EXHIBIT 10.8

                                ESCROW AGREEMENT

     THIS ESCROW AGREEMENT (this "AGREEMENT") is made and entered into as of
March 11, 2004 by MEDICAL STAFFING SOLUTIONS, INC., a Nevada corporation (the
"COMPANY"); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the
"INVESTOR"); and BUTLER GONZALEZ LLP (the "ESCROW AGENT").


                                   BACKGROUND

     WHEREAS, the Company and the Investor have entered into an Standby Equity
Distribution Agreement (the "STANDBY EQUITY DISTRIBUTION AGREEMENT") dated as of
the date hereof, pursuant to which the Investor will purchase the Company's
Common Stock, par value $0.001 per share (the "COMMON STOCK"), at a price per
share equal to the Purchase Price, as that term is defined in the Standby Equity
Distribution Agreement, for an aggregate price of up to Fifteen Million Dollars
($15,000,000). The Standby Equity Distribution Agreement provides that on each
Advance Date the Investor, as that term is defined in the Standby Equity
Distribution Agreement, shall deposit the Advance pursuant to the Advance Notice
in a segregated escrow account to be held by Escrow Agent and the Company shall
deposit shares of the Company's Common Stock, which shall be purchased by the
Investor as set forth in the Standby Equity Distribution Agreement, with the
Escrow Agent, in order to effectuate a disbursement to the Company of the
Advance by the Escrow Agent and a disbursement to the Investor of the shares of
the Company's Common Stock by Escrow Agent at a closing to be held as set forth
in the Standby Equity Distribution Agreement (the "CLOSING").

     WHEREAS, Escrow Agent has agreed to accept, hold, and disburse the funds
and the shares of the Company's Common Stock deposited with it in accordance
with the terms of this Agreement.

     WHEREAS, in order to establish the escrow of funds and shares to effect the
provisions of the Standby Equity Distribution Agreement, the parties hereto have
entered into this Agreement.

     NOW THEREFORE, in consideration of the foregoing, it is hereby agreed as
follows:

     1. DEFINITIONS. The following terms shall have the following meanings when
used herein:

          a. "ESCROW FUNDS" shall mean the Advance funds deposited with the
     Escrow Agent pursuant to this Agreement.

          b. "JOINT WRITTEN DIRECTION" shall mean a written direction executed
     by the Investor and the Company directing Escrow Agent to disburse all or a
     portion of the Escrow Funds or to take or refrain from taking any action
     pursuant to this Agreement.

          c. "COMMON STOCK JOINT WRITTEN DIRECTION" shall mean a written
     direction executed by the Investor and the Company directing Investor's
     Counsel to disburse all or a



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<PAGE>

     portion of the shares of the Company's Common Stock or to refrain from
     taking any action pursuant to this Agreement.

     2.   APPOINTMENT OF AND ACCEPTANCE BY ESCROW AGENT.

          a. The Investor and the Company hereby appoint Escrow Agent to serve
     as Escrow Agent hereunder. Escrow Agent hereby accepts such appointment
     and, upon receipt by wire transfer of the Escrow Funds in accordance with
     Section 3 below, agrees to hold, invest and disburse the Escrow Funds in
     accordance with this Agreement.

          b. The Investor and the Company hereby appoint the Escrow Agent to
     serve as the holder of the shares of the Company's Common Stock which shall
     be purchased by the Investor. The Escrow Agent hereby accepts such
     appointment and, upon receipt via D.W.A.C or the certificates representing
     of the shares of the Company's Common Stock in accordance with Section 3
     below, agrees to hold and disburse the shares of the Company's Common Stock
     in accordance with this Agreement.

          c. The Company hereby acknowledges that the Escrow Agent is counsel to
     the Investor in connection with the transactions contemplated and
     referenced herein. The Company agrees that in the event of any dispute
     arising in connection with this Escrow Agreement or otherwise in connection
     with any transaction or agreement contemplated and referenced herein, the
     Escrow Agent shall be permitted to continue to represent the Investor and
     the Company will not seek to disqualify such counsel.

