AMENDED AND RESTATED 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 13, 2006:

      WHEREAS, that on December 13, 2006 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 Four Million Four Hundred Thousand
(4,400,000) 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, Four Million Four Hundred Thousand (4,400,000) shares of 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 Four Million Four Hundred Thousand (4,400,000) and
an issuance of Four Million Four Hundred Thousand (4,400,000) shares as provided
in the Amended and Restated 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 Amended and Restated Investor's Registration
Rights Agreement of even date herewith.

      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 March 13, 2009, each Series A Preferred Share shall convert
into shares of Common Stock at the Conversion Price then in effect on March 13,
2009.

            (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.

                                       3
<PAGE>

            (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.

            (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
following such merger, consolidation or sale, and the holders of the Series A


                                       6
<PAGE>

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:

                                       8
<PAGE>

                  (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
(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
Amended and Restated Investment Agreement of even date herewith) which is not
cured within any applicable cure period;

                                       9
<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 Amended and Restated
Certificate of Designation to be signed, under penalties of perjury, by Dr. B.B.
Sahay, its President.

DATED:   MARCH 13, 2006                        MEDICAL STAFFING SOLUTIONS, INC.

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






                                       12