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                         EXECUTIVE EMPLOYMENT AGREEMENT





                                    between:





                        MEDICAL STAFFING SOLUTIONS, INC.
                      a Nevada corporation (the "Company");


                                       and


                             DR. BRAJNANDAN B. SAHAY
                                (the "Executive")






                           Dated as of January 1, 2005





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                         EXECUTIVE EMPLOYMENT AGREEMENT
                         ------------------------------

      THIS EXECUTIVE  EMPLOYMENT AGREEMENT (the "Agreement") is entered into and
made  effective  as of January 1, 2005 (the  "Effective  Date"),  by and between
MEDICAL STAFFING SOLUTIONS,  INC., a Nevada corporation (the "Company"), and DR.
BRAJNANDAN B. SAHAY (the "Executive").

      Section 1. Definitions. As used herein, the following terms shall have the
meanings set forth below.

      "Act" means the  Securities  Act of 1933,  as  amended,  and the rules and
regulations promulgated thereunder.

      "Agreement" shall have the meaning set forth in the introductory paragraph
hereof.

      "Base Compensation" shall have the meaning set forth in Section 5(a).

      "Board of Directors"  means the  incumbent  directors of the Company as of
the point in time reference thereto is made in this Agreement.

      "Cause" shall have the meaning set forth in Section 10(b).

      "COLA  Adjustment"  means  the  cost of  living  adjustment,  which  shall
correspond to the percent rise in prices for the  preceding  year as measured by
the Consumer Price Index for all Urban Consumers (CPI-UC), All City Average, all
Items (base year 1982-1984 = 100)  published by the United States  Department of
Labor,  Bureau of Labor  Statistics (the "Index").  The COLA Adjustment shall be
determined by multiplying the amount or figure to be adjusted by a fraction, the
numerator of which is the Index published for the month in which occurs the date
of adjustment and the  denominator of which is the Index  published for the same
month of the preceding year.

      "Commission" means the Securities and Exchange Commission.

      "Common Stock" means the common stock,  par value $.001 per share,  of the
Company.

      "Company" shall have the meaning set forth in the  introductory  paragraph
of this Agreement, and shall include Subsidiaries where appropriate.

      "Competitive Business" shall have the meaning set forth in Section 9(a).

      "Confidential  Information"  shall have the  meaning  set forth in Section
9(c).

      "Disability"  of the Executive  means that, as a result of the Executive's
incapacity  due to physical or mental  illness,  the  Executive  shall have been
absent from his duties on a full time basis for six (6) consecutive  months,  or
for an aggregate of nine (9) months in any consecutive twelve (12) month period,
and a physician selected by the Executive is of the opinion that (a) he


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is suffering  from "total  disability"  as defined in the  Company's  disability
insurance  program  or  policy  and  (b) he will  qualify  for  Social  Security
Disability Payments and (c) within thirty (30) days after written notice thereof
is given by the Company to the Executive  (which notice may be given at any time
after the end of such six (6) or twelve (12) month periods) the Executive  shall
not have returned to the performance of his duties on a full-time basis. (If the
Executive is prevented from  performing  his duties because of Disability,  upon
request by the  Company,  the  Executive  shall  submit to an  examination  by a
physician selected by the Company,  at the Company's expense,  and the Executive
shall  also  authorize  his  personal  physician  to  disclose  to the  selected
physician all of the Executive's medical records).

      "Employment Commencement Date" means the date hereof.

      "Employment  Period"  means  that  period  commencing  on  the  Employment
Commencement Date and ending on the Employment Termination Date.

      "Employment  Termination  Date"  means  the  date  the  Employment  Period
terminates as provided in Section 10.

      "Executive" shall have the meaning set forth in the introductory paragraph
of this Agreement.

      "Fiscal Year" means the fiscal year of the Company  ending  December 31 or
as such fiscal year as may be amended by the Board of Directors.

      "Incentive Bonus Compensation" shall have the meaning set forth in Section
5(b).

      "Notice  of  Termination"  shall  have the  meaning  set forth in  Section
10(a)(1).

      "Restricted Period" shall have the meaning set forth in Section 9(a).

      "Scheduled  Employment  Termination  Date"  means the later of (a) the day
immediately preceding the fifth (5th) anniversary of the Employment Commencement
Date or (b) such date as is specified by either the Company or the  Executive in
a Notice of  Termination  delivered  for the  purpose  of fixing  the  scheduled
Employment  Termination  Date,  provided the date so specified shall be at least
three (3) years after the date such Notice of Termination is so delivered.

