EXHIBIT 10.13

                        MEDICAL STAFFING SOLUTIONS, INC.
                            PLACEMENT AGENT AGREEMENT


                                                     Dated as of: March 11, 2004

Newbridge Securities Corporation
1451 Cypress Creek Road, Suite 204
Fort Lauderdale, Florida 33309


Ladies and Gentlemen:

     The undersigned, Medical Staffing Solutions, Inc., a Nevada corporation
(the "COMPANY"), hereby agrees with Newbridge Securities Corporation (the
"PLACEMENT AGENT") and Cornell Capital Partners, LP, a Delaware Limited
Partnership (the "INVESTOR"), as follows:

     1. OFFERING. The Company hereby engages the Placement Agent to act as its
exclusive placement agent in connection with the Standby Equity Distribution
Agreement dated the date hereof (the "STANDBY EQUITY DISTRIBUTION AGREEMENT"),
pursuant to which the Company shall issue and sell to the Investor, from time to
time, and the Investor shall purchase from the Company (the "OFFERING") up to
Fifteen Million Dollars ($15,000,000) of the Company's common stock (the
"COMMITMENT AMOUNT"), par value $0.001 per share (the "COMMON STOCK"), at price
per share equal to the Purchase Price, as that term is defined in the Standby
Equity Distribution Agreement. The Placement Agent services shall consist of
reviewing the terms of the Standby Equity Distribution Agreement and advising
the Company with respect to those terms.

     All capitalized terms used herein and not otherwise defined herein shall
have the same meaning ascribed to them as in the Standby Equity Distribution
Agreement. The Investor will be granted certain registration rights with respect
to the Common Stock as more fully set forth in the Registration Rights Agreement
between the Company and the Investor dated the date hereof (the "REGISTRATION
RIGHTS AGREEMENT"). The documents to be executed and delivered in connection
with the Offering, including, but not limited, to the Company's latest Quarterly
Report on Form 10-QSB as filed with the United States Securities and Exchange
Commission, this Agreement, the Standby Equity Distribution Agreement, the
Registration Rights Agreement, and the Escrow Agreement dated the date hereof
(the "ESCROW AGREEMENT"), are referred to sometimes hereinafter collectively as
the "OFFERING MATERIALS." The Company's Common Stock purchased by the Investor
hereunder is sometimes referred to hereinafter as the "SECURITIES." The
Placement Agent shall not be obligated to sell any Securities.




<PAGE>

     2.   COMPENSATION.

          A. Upon the execution of this Agreement, the Company shall issue to
     the Placement Agent or its designee shares of the Company's Common Stock in
     an amount equal to Ten Thousand (10,000) shares of the Company's Common
     Stock on the date hereof (the "PLACEMENT AGENT'S SHARES"). The Placement
     Agent shall be entitled to "piggy-back" registration rights, which shall be
     triggered upon registration of any shares of Common Stock by the Investor
     with respect to the Placement Agent's Shares pursuant to the Registration
     Rights Agreement dated the date hereof.

     3.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLACEMENT AGENT.

          A. The Placement Agent represents, warrants and covenants as follows:

               (i) The Placement Agent has the necessary power to enter into
          this Agreement and to consummate the transactions contemplated hereby.

               (ii) The execution and delivery by the Placement Agent of this
          Agreement and the consummation of the transactions contemplated herein
          will not result in any violation of, or be in conflict with, or
          constitute a default under, any agreement or instrument to which the
          Placement Agent is a party or by which the Placement Agent or its
          properties are bound, or any judgment, decree, order or, to the
          Placement Agent's knowledge, any statute, rule or regulation
          applicable to the Placement Agent. This Agreement when executed and
          delivered by the Placement Agent, will constitute the legal, valid and
          binding obligations of the Placement Agent, enforceable in accordance
          with their respective terms, except to the extent that (a) the
          enforceability hereof or thereof may be limited by bankruptcy,
          insolvency, reorganization, moratorium or similar laws from time to
          time in effect and affecting the rights of creditors generally, (b)
          the enforceability hereof or thereof is subject to general principles
          of equity, or (c) the indemnification provisions hereof or thereof may
          be held to be in violation of public policy.

               (iii) Upon receipt and execution of this Agreement, the Placement
          Agent will promptly forward copies of this Agreement to the Company or
          its counsel and the Investor or its counsel.

               (iv) The Placement Agent will not intentionally take any action
          that it reasonably believes would cause the Offering to violate the
          provisions of the Securities Act of 1933, as amended (the "1933 ACT"),
          the Securities Exchange Act of 1934 (the "1934 ACT"), the respective
          rules and regulations promulgated thereunder (the "RULES AND
          REGULATIONS") or applicable "Blue Sky" laws of any state or
          jurisdiction.

               (v) The Placement Agent is a member of the National Association
          of Securities Dealers, Inc., and is a broker-dealer registered as such
          under the 1934 Act and under the securities laws of the states in
          which the Securities will be offered or sold by the Placement Agent
          unless an exemption for such state registration is available to the
          Placement Agent. The Placement Agent is in material compliance with
          the rules and regulations applicable to the Placement Agent generally
          and applicable to the Placement Agent's participation in the Offering.