     3.   CREATION OF ESCROW ACCOUNT/COMMON STOCK ACCOUNT.

          a. On or prior to the date of this Agreement the Escrow Agent shall
     establish an escrow account for the deposit of the Escrow Funds entitled as
     follows: Medical Staffing Solutions Inc/Cornell Capital Partners, LP. The
     Investor will wire funds to the account of the Escrow Agent as follows:

BANK:                                Wachovia, N.A. of New Jersey
ROUTING #:                           031201467
ACCOUNT #:                           2020000659170
NAME ON ACCOUNT:                     Butler Gonzalez LLP as Escrow Agent
NAME ON SUB-ACCOUNT:                 Medical Staffing Solutions Inc/Cornell
                                     Capital Partners,
                                     LP Escrow account


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<PAGE>

          b. On or prior to the date of this Agreement the Escrow Agent shall
     establish an account for the D.W.A.C. of the shares of Common Stock. The
     Company will D.W.A.C. shares of the Company's Common Stock to the account
     of the Escrow Agent as follows:

BROKERAGE FIRM:                      Crown Financial Group
CLEARING HOUSE:                      Fiserv
ACCOUNT #:                           56797702
DTC #:                               0632
NAME ON ACCOUNT:                     Butler Gonzalez LLP Escrow Account

     4.   DEPOSITS INTO THE ESCROW ACCOUNT. The Investor agrees that it shall
promptly deliver all monies for the payment of the Common Stock to the Escrow
Agent for deposit in the Escrow Account.

     5.   DISBURSEMENTS FROM THE ESCROW ACCOUNT.

          a. At such time as Escrow Agent has collected and deposited
     instruments of payment in the total amount of the Advance and has received
     such Common Stock via D.W.A.C from the Company which are to be issued to
     the Investor pursuant to the Standby Equity Distribution Agreement, the
     Escrow Agent shall notify the Company and the Investor. The Escrow Agent
     will continue to hold such funds until the Investor and Company execute and
     deliver a Joint Written Direction directing the Escrow Agent to disburse
     the Escrow Funds pursuant to Joint Written Direction at which time the
     Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such
     funds, Escrow Agent is authorized to rely upon such Joint Written Direction
     from Company and may accept any signatory from the Company listed on the
     signature page to this Agreement and any signature from the Investor that
     Escrow Agent already has on file. Simultaneous with delivery of the
     executed Joint Written Direction to the Escrow Agent the Investor and
     Company shall execute and deliver a Common Stock Joint Written Direction to
     the Escrow Agent directing the Escrow Agent to release via D.W.A.C to the
     Investor the shares of the Company's Common Stock. In releasing such shares
     of Common Stock the Escrow Agent is authorized to rely upon such Common
     Stock Joint Written Direction from Company and may accept any signatory
     from the Company listed on the signature page to this Agreement and any
     signature from the Escrow Agent has on file.

     In the event the Escrow Agent does not receive the amount of the Advance
from the Investor or the shares of Common Stock to be purchased by the Investor
from the Company, the Escrow Agent shall notify the Company and the Investor.

     In the event that the Escrow Agent has not received the Common Stock to be
purchased by the Investor from the Company, in no event will the Escrow Funds be
released to the Company until such shares are received by the Escrow Agreement.
For purposes of this Agreement, the term "Common Stock certificates" shall mean
Common Stock certificates to be purchased pursuant to the respective Advance
Notice pursuant to the Standby Equity Distribution Agreement.

     6.   DEPOSIT OF FUNDS. The Escrow Agent is hereby authorized to deposit the
wire transfer proceeds in the Escrow Account.


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<PAGE>

7. SUSPENSION OF PERFORMANCE: DISBURSEMENT INTO COURT.

          a. ESCROW AGENT. If at any time, there shall exist any dispute between
     the Company and the Investor with respect to holding or disposition of any
     portion of the Escrow Funds or the Common Stock or any other obligations of
     Escrow Agent hereunder, or if at any time Escrow Agent is unable to
     determine, to Escrow Agent's sole satisfaction, the proper disposition of
     any portion of the Escrow Funds or Escrow Agent's proper actions with
     respect to its obligations hereunder, or if the parties have not within
     thirty (30) days of the furnishing by Escrow Agent of a notice of
     resignation pursuant to Section 9 hereof, appointed a successor Escrow
     Agent to act hereunder, then Escrow Agent may, in its sole discretion, take
     either or both of the following actions:

               i. Suspend the performance of any of its obligations (including
          without limitation any disbursement obligations) under this Escrow
          Agreement until such dispute or uncertainty shall be resolved to the
          sole satisfaction of Escrow Agent or until a successor Escrow Agent
          shall be appointed (as the case may be); provided however, Escrow
          Agent shall continue to invest the Escrow Funds in accordance with
          Section 8 hereof; and/or

               ii. Petition (by means of an interpleader action or any other
          appropriate method) any court of competent jurisdiction in any venue
          convenient to Escrow Agent, for instructions with respect to such
          dispute or uncertainty, and to the extent required by law, pay into
          such court, for holding and disposition in accordance with the
          instructions of such court, all funds held by it in the Escrow Funds,
          after deduction and payment to Escrow Agent of all fees and expenses
          (including court costs and attorneys' fees) payable to, incurred by,
          or expected to be incurred by Escrow Agent in connection with
          performance of its duties and the exercise of its rights hereunder.

               iii. Escrow Agent shall have no liability to the Company, the
          Investor, or any person with respect to any such suspension of
          performance or disbursement into court, specifically including any
          liability or claimed liability that may arise, or be alleged to have
          arisen, out of or as a result of any delay in the disbursement of
          funds held in the Escrow Funds or any delay in with respect to any
          other action required or requested of Escrow Agent.

     8. INVESTMENT OF ESCROW FUNDS. The Escrow Agent shall deposit the Escrow
Funds in a non-interest bearing money market account.

     If Escrow Agent has not received a Joint Written Direction at any time that
an investment decision must be made, Escrow Agent may retain the Escrow Fund, or
such portion thereof, as to which no Joint Written Direction has been received,
in a non-interest bearing money market account.

     9. RESIGNATION AND REMOVAL OF ESCROW AGENT. Escrow Agent may resign from
the performance of its duties hereunder at any time by giving thirty (30) days'
prior written notice to the parties or may be removed, with or without cause, by
the parties, acting jointly, by furnishing a Joint Written Direction to Escrow
Agent, at any time by the giving of ten (10) days' prior written notice to
Escrow Agent as provided herein below. Upon any such notice of resignation or
removal, the representatives of the Investor and the Company identified in
Sections 13a.(iv)



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<PAGE>

and 13b.(iv), below, jointly shall appoint a successor Escrow Agent hereunder,
which shall be a commercial bank, trust company or other financial institution
with a combined capital and surplus in excess of $10,000,000.00. Upon the
acceptance in writing of any appointment of Escrow Agent hereunder by a
successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from
its duties and obligations under this Escrow Agreement, but shall not be
discharged from any liability for actions taken as Escrow Agent hereunder prior
to such succession. After any retiring Escrow Agent's resignation or removal,
the provisions of this Escrow Agreement shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Escrow Agent under this
Escrow Agreement. The retiring Escrow Agent shall transmit all records
pertaining to the Escrow Funds and shall pay all funds held by it in the Escrow
Funds to the successor Escrow Agent, after making copies of such records as the
retiring Escrow Agent deems advisable and after deduction and payment to the
retiring Escrow Agent of all fees and expenses (including court costs and
attorneys' fees) payable to, incurred by, or expected to be incurred by the
retiring Escrow Agent in connection with the performance of its duties and the
exercise of its rights hereunder.

     10.  LIABILITY OF ESCROW AGENT.

          a. Escrow Agent shall have no liability or obligation with respect to
     the Escrow Funds except for Escrow Agent's willful misconduct or gross
     negligence. Escrow Agent's sole responsibility shall be for the
     safekeeping, investment, and disbursement of the Escrow Funds in accordance
     with the terms of this Agreement. Escrow Agent shall have no implied duties
     or obligations and shall not be charged with knowledge or notice or any
     fact or circumstance not specifically set forth herein. Escrow Agent may
     rely upon any instrument, not only as to its due execution, validity and
     effectiveness, but also as to the truth and accuracy of any information
     contained therein, which Escrow Agent shall in good faith believe to be
     genuine, to have been signed or presented by the person or parties
     purporting to sign the same and conform to the provisions of this
     Agreement. In no event shall Escrow Agent be liable for incidental,
     indirect, special, and consequential or punitive damages. Escrow Agent
     shall not be obligated to take any legal action or commence any proceeding
     in connection with the Escrow Funds, any account in which Escrow Funds are
     deposited, this Agreement or the Standby Equity Distribution Agreement, or
     to appear in, prosecute or defend any such legal action or proceeding.
     Escrow Agent may consult legal counsel selected by it in the event of any
     dispute or question as to construction of any of the provisions hereof or
     of any other agreement or its duties hereunder, or relating to any dispute
     involving any party hereto, and shall incur no liability and shall be fully
     indemnified from any liability whatsoever in acting in accordance with the
     opinion or instructions of such counsel. The Company and the Investor
     jointly and severally shall promptly pay, upon demand, the reasonable fees
     and expenses of any such counsel and Escrow Agent is hereby authorized to
     pay such fees and expenses from funds held in escrow.