      "Subsidiaries" means wholly owned subsidiaries of the Company.

      Section 2.  Employment and Term. The Company hereby employs the Executive,
and the  Executive  hereby  accepts  such  employment  by the  Company,  for the
purposes and upon the terms and conditions contained in this Agreement. The term
of such employment shall be for the Employment Period.

      Section 3. Employment Capacity and Duties. The Executive shall be employed
throughout the Employment Period as the President and Chief Executive Officer of
the Company. The Executive shall have the duties and responsibilities  incumbent
with the  positions of  President  and Chief  Executive  Officer of the Company.
Accordingly, and not by way of


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limitation,  as President  and Chief  Executive  Officer,  the  Executive  shall
preside over all meetings of the shareholders of the Company and of the Board of
Directors, superintend and manage the business of the Company and coordinate and
supervise  the  work  of  its  other  officers  and  employ,   direct,  fix  the
compensation  of,  discipline  and  discharge  its  personnel,   employ  agents,
professional  advisors and  consultants  and perform all  functions of a general
manager of the Company's business.  The Company agrees that it will not, without
the  Executive's  written  consent,  require the Executive to be based  anywhere
other than Miami, Florida,  except for required travel on the Company's business
to an extent substantially consistent with present travel obligations.

      Section 4.  Executive  Performance  Covenants.  The Executive  accepts the
employment  described in Section 3 and agrees to devote a significant  amount of
his working time and efforts (except for absences due to illness and appropriate
vacations) to the business and affairs of the Company and the performance of the
aforesaid duties and responsibilities.  However, nothing in this Agreement shall
preclude the Executive from devoting a reasonable amount of his time and efforts
to civic, community, charitable,  professional and trade association affairs and
matters and such other activities as may be disclosed to the Board of Directors.

      Section 5.  Compensation.  The Company  shall pay to the Executive for his
services  hereunder,  the compensation  hereinafter  provided in this Section 5.
Such  compensation  shall be paid to the Executive at the time and in the manner
as provided below.

            (a)  Base   Compensation.   The   Executive   shall  be  paid  "Base
Compensation"  for each  Fiscal  Year at an  annual  rate of Two  Hundred  Fifty
Thousand  Dollars  ($250,000)  payable in accordance with the Company's  regular
payroll  periods.  The Base  Compensation  (i) may be increased  (but may not be
decreased)  at any time or from time to time by action of the Board of Directors
or any  committee  thereof,  and (ii) shall be increased by the COLA  Adjustment
annually as of the  beginning  of each Fiscal Year,  commencing  with the Fiscal
Year beginning June 30, 2005. The Base  Compensation  shall be pro-rated for any
Fiscal Year hereunder which is less than a full Fiscal Year.

            (b) Incentive  Bonus  Compensation.  The Executive  shall receive an
annual monetary bonus (the "Bonus") equal to one percent (1%) of the revenues of
the Company for each year the Executive is employed by the Company,  and as long
as the Company  generates  positive gross margins.  The Bonus,  if any, shall be
payable  every  year on or  before  June  30,  for the  preceding  fiscal  year.
("Incentive Bonus Compensation").

            (c)  Options.  The  Executive  shall be  entitled  to receive  Three
Million  (3,000,000)  options to  purchase  the Common  Stock of the Company for
Fiscal  Year 2005 at an exercise  price of $0.06 per share.  For each year after
2005 and during the term of this  Agreement,  the Executive shall be entitled to
receive  Three Million  (3,000,000)  options to purchase the Common Stock of the
Company at an exercise  price  equal to the average of the closing  price of the
Common  Stock  for  the  ten  (10)  days  immediately  preceding  June 30 of the
applicable year.


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            (d) Car  Allowance.  The Company shall provide the Executive  with a
monthly car allowance  during the term of this  Agreement,  plus actual expenses
for any and all fuel, service, insurance and other auto related costs.

      Section 6.  Payment of  Expenses.  The Company  shall pay the  Executive's
reasonable  expenses  incurred in providing  services to the Company,  including
expenses for travel,  entertainment  and similar items,  in accordance  with the
Company's  expense  policies  as  determined  from  time to time by the Board of
Directors. If there is a dispute as to the eligibility of an expense for payment
in accordance with the Company's  expense  policies,  then such expense shall be
determined  to be payable by the  Company if approved by a majority of the Board
of Directors.