                                       2
<PAGE>

          4.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

               A. The Company represents and warrants as follows:

                    (i) The execution, delivery and performance of each of this
               Agreement, the Standby Equity Distribution Agreement, the Escrow
               Agreement, and the Registration Rights Agreement has been or will
               be duly and validly authorized by the Company and is, or with
               respect to this Agreement, the Standby Equity Distribution
               Agreement, the Escrow Agreement, and the Registration Rights
               Agreement will be, a valid and binding agreement of the Company,
               enforceable in accordance with its respective terms, except to
               the extent that (a) the enforceability hereof or thereof may be
               limited by bankruptcy, insolvency, reorganization, moratorium or
               similar laws from time to time in effect and affecting the rights
               of creditors generally, (b) the enforceability hereof or thereof
               is subject to general principles of equity or (c) the
               indemnification provisions hereof or thereof may be held to be in
               violation of public policy. The Securities to be issued pursuant
               to the transactions contemplated by this Agreement and the
               Standby Equity Distribution Agreement have been duly authorized
               and, when issued and paid for in accordance with this Agreement,
               the Equity Line of Agreement and the certificates/instruments
               representing such Securities, will be valid and binding
               obligations of the Company, enforceable in accordance with their
               respective terms, except to the extent that (1) the
               enforceability thereof may be limited by bankruptcy, insolvency,
               reorganization, moratorium or similar laws from time to time in
               effect and affecting the rights of creditors generally, and (2)
               the enforceability thereof is subject to general principles of
               equity. All corporate action required to be taken for the
               authorization, issuance and sale of the Securities has been duly
               and validly taken by the Company.

                    (ii) The Company has a duly authorized, issued and
               outstanding capitalization as set forth herein and in the Standby
               Equity Distribution Agreement. The Company is not a party to or
               bound by any instrument, agreement or other arrangement providing
               for it to issue any capital stock, rights, warrants, options or
               other securities, except for this Agreement, the agreements
               described herein and as described in the Standby Equity
               Distribution Agreement, dated the date hereof and the agreements
               described therein. All issued and outstanding securities of the
               Company, have been duly authorized and validly issued and are
               fully paid and non-assessable; the holders thereof have no rights
               of rescission or preemptive rights with respect thereto and are
               not subject to personal liability solely by reason of being
               security holders; and none of such securities were issued in
               violation of the preemptive rights of any holders of any security
               of the Company. As of the date hereof, the authorized capital
               stock of the Company consists of 300,000,000 shares of Common
               Stock, par value $0.001 per share and 30,000,000 shares of
               Preferred Stock of which 45,200,005 shares of Common Stock and no
               shares of Preferred Stock were issued and outstanding as of the
               date thereof.

                    (iii) The Common Stock to be issued in accordance with this
               Agreement and the Standby Equity Distribution Agreement has been
               duly authorized and, when issued and paid for in accordance with
               this Agreement and the Standby Equity Distribution Agreement, the
               certificates/instruments representing such Common Stock will be
               validly issued, fully-paid and non-assessable; the holders
               thereof will not be subject to personal liability solely by
               reason of being such holders; such Securities are not and will
               not be subject to the preemptive rights of any holder of any
               security of the Company.


                                       3
<PAGE>

                    (iv) The Company has good and marketable title to, or valid
               and enforceable leasehold estates in, all items of real and
               personal property necessary to conduct its business (including,
               without limitation, any real or personal property stated in the
               Offering Materials to be owned or leased by the Company), free
               and clear of all liens, encumbrances, claims, security interests
               and defects of any material nature whatsoever, other than those
               set forth in the Offering Materials and liens for taxes not yet
               due and payable.

                    (v) There is no litigation or governmental proceeding
               pending or, to the best of the Company's knowledge, threatened
               against, or involving the properties or business of the Company,
               except as set forth in the Offering Materials.

                    (vi) The Company has been duly organized and is validly
               existing as a corporation in good standing under the laws of the
               State of Nevada. Except as set forth in the Offering Materials,
               the Company does not own or control, directly or indirectly, an
               interest in any other corporation, partnership, trust, joint
               venture or other business entity. The Company is duly qualified
               or licensed and in good standing as a foreign corporation in each
               jurisdiction in which the character of its operations requires
               such qualification or licensing and where failure to so qualify
               would have a material adverse effect on the Company. The Company
               has all requisite corporate power and authority, and all material
               and necessary authorizations, approvals, orders, licenses,
               certificates and permits of and from all governmental regulatory
               officials and bodies (domestic and foreign) to conduct its
               businesses (and proposed business) as described in the Offering
               Materials. Any disclosures in the Offering Materials concerning
               the effects of foreign, federal, state and local regulation on
               the Company's businesses as currently conducted and as
               contemplated are correct in all material respects and do not omit
               to state a material fact. The Company has all corporate power and
               authority to enter into this Agreement, the Standby Equity
               Distribution Agreement, the Registration Rights Agreement, and
               the Escrow Agreement, to carry out the provisions and conditions
               hereof and thereof, and all consents, authorizations, approvals
               and orders required in connection herewith and therewith have
               been obtained. No consent, authorization or order of, and no
               filing with, any court, government agency or other body is
               required by the Company for the issuance of the Securities or
               execution and delivery of the Offering Materials except for
               applicable federal and state securities laws. The Company, since
               its inception, has not incurred any liability arising under or as
               a result of the application of any of the provisions of the 1933
               Act, the 1934 Act or the Rules and Regulations.

