PROMISSORY NOTE

                                 JANUARY 6, 2005

JERSEY CITY, NEW JERSEY                                               $2,000,000

FOR VALUE RECEIVED, the undersigned,  MEDICAL STAFFING SOLUTIONS, INC., a Nevada
corporation (the "Company"),  promises to pay CORNELL CAPITAL PARTNERS,  LP (the
"Holder") at 101 Hudson  Street,  Suite 3700,  Jersey City,  New Jersey 07302 or
other address as the Holder shall  specify in writing,  the principal sum of TWO
MILLION (U.S.) DOLLARS AND 00/100  ($2,000,000.00)  and will be payable pursuant
to the following terms:

1.    AMOUNT OF NOTE. The face amount of this  Promissory Note (this "Note") and
interest at the rate of twelve  percent (12%) per annum shall be payable  either
out of the net proceeds to be received by the Company under that certain Standby
Equity  Distribution  Agreement (the "Standby  Equity  Distribution  Agreement")
dated March 10, 2004  between the Company and the Holder,  or the Company  shall
pay all  mounts due under  this Note  shall be paid in full  within one  hundred
seventy (170) calendar days of the date hereof,  regardless of the  availability
of proceeds under the Standby Equity Distribution  Agreement unless an extension
is mutually  agreed to by the parties in writing.  The Company  agrees to escrow
nineteen  (19)  requests  for  advances  under the Standby  Equity  Distribution
Agreement in an amount not less than ONE HUNDRED THOUSAND DOLLARS ($100,000) and
one (1) request for advance under the Standby Equity  Distribution  Agreement in
an  amount  not  less  than  ONE  HUNDRED  SIXTY-SEVEN  THOUSAND  THREE  HUNDRED
NINETY-SEVEN DOLLARS AND TWENTY-SIX CENTS ($167,397.26)  (individually  referred
to as "Advance Notice"  collectively  referred to "Advance  Notices") as well as
FORTY  MILLION  (40,000,000)  shares of the  Company's  Common Stock as required
under Section 2.2(c) of the Standby Equity Distribution Agreement (the "Escrowed
Shares").  In the event that during the life of this Note the proceeds  from the
sales of the Escrowed Shares are insufficient to repay all amounts due hereunder
the Company shall immediately escrow, pursuant to the irrevocable transfer agent
instructions   dated  the  date  hereof   (the   "Irrevocable   Transfer   Agent
Instructions")  such number of shares of the Company's common stock of which the
proceeds of the sale of such shares shall be sufficient to repay all amounts due
hereunder. The Advance Notices and the shares of the Company's Common Stock will
be held in escrow by David  Gonzalez,  Esq.,  who shall release such requests to
the Holder every seven (7) calendar  days  commencing  on February 7, 2005.  The
Holder  may at its sole  discretion  retain and apply the net  proceeds  of each
advance  (after  deducting  any fees owed to the  Holder  under the terms of the
Standby Equity  Distribution  Agreement) to the outstanding balance of this Note
as existing  from time to time.  Interest  shall be payable upon the due date of
this Note. If this Note is not paid in full when due, the outstanding  principal
owed hereunder  shall be due and payable in full together with interest  thereon
at the rate of twenty-four  percent (24%) per annum or the highest  permitted by
applicable  law, if lower.  During the term of this Note the Company  shall have
the option to repay the amounts due hereunder in immediately available funds and
withdraw any Advance Notices yet to be effected.


<PAGE>


2.    WAIVER AND CONSENT.  To the fullest extent  permitted by law and except as
otherwise  provided  herein,  the Company waives demand,  presentment,  protest,
notice of dishonor,  suit against or joinder of any other person,  and all other
requirements necessary to charge or hold the Company liable with respect to this
Note.

3.    COSTS,  INDEMNITIES  AND  EXPENSES.  In the event of default as  described
herein,  the Company agrees to pay all reasonable fees and costs incurred by the
Holder in  collecting  or securing or attempting to collect or secure this Note,
including  reasonable  attorneys'  fees and  expenses,  whether or not involving
litigation,  collecting  upon  any  judgments  and/or  appellate  or  bankruptcy
proceedings.  The Company agrees to pay any documentary stamp taxes,  intangible
taxes  or other  taxes  which  may now or  hereafter  apply to this  Note or any
payment made in respect of this Note,  and the Company  agrees to indemnify  and
hold the Holder harmless from and against any liability, costs, attorneys' fees,
penalties, interest or expenses relating to any such taxes, as and when the same
may be incurred.