      Section 7. Employee Benefits, Vacations. During the Employment Period, the
Executive shall receive the benefits and enjoy the perquisites described below:

            (a) Benefit Plans. The Executive shall be entitled to participate in
any perquisite,  benefit or compensation  plan (in addition to the  compensation
provided  for in Section 5) including  any profit  sharing plan and 401(k) plan,
medical  insurance  plan,  life  insurance  plan,  health and accident  plan and
disability plan which are generally  applicable to all salaried employees of the
Company  (collectively  referred to as the  "Benefit  Plans").  All such Benefit
Plans shall be maintained by the Company,  or the Company shall  maintain  plans
providing  substantially similar benefits;  provided,  however, that the Company
may make  modifications in the Benefit Plans so long as such  modifications  (i)
are generally  applicable  to all salaried  employees of the Company and (ii) do
not discriminate against the Executive or other highly-compensated  employees of
the Company.

            (b) Vacations.  The Executive  shall be entitled in each Fiscal Year
to a vacation of four (4) weeks  (twenty (20) working  days),  during which time
his  compensation  shall be paid in full, and such holidays and other nonworking
days  as are  consistent  with  the  policies  of  the  Company  for  executives
generally.

      Section 8.  Company  Life  Insurance;  Medical  Examinations.  At any time
during the Employment Period, the Company may, in its discretion,  apply for and
procure  as  owner  and  for  its  own  benefit,  insurance  on the  life of the
Executive,  in  such  amounts  and in such  form or  forms  as the  Company  may
determine.  The Executive shall have no right to any interest in any such policy
or policies, but he shall, at the request of the Company, submit to such medical
examinations, supply such information and execute such applications, instruments
and other  documents as reasonably  may be required by the insurance  company or
companies to whom the Company has applied for such insurance.

      If requested by the Company,  the  Executive  shall submit to at least one
medical  examination  during each Fiscal Year at such  reasonable time and place
and by a physician or physicians determined and selected by the Company. All the
costs and expenses of said medical examination,  including transportation of the
Executive to the place of examination and return, shall be paid by the Company.



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      The  Executive  shall  be  entitled  to a copy of all  reports  and  other
information  provided to the Company in connection with any examination referred
to in this  Section 8. Any failure to pass any such  medical  examination  or to
meet any health  criteria or medical  standard  shall not of itself be cause for
termination of the Employment Period by the Company.

      Section 9. Certain Company  Protection  Provisions.  The below  provisions
apply for the protection of the Company.

            (a)  Noncompetition.  Except for Executive's  participation in other
activities disclosed to the Board of Directors, during the Restricted Period (as
hereinafter  defined),  the Executive  shall not directly or indirectly  compete
with the  Company by  owning,  managing,  controlling  or  participating  in the
ownership,  management  or control of, or be employed or engaged by or otherwise
affiliated or associated with, any Competitive Business in any location in which
the Company is doing  business as of the  Employment  Termination  Date. As used
herein,  the term  "Restricted  Period"  means (i) the  Employment  Period and a
period of two (2) years thereafter or (ii) the Employment  Period if the Company
terminates  the Executive  without  "cause" (as defined in Section 10(b)) or the
Executive  terminates  his  employment  for "good reason" (as defined in Section
10(e)).  As used herein,  a  "Competitive  Business"  is any other  corporation,
partnership, proprietorship, firm, association or other business entity which is
engaged in any business  from which the Company  derives five percent or more of
its consolidated revenues during the twelve (12) months preceding the Employment
Termination  Date or in which the Company has invested five percent (5%) or more
of its  total  assets  as of the  time  in  question,  provided,  however,  that
ownership of not more than five percent (5%) of the stock of any publicly traded
company shall not be deemed a violation of this provision.

            (b)  Non-Interference.  During the Restricted  Period, the Executive
shall not induce or solicit  any  employee  of the  Company or any person  doing
business  with the  Company  to  terminate  his or her  employment  or  business
relationship with the Company or otherwise interfere with any such relationship.

            (c) Confidentiality.  The Executive agrees and acknowledges that, by
reason of the nature of his duties as an officer and  employee,  he will have or
may have access to and become  informed of confidential  and secret  information
which  is a  competitive  asset  of the  Company  ("Confidential  Information"),
including without limitation any lists of customers or suppliers,  distributors,
financial statistics,  research data or any other statistics and plans contained
in profit  plans,  capital  plans,  critical  issue  plans,  strategic  plans or
marketing  or operation  plans or other trade  secrets of the Company and any of
the  foregoing  which belong to any person or company but to which the Executive
has had access by reason of his employment  relationship  with the Company.  The
Executive  agrees  faithfully  to keep in  strict  confidence,  and not,  either
directly or indirectly,  to make known, divulge, reveal, furnish, make available
or use (except for use in the regular course of his employment  duties) any such
Confidential   Information.   The  Executive   acknowledges  that  all  manuals,
instruction  books,  price lists,  information and records and other information
and aids relating to the  Company's  business,  and any and all other  documents
containing Confidential Information furnished to the Executive by the Company or
otherwise  acquired or  developed  by the  Executive,  shall at all times be the
property  of the  Company.  Upon  termination  of  the  Employment  Period,  the
Executive shall return to the