                    (vii) There has been no material adverse change in the
               condition or prospects of the Company, financial or otherwise,
               from the latest dates as of which such condition or prospects,
               respectively, are set forth in the Offering Materials, and the
               outstanding debt, the property and the business of the Company
               conform in all material respects to the descriptions thereof
               contained in the Offering Materials.

                    (viii) Except as set forth in the Offering Materials, the
               Company is not in breach of, or in default under, any term or
               provision of any material indenture, mortgage, deed of trust,
               lease, note, loan or Standby Equity Distribution Agreement or any
               other material agreement or instrument evidencing an obligation
               for borrowed money, or any other material agreement or instrument
               to which it is a party or by which it or any of its properties
               may be bound or affected. The Company is not in violation of any
               provision of its charter or by-laws or in violation of any
               franchise, license, permit, judgment, decree or order, or in
               violation of any



                                       4
<PAGE>

          material statute, rule or regulation. Neither the execution and
          delivery of the Offering Materials nor the issuance and sale or
          delivery of the Securities, nor the consummation of any of the
          transactions contemplated in the Offering Materials nor the compliance
          by the Company with the terms and provisions hereof or thereof, has
          conflicted with or will conflict with, or has resulted in or will
          result in a breach of, any of the terms and provisions of, or has
          constituted or will constitute a default under, or has resulted in or
          will result in the creation or imposition of any lien, charge or
          encumbrance upon any property or assets of the Company or pursuant to
          the terms of any indenture, mortgage, deed of trust, note, loan or any
          other agreement or instrument evidencing an obligation for borrowed
          money, or any other agreement or instrument to which the Company may
          be bound or to which any of the property or assets of the Company is
          subject except (a) where such default, lien, charge or encumbrance
          would not have a material adverse effect on the Company and (b) as
          described in the Offering Materials; nor will such action result in
          any violation of the provisions of the charter or the by-laws of the
          Company or, assuming the due performance by the Placement Agent of its
          obligations hereunder, any material statute or any material order,
          rule or regulation applicable to the Company of any court or of any
          foreign, federal, state or other regulatory authority or other
          government body having jurisdiction over the Company.

               (ix) Subsequent to the dates as of which information is given in
          the Offering Materials, and except as may otherwise be indicated or
          contemplated herein or therein and the securities offered pursuant to
          the Securities Purchase Agreement dated the date hereof, the Company
          has not (a) issued any securities or incurred any liability or
          obligation, direct or contingent, for borrowed money, or (b) entered
          into any transaction other than in the ordinary course of business, or
          (c) declared or paid any dividend or made any other distribution on or
          in respect of its capital stock. Except as described in the Offering
          Materials, the Company has no outstanding obligations to any officer
          or director of the Company.

               (x) There are no claims for services in the nature of a finder's
          or origination fee with respect to the sale of the Common Stock or any
          other arrangements, agreements or understandings that may affect the
          Placement Agent's compensation, as determined by the National
          Association of Securities Dealers, Inc.

               (xi) The Company owns or possesses, free and clear of all liens
          or encumbrances and rights thereto or therein by third parties, the
          requisite licenses or other rights to use all trademarks, service
          marks, copyrights, service names, trade names, patents, patent
          applications and licenses necessary to conduct its business
          (including, without limitation, any such licenses or rights described
          in the Offering Materials as being owned or possessed by the Company)
          and, except as set forth in the Offering Materials, there is no claim
          or action by any person pertaining to, or proceeding, pending or
          threatened, which challenges the exclusive rights of the Company with
          respect to any trademarks, service marks, copyrights, service names,
          trade names, patents, patent applications and licenses used in the
          conduct of the Company's businesses (including, without limitation,
          any such licenses or rights described in the Offering Materials as
          being owned or possessed by the Company) except any claim or action
          that would not have a material adverse effect on the Company; the
          Company's current products, services or processes do not infringe or
          will not infringe on the patents currently held by any third party.


                                       5
<PAGE>

               (xii) Except as described in the Offering Materials, the Company
          is not under any obligation to pay royalties or fees of any kind
          whatsoever to any third party with respect to any trademarks, service
          marks, copyrights, service names, trade names, patents, patent
          applications, licenses or technology it has developed, uses, employs
          or intends to use or employ, other than to their respective licensors.

               (xiii) Subject to the performance by the Placement Agent of its
          obligations hereunder the offer and sale of the Securities complies,
          and will continue to comply, in all material respects with the
          requirements of Rule 506 of Regulation D promulgated by the SEC
          pursuant to the 1933 Act and any other applicable federal and state
          laws, rules, regulations and executive orders. Neither the Offering
          Materials nor any amendment or supplement thereto nor any documents
          prepared by the Company in connection with the Offering will contain
          any untrue statement of a material fact or omit to state any 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. All statements of material facts in the Offering Materials
          are true and correct as of the date of the Offering Materials.