          b. The Escrow Agent is hereby authorized, in its sole discretion, to
     comply with orders issued or process entered by any court with respect to
     the Escrow Funds, without determination by the Escrow Agent of such court's
     jurisdiction in the matter. If any portion of the Escrow Funds is at any
     time attached, garnished or levied upon under any court order, or in case
     the payment, assignment, transfer, conveyance or delivery of any such
     property shall be



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<PAGE>

     stayed or enjoined by any court order, or in any case any order judgment or
     decree shall be made or entered by any court affecting such property or any
     part thereof, then and in any such event, the Escrow Agent is authorized,
     in its sole discretion, to rely upon and comply with any such order, writ
     judgment or decree which it is advised by legal counsel selected by it,
     binding upon it, without the need for appeal or other action; and if the
     Escrow Agent complies with any such order, writ, judgment or decree, it
     shall not be liable to any of the parties hereto or to any other person or
     entity by reason of such compliance even though such order, writ judgment
     or decree may be subsequently reversed, modified, annulled, set aside or
     vacated.

11. INDEMNIFICATION OF ESCROW AGENT. From and at all times after the date of
this Agreement, the parties jointly and severally, shall, to the fullest extent
permitted by law and to the extent provided herein, indemnify and hold harmless
Escrow Agent and each director, officer, employee, attorney, agent and affiliate
of Escrow Agent (collectively, the "INDEMNIFIED PARTIES") against any and all
actions, claims (whether or not valid), losses, damages, liabilities, costs and
expenses of any kind or nature whatsoever (including without limitation
reasonable attorney's fees, costs and expenses) incurred by or asserted against
any of the Indemnified Parties from and after the date hereof, whether direct,
indirect or consequential, as a result of or arising from or in any way relating
to any claim, demand, suit, action, or proceeding (including any inquiry or
investigation) by any person, including without limitation the parties to this
Agreement, whether threatened or initiated, asserting a claim for any legal or
equitable remedy against any person under any statute or regulation, including,
but not limited to, any federal or state securities laws, or under any common
law or equitable cause or otherwise, arising from or in connection with the
negotiation, preparation, execution, performance or failure of performance of
this Agreement or any transaction contemplated herein, whether or not any such
Indemnified Party is a party to any such action or proceeding, suit or the
target of any such inquiry or investigation; provided, however, that no
Indemnified Party shall have the right to be indemnified hereunder for liability
finally determined by a court of competent jurisdiction, subject to no further
appeal, to have resulted solely from the gross negligence or willful misconduct
of such Indemnified Party. If any such action or claim shall be brought or
asserted against any Indemnified Party, such Indemnified Party shall promptly
notify the Company and the Investor hereunder in writing, and the and the
Company shall assume the defense thereof, including the employment of counsel
and the payment of all expenses. Such Indemnified Party shall, in its sole
discretion, have the right to employ separate counsel (who may be selected by
such Indemnified Party in its sole discretion) in any such action and to
participate and to participate in the defense thereof, and the fees and expenses
of such counsel shall be paid by such Indemnified Party, except that the
Investor and/or the Company shall be required to pay such fees and expense if
(a) the Investor or the Company agree to pay such fees and expenses, or (b) the
Investor and/or the Company shall fail to assume the defense of such action or
proceeding or shall fail, in the sole discretion of such Indemnified Party, to
employ counsel reasonably satisfactory to the Indemnified Party in any such
action or proceeding, (c) the Investor and the Company are the plaintiff in any
such action or proceeding or (d) the named or potential parties to any such
action or proceeding (including any potentially impleaded parties) include both
Indemnified Party the Company and/or the Investor and Indemnified Party shall
have been advised by counsel that there may be one or more legal defenses
available to it which are different from or additional to those available to the
Company or the Investor. The Investor and the Company shall be jointly and
severally liable to pay fees and expenses of counsel pursuant to the preceding
sentence, except that any obligation to pay under clause (a) shall apply only to
the