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Company any such property or documents which are in his  possession,  custody or
control, but his obligation of confidentiality shall survive such termination of
the Employment Period until and unless any such  Confidential  Information shall
have become,  through no fault of the Executive,  generally  known to the trade.
The  obligations of the Executive  under this subsection are in addition to, and
not in limitation or preemption  of, all other  obligations  of  confidentiality
which the  Executive  may have to the Company  under  general legal or equitable
principles.

            (d)  Remedies.  It is  expressly  agreed  by the  Executive  and the
Company that these  provisions are reasonable for purposes of preserving for the
Company its business,  goodwill and proprietary  information.  It is also agreed
that if any provision is found by a court having jurisdiction to be unreasonable
because  of  scope,  area or time,  then  that  provision  shall be  amended  to
correspond in scope, area and time to that considered  reasonable by a court and
as  amended  shall  be  enforced  and  the  remaining  provisions  shall  remain
effective. In the event of any breach of these provisions by the Executive,  the
parties  recognize and  acknowledge  that a remedy at law will be inadequate and
the Company may suffer irreparable  injury. The Executive  acknowledges that the
services to be rendered by him are of a character  giving them  peculiar  value,
the loss of which cannot be adequately  compensated for in damages;  accordingly
the Executive consents to injunctive and other appropriate equitable relief upon
the  institution of proceedings  therefor by the Company in order to protect the
Company's rights.  Such relief shall be in addition to any other relief to which
the Company may be entitled at law or in equity.

      Section 10. Termination of Employment.

            (a) Notice of Termination; Employment Termination Date.

                  (1)  Any  termination  of the  Executive's  employment  by the
Company or the Executive  shall be communicated by written Notice of Termination
to the other  party  thereto.  For  purposes  of this  Agreement,  a "Notice  of
Termination"  shall mean a notice which shall indicate the specific  termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination under the
provision so  indicated.  Furthermore,  either the  Executive or the Company may
give a Notice of  Termination  to the other party for the purpose of terminating
this  Agreement on the Scheduled  Employment  Termination  Date.  Such Notice of
Termination shall have the effect of terminating this Agreement on the Scheduled
Employment Termination Date.

                  (2) "Employment Termination Date" shall mean the date on which
the  Employment  Period  and the  Executive's  right and  obligation  to perform
employment  services for the Company shall terminate effective upon the first to
occur of the following,  it being understood that in no event may the Employment
Period be terminated other than as the result of one of the following events:

                  (A)   If  the   Executive's   employment  is  terminated   for
                        Disability,  the date  which is thirty  (30) days  after
                        Notice  of  Termination  is  given  (provided  that  the
                        Executive  shall not have returned to the performance of
                        his duties on a full-time  basis during such thirty (30)
                        day period);


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                  (B)   If  the  Executive's  employment  is  terminated  by the
                        Executive  for Good  Reason or  otherwise  by  voluntary
                        action of the Executive  (see Section  10(e)),  the date
                        specified  in the  Notice  of  Termination,  which  date
                        (except  with the written  consent of the Company to the
                        contrary)  shall not be more than  sixty (60) days after
                        the date that the Notice of Termination is given;

                  (C)   The death of the Executive;

                  (D)   The Scheduled Employment Termination Date;

                  (E)   If  the  Executive's  employment  is  terminated  by the
                        Company for Cause (see  Section  10(b)(1)),  the date on
                        which a Notice of Termination is given; provided that if
                        within thirty (30) days after any Notice of  Termination
                        is given the party  receiving such Notice of Termination
                        notifies   the  other   party  that  a  dispute   exists
                        concerning the termination,  the Employment  Termination
                        Date  shall be the date on which the  dispute is finally
                        determined,  either by mutual  written  agreement of the
                        parties,  by a binding and final arbitration award or by
                        a  final  judgment,  order  or  decree  of  a  court  of
                        competent  jurisdiction  (the time for appeal  therefrom
                        having expired and no appeal having been perfected); and

                  (F)   If  the  Executive's  employment  is  terminated  by the
                        Company other than for Cause, Disability or death of the
                        Executive (see Section 10(f)), the date specified in the
                        Notice  of  Termination  which  date  (except  with  the
                        written  consent of the Executive to the contrary) shall
                        not be more than sixty (60) days after the date that the
                        Notice of Termination is given.