               (xiv) All material taxes which are due and payable from the
          Company have been paid in full or adequate provision has been made for
          such taxes on the books of the Company, except for those taxes
          disputed in good faith by the Company

               (xv) None of the Company nor any of its officers, directors,
          employees or agents, nor any other person acting on behalf of the
          Company, has, directly or indirectly, given or agreed to give any
          money, gift or similar benefit (other than legal price concessions to
          customers in the ordinary course of business) to any customer,
          supplier, employee or agent of a customer or supplier, or official or
          employee of any governmental agency or instrumentality of any
          government (domestic or foreign) or any political party or candidate
          for office (domestic or foreign) or other person who is or may be in a
          position to help or hinder the business of the Company (or assist it
          in connection with any actual or proposed transaction) which (A) might
          subject the Company to any damage or penalty in any civil, criminal or
          governmental litigation or proceeding, or (B) if not given in the
          past, might have had a materially adverse effect on the assets,
          business or operations of the Company as reflected in any of the
          financial statements contained in the Offering Materials, or (C) if
          not continued in the future, might adversely affect the assets,
          business, operations or prospects of the Company in the future.

     5.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR.

          A. The Investor represents, warrants and covenants as follows:

               (i) The Investor has the necessary power to enter into this
          Agreement and to consummate the transactions contemplated hereby.

               (ii) The execution and delivery by the Investor of this Agreement
          and the consummation of the transactions contemplated herein will not
          result in any violation of, or be in conflict with, or constitute a
          default under, any agreement or instrument to which the Investor is a
          party or by which the Investor or its properties are bound, or any
          judgment, decree, order or, to the Investor's knowledge, any statute,
          rule or regulation applicable



                                       6
<PAGE>

          to the Investor. This Agreement when executed and delivered by the
          Investor, will constitute the legal, valid and binding obligations of
          the Investor, enforceable in accordance with their respective terms,
          except to the extent that (a) the enforceability hereof or thereof may
          be limited by bankruptcy, insolvency, reorganization, moratorium or
          similar laws from time to time in effect and affecting the rights of
          creditors generally, (b) the enforceability hereof or thereof is
          subject to general principles of equity, or (c) the indemnification
          provisions hereof or thereof may be held to be in violation of public
          policy.

               (iii) The Investor will promptly forward copies of any and all
          due diligence questionnaires compiled by the Investor to the Placement
          Agent.

               (iv) The Investor is an Accredited Investor (as defined under the
          1933 Act).

               (v) The Investor is acquiring the Securities for the Inventor's
          own account as principal, not as a nominee or agent, for investment
          purposes only, and not with a view to, or for, resale, distribution or
          fractionalization thereof in whole or in part and no other person has
          a direct or indirect beneficial interest in such Securities. Further,
          the Investor does not have any contract, undertaking, agreement or
          arrangement with any person to sell, transfer or grant participations
          to such person or to any third person, with respect to any of the
          Securities.

               (vi) The Investor acknowledges the Investor's understanding that
          the offering and sale of the Securities is intended to be exempt from
          registration under the 1933 Act by virtue of Section 3(b) of the 1933
          Act and the provisions of Regulation D promulgated thereunder
          ("Regulation D"). In furtherance thereof, the Investor represents and
          warrants as follows:

                    (a) The Investor has the financial ability to bear the
               economic risk of the Investor's investment, has adequate means
               for providing for the Inventor's current needs and personal
               contingencies and has no need for liquidity with respect to the
               Investor's investment in the Company; and

                    (b) The Investor has such knowledge and experience in
               financial and business matters as to be capable of evaluating the
               merits and risks of the prospective investment. The Inventor also
               represents it has not been organized for the purpose of acquiring
               the Securities.

               (vii) The Investor has been given the opportunity for a
          reasonable time prior to the date hereof to ask questions of, and
          receive answers from, the Company or its representatives concerning
          the terms and conditions of the Offering, and other matters pertaining
          to this investment, and has been given the opportunity for a
          reasonable time prior to the date hereof to obtain such additional
          information in connection with the Company in order for the Investor
          to evaluate the merits and risks of purchase of the Securities, to the
          extent the Company possesses such information or can acquire it
          without unreasonable effort or expense. The Investor is not relying on
          the Placement Agent or any of its affiliates with respect to the
          accuracy or completeness of the Offering Materials or for any economic
          considerations involved in this investment.


                                       7
<PAGE>

     6.   CERTAIN COVENANTS AND AGREEMENTS OF THE COMPANY.

          The Company covenants and agrees at its expense and without any
     expense to the Placement Agent as follows:

               A. To advise the Placement Agent and the Investor of any material
          adverse change in the Company's financial condition, prospects or
          business or of any development materially affecting the Company or
          rendering untrue or misleading any material statement in the Offering
          Materials occurring at any time as soon as the Company is either
          informed or becomes aware thereof.

               B. To use its commercially reasonable efforts to cause the Common
          Stock issuable in connection with the Standby Equity Distribution
          Agreement to be qualified or registered for sale on terms consistent
          with those stated in the Registration Rights Agreement and under the
          securities laws of such jurisdictions as the Placement Agent and the
          Investor shall reasonably request. Qualification, registration and
          exemption charges and fees shall be at the sole cost and expense of
          the Company.

               C. Upon written request, to provide and continue to provide the
          Placement Agent and the Investor copies of all quarterly financial
          statements and audited annual financial statements prepared by or on
          behalf of the Company, other reports prepared by or on behalf of the
          Company for public disclosure and all documents delivered to the
          Company's stockholders.