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<PAGE>

party so agreeing. All such fees and expenses payable by the Company and/or the
Investor pursuant to the foregoing sentence shall be paid from time to time as
incurred, both in advance of and after the final disposition of such action or
claim. The obligations of the parties under this section shall survive any
termination of this Agreement, and resignation or removal of the Escrow Agent
shall be independent of any obligation of Escrow Agent.

     12. EXPENSES OF ESCROW AGENT. Except as set forth in Section 11 the Company
shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses,
including attorneys' fees, travel expenses, telephone and facsimile transmission
costs, postage (including express mail and overnight delivery charges), copying
charges and the like as outlined in Section 12.4 of the Standby Equity
Distribution Agreement dated the date hereof. All of the compensation and
reimbursement obligations set forth in this Section shall be payable by the
Company, upon demand by Escrow Agent. The obligations of the Company under this
Section shall survive any termination of this Agreement and the resignation or
removal of Escrow Agent.

     13.  WARRANTIES.

          a. The Investor makes the following representations and warranties to
     the Escrow Agent and Investor's Counsel:

               i. The Investor has full power and authority to execute and
          deliver this Agreement and to perform its obligations hereunder.

               ii. This Agreement has been duly approved by all necessary action
          of the Investor, including any necessary approval of the limited
          partner of the Investor, has been executed by duly authorized officers
          of the Investor's general partner, enforceable in accordance with its
          terms.

               iii. The execution, delivery, and performance of the Investor of
          this Agreement will not violate, conflict with, or cause a default
          under the agreement of limited partnership of the Investor, any
          applicable law or regulation, any court order or administrative ruling
          or degree to which the Investor is a party or any of its property is
          subject, or any agreement, contract, indenture, or other binding
          arrangement.

               iv. Mark A. Angelo has been duly appointed to act as the
          representative of Investor hereunder and has full power and authority
          to execute, deliver, and perform this Agreement, to execute and
          deliver any Joint Written Direction, to amend, modify, or waive any
          provision of this Agreement, and to take any and all other actions as
          the Investor's representative under this Agreement, all without
          further consent or direction form, or notice to, the Investor or any
          other party.

               v. No party other than the parties hereto have, or shall have,
          any lien, claim or security interest in the Escrow Funds or any part
          thereof. No financing statement under the Uniform Commercial Code is
          on file in any jurisdiction claiming a security interest in or
          describing (whether specifically or generally) the Escrow Funds or any
          part thereof.


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<PAGE>

               vi. All of the representations and warranties of the Investor
          contained herein are true and complete as of the date hereof and will
          be true and complete at the time of any disbursement from the Escrow
          Funds.

          b. The Company makes the following representations and warranties to
     Escrow Agent and, the Investor:

               i. The Company is a corporation duly organized, validly existing,
          and in good standing under the laws of the State of Nevada, and has
          full power and authority to execute and deliver this Agreement and to
          perform its obligations hereunder.

               ii. This Agreement has been duly approved by all necessary
          corporate action of the Company, including any necessary shareholder
          approval, has been executed by duly authorized officers of the
          Company, enforceable in accordance with its terms.

               iii. The execution, delivery, and performance by the Company of
          this Escrow Agreement is in accordance with the Standby Equity
          Distribution Agreement and will not violate, conflict with, or cause a
          default under the certificate of incorporation or bylaws of the
          Company, any applicable law or regulation, any court order or
          administrative ruling or decree to which the Company is a party or any
          of its property is subject, or any agreement, contract, indenture, or
          other binding arrangement.