4.    EVENT OF DEFAULT.  Upon an Event of Default (as defined below), the entire
principal  balance and accrued  interest  outstanding  under this Note,  and all
other  obligations of the Company under this Note,  shall be immediately due and
payable  without any action on the part of the Holder,  and the Holder  shall be
entitled to seek and institute  any and all remedies  available to it. No remedy
conferred  under this Note upon the Holder is  intended to be  exclusive  of any
other  remedy  available  to the  Holder,  pursuant to the terms of this Note or
otherwise.  No single or partial  exercise by the Holder of any right,  power or
remedy  hereunder  shall  preclude any other or further  exercise  thereof.  The
failure  of the  Holder  to  exercise  any right or  remedy  under  this Note or
otherwise,  or delay in exercising such right or remedy,  shall not operate as a
waiver thereof.  An "Event of Default" shall be deemed to have occurred upon the
occurrence of any of the  following:  (i) the Company should fail for any reason
or for no reason to make  payment  of the  outstanding  principal  balance  plus
accrued interest  pursuant to this Note within the time prescribed herein or the
Company  fails to satisfy any other  obligation  or  requirement  of the Company
under this Note and/or the Irrevocable Transfer Agent Instructions;  or (ii) any
proceedings  under any bankruptcy  laws of the United States of America or under
any  insolvency,  not  disclosed  to the Holder,  reorganization,  receivership,
readjustment of debt, dissolution,  liquidation or any similar law or statute of
any  jurisdiction  now or hereinafter in effect (whether in law or at equity) is
filed by or against the Company or for all or any part of its property.

5.    MAXIMUM  INTEREST RATE. In no event shall any agreed to or actual interest
charged,  reserved or taken by the Holder as consideration  for this Note exceed
the limits imposed by New Jersey law. In the event that the interest  provisions
of this Note shall result at any time or for any reason in an effective  rate of
interest  that exceeds the maximum  interest rate  permitted by applicable  law,
then without further agreement or notice the obligation to be fulfilled shall be
automatically  reduced  to such  limit and all sums  received  by the  Holder in


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<PAGE>


excess of those lawfully  collectible  as interest shall be applied  against the
principal of this Note immediately  upon the Holder's receipt thereof,  with the
same force and effect as though the Company  had  specifically  designated  such
extra  sums to be so applied  to  principal  and the Holder had agreed to accept
such extra payment(s) as a premium-free prepayment or prepayments.

6.    CANCELLATION  OF NOTE.  Upon the  repayment  by the  Company of all of its
obligations  hereunder to the Holder,  including,  without limitation,  the face
amount  of this  Note,  plus  accrued  but  unpaid  interest,  the  indebtedness
evidenced hereby shall be deemed canceled and paid in full.  Except as otherwise
required  by law or by the  provisions  of this Note,  payments  received by the
Holder hereunder shall be applied first against  expenses and indemnities,  next
against  interest accrued on this Note, and next in reduction of the outstanding
principal balance of this Note.

7.    SEVERABILITY. If any provision of this Note is, for any reason, invalid or
unenforceable,  the remaining provisions of this Note will nevertheless be valid
and enforceable and will remain in full force and effect.  Any provision of this
Note that is held invalid or unenforceable by a court of competent  jurisdiction
will be deemed modified to the extent necessary to make it valid and enforceable
and as so modified will remain in full force and effect.

8.    AMENDMENT AND WAIVER.  This Note may be amended,  or any provision of this
Note may be waived,  provided that any such  amendment or waiver will be binding
on a party  hereto  only if such  amendment  or waiver is set forth in a writing
executed by the parties hereto.  The waiver by any such party hereto of a breach
of any  provision  of this Note shall not operate or be construed as a waiver of
any other breach.

9.    SUCCESSORS.  Except as otherwise provided herein, this Note shall bind and
inure to the  benefit  of and be  enforceable  by the  parties  hereto and their
permitted successors and assigns.

10.   ASSIGNMENT.  This Note shall not be directly or  indirectly  assignable or
delegable  by the  Company.  The  Holder  may  assign  this Note as long as such
assignment complies with the Securities Act of 1933, as amended.

11.   NO STRICT  CONSTRUCTION.  The language used in this Note will be deemed to
be the language chosen by the parties hereto to express their mutual intent, and
no rule of strict construction will be applied against any party.

12.   FURTHER ASSURANCES.  Each party hereto will execute all documents and take
such  other  actions  as the other  party  may  reasonably  request  in order to
consummate the  transactions  provided for herein and to accomplish the purposes
of this Note.