               D. To deliver, during the registration period of the Standby
          Equity Distribution Agreement, to the Investor upon the Investor's
          request, within forty five (45) days, a statement of its income for
          each such quarterly period, and its balance sheet and a statement of
          changes in stockholders' equity as of the end of such quarterly
          period, all in reasonable detail, certified by its principal financial
          or accounting officer; (ii) within ninety (90) days after the close of
          each fiscal year, its balance sheet as of the close of such fiscal
          year, together with a statement of income, a statement of changes in
          stockholders' equity and a statement of cash flow for such fiscal
          year, such balance sheet, statement of income, statement of changes in
          stockholders' equity and statement of cash flow to be in reasonable
          detail and accompanied by a copy of the certificate or report thereon
          of independent auditors if audited financial statements are prepared;
          and (iii) a copy of all documents, reports and information furnished
          to its stockholders at the time that such documents, reports and
          information are furnished to its stockholders.

               E. To comply with the terms of the Offering Materials.

               F. To ensure that any transactions between or among the Company,
          or any of its officers, directors and affiliates be on terms and
          conditions that are no less favorable to the Company, than the terms
          and conditions that would be available in an "arm's length"
          transaction with an independent third party.

     7.   INDEMNIFICATION AND LIMITATION OF LIABILITY.

               A. The Company hereby agrees that it will indemnify and hold the
          Placement Agent



                                       8
<PAGE>

          and each officer, director, shareholder, employee or representative of
          the Placement Agent and each person controlling, controlled by or
          under common control with the Placement Agent within the meaning of
          Section 15 of the 1933 Act or Section 20 of the 1934 Act or the SEC's
          Rules and Regulations promulgated thereunder (the "RULES AND
          REGULATIONS"), harmless from and against any and all loss, claim,
          damage, liability, cost or expense whatsoever (including, but not
          limited to, any and all reasonable legal fees and other expenses and
          disbursements incurred in connection with investigating, preparing to
          defend or defending any action, suit or proceeding, including any
          inquiry or investigation, commenced or threatened, or any claim
          whatsoever or in appearing or preparing for appearance as a witness in
          any action, suit or proceeding, including any inquiry, investigation
          or pretrial proceeding such as a deposition) to which the Placement
          Agent or such indemnified person of the Placement Agent may become
          subject under the 1933 Act, the 1934 Act, the Rules and Regulations,
          or any other federal or state law or regulation, common law or
          otherwise, arising out of or based upon (i) any untrue statement or
          alleged untrue statement of a material fact contained in (a) Section 4
          of this Agreement, (b) the Offering Materials (except those written
          statements relating to the Placement Agent given by the Placement
          Agent for inclusion therein), (c) any application or other document or
          written communication executed by the Company or based upon written
          information furnished by the Company filed in any jurisdiction in
          order to qualify the Common Stock under the securities laws thereof,
          or any state securities commission or agency; (ii) the omission or
          alleged omission from documents described in clauses (a), (b) or (c)
          above of a material fact required to be stated therein or necessary to
          make the statements therein not misleading; or (iii) the breach of any
          representation, warranty, covenant or agreement made by the Company in
          this Agreement. The Company further agrees that upon demand by an
          indemnified person, at any time or from time to time, it will promptly
          reimburse such indemnified person for any loss, claim, damage,
          liability, cost or expense actually and reasonably paid by the
          indemnified person as to which the Company has indemnified such person
          pursuant hereto. Notwithstanding the foregoing provisions of this
          Paragraph 7(A), any such payment or reimbursement by the Company of
          fees, expenses or disbursements incurred by an indemnified person in
          any proceeding in which a final judgment by a court of competent
          jurisdiction (after all appeals or the expiration of time to appeal)
          is entered against the Placement Agent or such indemnified person
          based upon specific finding of fact that the Placement Agent or such
          indemnified person's gross negligence or willful misfeasance will be
          promptly repaid to the Company.

               B. The Placement Agent hereby agrees that it will indemnify and
          hold the Company and each officer, director, shareholder, employee or
          representative of the Company, and each person controlling, controlled
          by or under common control with the Company within the meaning of
          Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules
          and Regulations, harmless from and against any and all loss, claim,
          damage, liability, cost or expense whatsoever (including, but not
          limited to, any and all reasonable legal fees and other expenses and
          disbursements incurred in connection with investigating, preparing to
          defend or defending any action, suit or proceeding, including any
          inquiry or investigation, commenced or threatened, or any claim
          whatsoever or in appearing or preparing for appearance as a witness in
          any action, suit or proceeding, including any inquiry, investigation
          or pretrial proceeding such as a deposition) to which the Company or
          such indemnified person of the Company may become subject under the
          1933 Act, the 1934 Act, the Rules and Regulations, or any other
          federal or state law or regulation, common law or otherwise, arising
          out of or based upon (i) the material breach of any representation,
          warranty, covenant or agreement made by the Placement Agent in this
          Agreement, or (ii) any false or misleading information provided to the
          Company in writing by


                                       9
<PAGE>

          one of the Placement Agent's indemnified persons specifically for
          inclusion in the Offering Materials.

