,

                                        [COMPANY COUNSEL]

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

cc: [LIST NAMES OF INVESTOR]