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<PAGE>


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


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

With Copy to:                           Kirkpatrick & Lockhart LLP
                                        201 South Biscayne Blvd., Suite 2000
                                        Miami, FL  33131-2399
                                        Telephone: (305) 539-3300
                                        Facsimile: (305) 358-7095

If to the Company:                      Cornell Capital Partners, L.P.
                                        101 Hudson Street, Suite 3700
                                        Jersey City, NJ 07302
                                        Attention: Mark A. Angelo
                                        Telephone: (201) 985-8300
                                        Facsimile: (201) 985-8266


or at such other address and/or facsimile number and/or to the attention of such
other person as the  recipient  party has  specified by written  notice given to
each other  party  three (3)  trading  days prior to the  effectiveness  of such
change.  Written  confirmation  of receipt  (A) given by the  recipient  of such
notice,   consent,   waiver  or  other   communication,   (B)   mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date,  recipient  facsimile  number  and an  image  of the  first  page  of such
transmission  or (C)  provided by a  nationally  recognized  overnight  delivery
service, shall be rebuttable evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

15.   REMEDIES, OTHER OBLIGATIONS,  BREACHES AND INJUNCTIVE RELIEF. The Holder's
remedies  provided in this Note shall be cumulative and in addition to all other
remedies available to the Holder under this Note, at law or in equity (including
a decree of specific  performance and/or other injunctive  relief), no remedy of
the Holder  contained  herein  shall be deemed a waiver of  compliance  with the
provisions  giving  rise to such  remedy  and  nothing  herein  shall  limit the
Holder's right to pursue actual damages for any failure by the Company to comply
with the terms of this Note.  Every  right and  remedy of the  Holder  under any
document executed in connection with this transaction may be exercised from time


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<PAGE>


to time and as often as may be  deemed  expedient  by the  Holder.  The  Company
acknowledges  that  a  breach  by it of its  obligations  hereunder  will  cause
irreparable  harm to the Holder  and that the remedy at law for any such  breach
may be inadequate.  The Company  therefore agrees that, in the event of any such
breach or threatened  breach,  the Holder shall be entitled,  in addition to all
other available remedies, to an injunction  restraining any breach, and specific
performance  without the necessity of showing economic loss and without any bond
or other security being required.

16.   GOVERNING LAW;  JURISDICTION.  All questions  concerning the construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
the  internal  laws of the State of New  Jersey,  without  giving  effect to any
choice of law or conflict of law  provision or rule (whether of the State of New
Jersey or any other  jurisdictions) that would cause the application of the laws
of any  jurisdictions  other than the State of New  Jersey.  Each  party  hereby
irrevocably  submits to the exclusive  jurisdiction of the Superior Court of the
State of New Jersey sitting in Hudson  County,  New Jersey and the United States
Federal  District  Court for the District of New Jersey  sitting in Newark,  New
Jersey, for the adjudication of any dispute hereunder or in connection  herewith
or therewith,  or with any transaction  contemplated hereby or discussed herein,
and hereby  irrevocably  waives, and agrees not to assert in any suit, action or
proceeding,  any claim that it is not personally  subject to the jurisdiction of
any  such  court,  that  such  suit,  action  or  proceeding  is  brought  in an
inconvenient  forum or that the  venue of such  suit,  action or  proceeding  is
improper.  Each party hereby  irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.

17.   NO  INCONSISTENT  AGREEMENTS.  None of the parties  hereto will  hereafter
enter into any agreement,  which is inconsistent  with the rights granted to the
parties in this Note.

18.   THIRD PARTIES. Nothing herein expressed or implied is intended or shall be
construed to confer upon or give to any person or entity, other than the parties
to this Note and their respective permitted successor and assigns, any rights or
remedies under or by reason of this Note.

19.   WAIVER OF JURY TRIAL.  AS A MATERIAL  INDUCEMENT FOR THE HOLDER TO LOAN TO
THE COMPANY THE MONIES  HEREUNDER,  THE COMPANY HEREBY WAIVES ANY RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING  RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY
AND ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.

20.   ENTIRE  AGREEMENT.  This Note  (including  the  recitals  hereto)  and the
Irrevocable  Transfer Agent  Instructions set forth the entire  understanding of
the parties with respect to the subject matter hereof, and shall not be modified
or  affected  by any  offer,  proposal,  statement  or  representation,  oral or
written,  made by or for any party in  connection  with the  negotiation  of the
terms  hereof,  and may be  modified  only by  instruments  signed by all of the
parties hereto.


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<PAGE>


IN WITNESS  WHEREOF,  this Note is  executed by the  undersigned  as of the date
hereof.


                                        MEDICAL STAFFING SOLUTIONS, INC.

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



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