               C. The Investor hereby agrees that it will indemnify and hold the
          Placement Agent and each officer, director, shareholder, employee or
          representative of the Placement Agent, and each person controlling,
          controlled by or under common control with the Placement Agent within
          the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
          Act or the Rules and Regulations, harmless from and against any and
          all loss, claim, damage, liability, cost or expense whatsoever
          (including, but not limited to, any and all reasonable legal fees and
          other expenses and disbursements incurred in connection with
          investigating, preparing to defend or defending any action, suit or
          proceeding, including any inquiry or investigation, commenced or
          threatened, or any claim whatsoever or in appearing or preparing for
          appearance as a witness in any action, suit or proceeding, including
          any inquiry, investigation or pretrial proceeding such as a
          deposition) to which the Placement Agent or such indemnified person of
          the Placement Agent may become subject under the 1933 Act, the 1934
          Act, the Rules and Regulations, or any other federal or state law or
          regulation, common law or otherwise, arising out of or based upon (i)
          the conduct of the Investor or its officers, employees or
          representatives in its acting as the Investor for the Offering, (ii)
          the material breach of any representation, warranty, covenant or
          agreement made by the Investor in the Offering Materials, or (iii) any
          false or misleading information provided to the Placement Agent by one
          of the Investor's indemnified persons.

               D. The Placement Agent hereby agrees that it will indemnify and
          hold the Investor and each officer, director, shareholder, employee or
          representative of the Investor, and each person controlling,
          controlled by or under common control with the Investor within the
          meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or
          the Rules and Regulations, harmless from and against any and all loss,
          claim, damage, liability, cost or expense whatsoever (including, but
          not limited to, any and all reasonable legal fees and other expenses
          and disbursements incurred in connection with investigating, preparing
          to defend or defending any action, suit or proceeding, including any
          inquiry or investigation, commenced or threatened, or any claim
          whatsoever or in appearing or preparing for appearance as a witness in
          any action, suit or proceeding, including any inquiry, investigation
          or pretrial proceeding such as a deposition) to which the Investor or
          such indemnified person of the Investor may become subject under the
          1933 Act, the 1934 Act, the Rules and Regulations, or any other
          federal or state law or regulation, common law or otherwise, arising
          out of or based upon the material breach of any representation,
          warranty, covenant or agreement made by the Placement Agent in this
          Agreement.

               E. Promptly after receipt by an indemnified party of notice of
          commencement of any action covered by Section 7(A), (B), (C) or (D),
          the party to be indemnified shall, within five (5) business days,
          notify the indemnifying party of the commencement thereof; the
          omission by one (1) indemnified party to so notify the indemnifying
          party shall not relieve the indemnifying party of its obligation to
          indemnify any other indemnified party that has given such notice and
          shall not relieve the indemnifying party of any liability outside of
          this indemnification if not materially prejudiced thereby. In the
          event that any action is brought against the indemnified party, the
          indemnifying party will be entitled to participate therein and, to the
          extent it may desire, to assume and control the defense thereof with
          counsel chosen by it which is reasonably acceptable to the indemnified
          party. After notice from



                                       10
<PAGE>

          the indemnifying party to such indemnified party of its election to so
          assume the defense thereof, the indemnifying party will not be liable
          to such indemnified party under such Section 7(A), (B), (C), or (D)
          for any legal or other expenses subsequently incurred by such
          indemnified party in connection with the defense thereof, but the
          indemnified party may, at its own expense, participate in such defense
          by counsel chosen by it, without, however, impairing the indemnifying
          party's control of the defense. Subject to the proviso of this
          sentence and notwithstanding any other statement to the contrary
          contained herein, the indemnified party or parties shall have the
          right to choose its or their own counsel and control the defense of
          any action, all at the expense of the indemnifying party if (i) the
          employment of such counsel shall have been authorized in writing by
          the indemnifying party in connection with the defense of such action
          at the expense of the indemnifying party, or (ii) the indemnifying
          party shall not have employed counsel reasonably satisfactory to such
          indemnified party to have charge of the defense of such action within
          a reasonable time after notice of commencement of the action, or (iii)
          such indemnified party or parties shall have reasonably concluded that
          there may be defenses available to it or them which are different from
          or additional to those available to one or all of the indemnifying
          parties (in which case the indemnifying parties shall not have the
          right to direct the defense of such action on behalf of the
          indemnified party or parties), in any of which events such fees and
          expenses of one additional counsel shall be borne by the indemnifying
          party; provided, however, that the indemnifying party shall not, in
          connection with any one action or separate but substantially similar
          or related actions in the same jurisdiction arising out of the same
          general allegations or circumstance, be liable for the reasonable fees
          and expenses of more than one separate firm of attorneys at any time
          for all such indemnified parties. No settlement of any action or
          proceeding against an indemnified party shall be made without the
          consent of the indemnifying party.