               iv. Dr. B. B. Sahay has been duly appointed to act as the
          representative of the Company hereunder and has full power and
          authority to execute, deliver, and perform this Agreement, to execute
          and deliver any Joint Written Direction, to amend, modify or waive any
          provision of this Agreement and to take all other actions as the
          Company's Representative under this Agreement, all without further
          consent or direction from, or notice to, the Company or any other
          party.

               v. No party other than the parties hereto shall have, any lien,
          claim or security interest in the Escrow Funds or any part thereof. No
          financing statement under the Uniform Commercial Code is on file in
          any jurisdiction claiming a security interest in or describing
          (whether specifically or generally) the Escrow Funds or any part
          thereof.

               vi. All of the representations and warranties of the Company
          contained herein are true and complete as of the date hereof and will
          be true and complete at the time of any disbursement from the Escrow
          Funds.

     14. CONSENT TO JURISDICTION AND VENUE. In the event that any party hereto
commences a lawsuit or other proceeding relating to or arising from this
Agreement, the parties hereto agree that the United States District Court for
the District of New Jersey shall have the sole and exclusive jurisdiction over
any such proceeding. If all such courts lack federal subject matter
jurisdiction, the parties agree that the Superior Court Division of New Jersey,
Chancery Division of Hudson County shall have sole and exclusive jurisdiction.
Any of these courts shall be proper venue for any such lawsuit or judicial
proceeding and the parties hereto waive any objection to such venue. The parties
hereto consent to and agree to submit to the jurisdiction of any of the courts
specified herein and agree to accept the service of process to vest personal
jurisdiction over them in any of these courts.



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<PAGE>

     15. NOTICE. All notices and other communications hereunder shall be in
writing and shall be deemed to have been validly served, given or delivered five
(5) days after deposit in the United States mail, by certified mail with return
receipt requested and postage prepaid, when delivered personally, one (1) day
delivery to any overnight courier, or when transmitted by facsimile transmission
and addressed to the party to be notified as follows:

If to Investor, to:                  Cornell Capital Partners, LP
                                     101 Hudson Street - Suite 3606
                                     Jersey City, NJ  07302
                                     Attention: Mark Angelo
                                     Facsimile: (201) 985-8266

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

If to 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

     Or to such other address as each party may designate for itself by like
notice.

     16. AMENDMENTS OR WAIVER. This Agreement may be changed, waived, discharged
or terminated only by a writing signed by the parties of the Escrow Agent. No
delay or omission by any party in exercising any right with respect hereto shall
operate as waiver. A waiver on any one occasion shall not be construed as a bar
to, or waiver of, any right or remedy on any future occasion.

     17. SEVERABILITY. To the extent any provision of this Agreement is
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition, or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.


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<PAGE>

     18. GOVERNING LAW. This Agreement shall be construed and interpreted in
accordance with the internal laws of the State of Nevada without giving effect
to the conflict of laws principles thereof.

     19. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between the parties relating to the holding, investment, and disbursement of the
Escrow Funds and sets forth in their entirety the obligations and duties of the
Escrow Agent with respect to the Escrow Funds.

     20. BINDING EFFECT. All of the terms of this Agreement, as amended from
time to time, shall be binding upon, inure to the benefit of and be enforceable
by the respective heirs, successors and assigns of the Investor, the Company, or
the Escrow Agent.

     21. EXECUTION OF COUNTERPARTS. This Agreement and any Joint Written
Direction may be executed in counter parts, which when so executed shall
constitute one and same agreement or direction.

     22. TERMINATION. Upon the first to occur of the termination of the Standby
Equity Distribution Agreement dated the date hereof or the disbursement of all
amounts in the Escrow Funds and Common Stock into court pursuant to Section 7
hereof, this Agreement shall terminate and Escrow Agent shall have no further
obligation or liability whatsoever with respect to this Agreement or the Escrow
Funds or Common Stock.


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<PAGE>



         IN WITNESS WHEREOF the parties have hereunto set their hands and seals
the day and year above set forth.

                                               MEDICAL STAFFING SOLUTIONS, INC.

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


                                               CORNELL CAPITAL PARTNERS, LP

                                               By:      Yorkville Advisors, LLC
                                               Its:     General Partner

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


                                               BUTLER GONZALEZ LLP

                                               By:      /S/ DAVID GONZALEZ
                                               Name:    David Gonzalez, Esq.
                                               Title:   Partner





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