               F. In order to provide for just and equitable contribution in
          circumstances in which the indemnification provided for in Section
          7(A) or 7(B) is due in accordance with its terms but is for any reason
          held by a court to be unavailable on grounds of policy or otherwise,
          the Company and the Placement Agent shall contribute to the aggregate
          losses, claims, damages and liabilities (including legal or other
          expenses reasonably incurred in connection with the investigation or
          defense of same) which the other may incur in such proportion so that
          the Placement Agent shall be responsible for such percent of the
          aggregate of such losses, claims, damages and liabilities as shall
          equal the percentage of the gross proceeds paid to the Placement Agent
          and the Company shall be responsible for the balance; provided,
          however, that no person guilty of fraudulent misrepresentation within
          the meaning of Section 11(f) of the 1933 Act shall be entitled to
          contribution from any person who was not guilty of such fraudulent
          misrepresentation. For purposes of this Section 7(F), any person
          controlling, controlled by or under common control with the Placement
          Agent, or any partner, director, officer, employee, representative or
          any agent of any thereof, shall have the same rights to contribution
          as the Placement Agent and each person controlling, controlled by or
          under common control with the Company within the meaning of Section 15
          of the 1933 Act or Section 20 of the 1934 Act and each officer of the
          Company and each director of the Company shall have the same rights to
          contribution as the Company. Any party entitled to contribution will,
          promptly after receipt of notice of commencement of any action, suit
          or proceeding against such party in respect of which a claim for
          contribution may be made against the other party under this Section
          7(D), notify such party from whom contribution may be sought, but the
          omission to so notify such party shall not relieve the party from whom
          contribution may be sought from any obligation they may have

                                       11
<PAGE>

          hereunder or otherwise if the party from whom contribution may be
          sought is not materially prejudiced thereby.

               G. The indemnity and contribution agreements contained in this
          Section 7 shall remain operative and in full force and effect
          regardless of any investigation made by or on behalf of any
          indemnified person or any termination of this Agreement.

               H. The Company hereby waives, to the fullest extent permitted by
          law, any right to or claim of any punitive, exemplary, incidental,
          indirect, special, consequential or other damages (including, without
          limitation, loss of profits) against the Placement Agent and each
          officer, director, shareholder, employee or representative of the
          placement agent and each person controlling, controlled by or under
          common control with the Placement Agent within the meaning of Section
          15 of the 1933 Act or Section 20 of the 1934 Act or the Rules and
          Regulations arising out of any cause whatsoever (whether such cause be
          based in contract, negligence, strict liability, other tort or
          otherwise). Notwithstanding anything to the contrary contained herein,
          the aggregate liability of the Placement Agent and each officer,
          director, shareholder, employee or representative of the Placement
          Agent and each person controlling, controlled by or under common
          control with the Placement Agent within the meaning of Section 15 of
          the 1933 Act or Section 20 of the 1934 Act or the Rules and
          Regulations shall not exceed the compensation received by the
          Placement Agent pursuant to Section 2 hereof. This limitation of
          liability shall apply regardless of the cause of action, whether
          contract, tort (including, without limitation, negligence) or breach
          of statute or any other legal or equitable obligation.

     8.   PAYMENT OF EXPENSES.

     The Company hereby agrees to bear all of the expenses in connection with
the Offering, including, but not limited to the following: filing fees, printing
and duplicating costs, advertisements, postage and mailing expenses with respect
to the transmission of Offering Materials, registrar and transfer agent fees,
escrow agent fees and expenses, fees of the Company's counsel and accountants,
issue and transfer taxes, if any.

     9.   CONDITIONS OF CLOSING.

     The Closing shall be held at the offices of the Investor or its counsel.
The obligations of the Placement Agent hereunder shall be subject to the
continuing accuracy of the representations and warranties of the Company and the
Investor herein as of the date hereof and as of the Date of Closing (the
"CLOSING DATE") with respect to the Company or the Investor, as the case may be,
as if it had been made on and as of such Closing Date; the accuracy on and as of
the Closing Date of the statements of the officers of the Company made pursuant
to the provisions hereof; and the performance by the Company and the Investor on
and as of the Closing Date of its covenants and obligations hereunder and to the
following further conditions:

          A. Upon the effectiveness of a registration statement covering the
     Standby Equity Distribution Agreement, the Investor and the Placement Agent
     shall receive the opinion of Counsel to the Company, dated as of the date
     thereof, which opinion shall be in form and substance reasonably
     satisfactory to the Investor, their counsel and the Placement Agent.

          B. At or prior to the Closing, the Investor and the Placement Agent
     shall have been furnished such documents, certificates and opinions as it
     may reasonably require for the



                                       12
<PAGE>

     purpose of enabling them to review or pass upon the matters referred to in
     this Agreement and the Offering Materials, or in order to evidence the
     accuracy, completeness or satisfaction of any of the representations,
     warranties or conditions herein contained.

          C. At and prior to the Closing, (i) there shall have been no material
     adverse change nor development involving a prospective change in the
     condition or prospects or the business activities, financial or otherwise,
     of the Company from the latest dates as of which such condition is set
     forth in the Offering Materials; (ii) there shall have been no transaction,
     not in the ordinary course of business except the transactions pursuant to
     the Securities Purchase Agreement entered into by the Company on the date
     hereof which has not been disclosed in the Offering Materials or to the
     Placement Agent in writing; (iii) except as set forth in the Offering
     Materials, the Company shall not be in default under any provision of any
     instrument relating to any outstanding indebtedness for which a waiver or
     extension has not been otherwise received; (iv) except as set forth in the
     Offering Materials, the Company shall not have issued any securities (other
     than those to be issued as provided in the Offering Materials) or declared
     or paid any dividend or made any distribution of its capital stock of any
     class and there shall not have been any change in the indebtedness (long or
     short term) or liabilities or obligations of the Company (contingent or
     otherwise) and trade payable debt; (v) no material amount of the assets of
     the Company shall have been pledged or mortgaged, except as indicated in
     the Offering Materials; and (v) no action, suit or proceeding, at law or in
     equity, against the Company or affecting any of its properties or
     businesses shall be pending or threatened before or by any court or federal
     or state commission, board or other administrative agency, domestic or
     foreign, wherein an unfavorable decision, ruling or finding could
     materially adversely affect the businesses, prospects or financial
     condition or income of the Company, except as set forth in the Offering
     Materials.

          D. If requested at Closing the Investor and the Placement Agent shall
     receive a certificate of the Company signed by an executive officer and
     chief financial officer, dated as of the applicable Closing, to the effect
     that the conditions set forth in subparagraph (C) above have been satisfied
     and that, as of the applicable closing, the representations and warranties
     of the Company set forth herein are true and correct.

          E. The Placement Agent shall have no obligation to insure that (x) any
     check, note, draft or other means of payment for the Common Stock will be
     honored, paid or enforceable against the Investor in accordance with its
     terms, or (y) subject to the performance of the Placement Agent's
     obligations and the accuracy of the Placement Agent's representations and
     warranties hereunder, (1) the Offering is exempt from the registration
     requirements of the 1933 Act or any applicable state "Blue Sky" law or (2)
     the Investor is an Accredited Investor.

     10.  TERMINATION.

     This Agreement shall be co-terminus with, and terminate upon the same terms
and conditions as those set forth in, the Standby Equity Distribution Agreement.
The rights of the Investor and the obligations of the Company under the
Registration Rights Agreement, and the rights of the Placement Agent and the
obligations of the Company shall survive the termination of this Agreement
unabridged.

                                       13
<PAGE>


     11.  MISCELLANEOUS.

          A. This Agreement may be executed in any number of counterparts, each
     of which shall be deemed to be an original, but all which shall be deemed
     to be one and the same instrument.

          B. Any notice required or permitted to be given hereunder shall be
     given in writing and shall be deemed effective when deposited in the United
     States mail, postage prepaid, or when received if personally delivered or
     faxed (upon confirmation of receipt received by the sending party),
     addressed as follows to such other address of which written notice is given
     to the others):

      If to Placement Agent, to:     Newbridge Securities Corporation
                                     1451 Cypress Creek Road, Suite 204
                                     Fort Lauderdale, FL 33309
                                     Attention: Doug Aguililla
                                     Telephone: (954) 334-3450
                                     Facsimile: (954) 229-9937

      If to the Company, to:         Medical Staffing Solutions, Inc.
                                     8150 Leesburg Pike - Suite 1200
                                     Vienna, VA   22182
                                     Attention: Dr. B. B. Sahay
                                     Telephone: (703) 641-8890
                                     Facsimile: (703) 641-8949

      With a copy to:                Kirkpatrick & Lockhart 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:                  Cornell Capital Partners, LP
                                     101 Hudson Street - Suite 3606
                                     Jersey City, NJ 07302
                                     Attention: Mark A. Angelo
                                                Portfolio Manager
                                     Telephone: (201) 985-8300
                                     Facsimile: (201) 985-8266

With Copies to:                      Butler Gonzalez LLP
                                     1416 Morris Avenue - Suite 207
                                     Union, NJ 07083
                                     Attention:  David Gonzalez, Esq.
                                     Facsimile:  (908) 810-0973



                                       14
<PAGE>

          C. This Agreement shall be governed by and construed in all respects
     under the laws of the State of Nevada, without reference to its conflict of
     laws rules or principles. Any suit, action, proceeding or litigation
     arising out of or relating to this Agreement shall be brought and
     prosecuted in such federal or state court or courts located within the
     State of New Jersey as provided by law. The parties hereby irrevocably and
     unconditionally consent to the jurisdiction of each such court or courts
     located within the State of New Jersey and to service of process by
     registered or certified mail, return receipt requested, or by any other
     manner provided by applicable law, and hereby irrevocably and
     unconditionally waive any right to claim that any suit, action, proceeding
     or litigation so commenced has been commenced in an inconvenient forum.

          D. This Agreement and the other agreements referenced herein contain
     the entire understanding between the parties hereto and may not be modified
     or amended except by a writing duly signed by the party against whom
     enforcement of the modification or amendment is sought.

E. If any provision of this Agreement shall be held to be invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provision of this Agreement.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




<PAGE>



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

                                          COMPANY:
                                          MEDICAL STAFFING SOLUTIONS, INC.

                                          By:      /S/ B. B. SAHAY
                                             ---------------------
                                          Name:    Dr. B. B. Sahay
                                          Title:   President


                                          PLACEMENT AGENT:
                                          NEWBRIDGE SECURITIES CORPORATION

                                          By:      /S/ GUY S. AMICO
                                          Name:    Guy S. Amico
                                          Title:   President

                                          INVESTOR:
                                          CORNELL CAPITAL PARTNERS, LP

                                          BY:      YORKVILLE ADVISORS, LLC
                                          ITS:     GENERAL PARTNER


                                          By:      /S/ MARK A. ANGELO
                                          Name:    Mark A. Angelo
                                          Title:   Portfolio Manager