            (b) Termination for Cause:

                  (1) The Company may terminate the  Executive's  employment and
the Employment Period for Cause. For the purposes of this Agreement, the Company
shall have "Cause" to terminate  employment  hereunder  only (A) if  termination
shall have been the result of an act or acts of  willful  misconduct  materially
injurious to the Company,  monetarily or otherwise,  or (B) upon the willful and
continued failure by the Executive  substantially to perform his duties with the
Company (other than any such failure  resulting from incapacity due to mental or
physical  illness)  after a demand in writing  for  substantial  performance  is
delivered by the Board of Directors,  which demand  specifically  identifies the
manner in which the Board  believes  that the  Executive  has not  substantially
performed his duties,  and such failure results in demonstrably  material injury
to the Company,  provided  that  Executive is afforded a period of not less than
thirty  (30) days from  receipt of said demand  letter to cure such  performance
deficiencies. The Executive's employment shall in no event be considered to have
been terminated by the Company for Cause if such  termination  took place as the
result of (i) bad judgment or  negligence,  or (ii) any act or omission  without
intent  of  gaining  therefrom  directly  or  indirectly  a profit  to which the
Executive was not legally entitled, or (iii) any act or omission

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believed  in good faith to have been in or not  opposed to the  interest  of the
Company, or (iv) any act or omission in respect of which a determination is made
that the  Executive  met the  applicable  standard  of  conduct  prescribed  for
indemnification or reimbursement or payment of expenses under the Certificate of
Incorporation of the Company or the laws of the State of Delaware,  in each case
as in effect at the time of such act or  omission.  The  Executive  shall not be
deemed to have been  terminated for Cause unless and until there shall have been
delivered to him a copy of a resolution duly adopted by the affirmative  vote of
not less than  three-quarters of the entire membership of the Board of Directors
at a meeting of the Board of  Directors  called and held for the purpose  (after
not  less  than  thirty  (30)  days'  written  notice  to the  Executive  and an
opportunity  for him together with his counsel,  to be heard before the Board of
Directors, such notice of meeting to indicate the specific termination provision
of this  Agreement  relied upon and specify in  reasonable  detail the facts and
circumstances  claimed to provide a basis for termination under the provision so
indicated), finding that in the good faith opinion of the Board of Directors the
Executive  was guilty of conduct  set forth  above in clauses  (A) or (B) of the
second  sentence of this  paragraph and specifying  the  particulars  thereof in
detail.

                  (2) If the  Executive's  employment  shall be  terminated  for
Cause,  the  Company  shall  pay the  Executive  within  ten  (10)  days of such
termination, (i) his unpaid Base Compensation through the Employment Termination
Date at the rate in effect at the time Notice of Termination is given, plus (ii)
any expenses incurred in accordance with Section 6 hereof.

            (c)  Termination  for  Disability.  The  Company may  terminate  the
Executive's employment because of the Disability of the Executive and thereafter
shall pay to the Executive (or his successors) (1) his unpaid Base  Compensation
through the sixth (6th) full month following the Employment  Termination Date at
his then  effective  Base  Compensation  rate;  plus (2) any  accrued but unpaid
Incentive  Compensation,  plus (3) any  expenses  incurred  in  accordance  with
Section 6 hereof.

            (d)  Termination  Upon  Executive's  Death.  In  the  event  of  the
Executive's  death,  the  Company  shall pay to the  Executive's  estate (1) any
unpaid  amount  of Base  Compensation  through  the  date of  death  at the then
effective  Base  Compensation  rate,  plus (2) any accrued but unpaid  Incentive
Compensation,  plus (3) any  expenses  incurred  in  accordance  with  Section 6
hereof. All previously granted stock options,  rights, warrants and awards shall
fully vest on the death of the  Executive,  except  that the  provisions  of the
Company's  Stock  Incentive  Plan and any other  Benefit Plan shall  control the
benefits and awards covered thereby.

            (e) Termination of Employment by the Executive.

                  (1) The Executive may terminate his employment for Good Reason
and receive the  payments and  benefits  specified in Section  10(f) in the same
manner as if the Company had  terminated  his  employment.  For purposes of this
Agreement, "Good Reason" will exist if any one or more of the following occur:

                  (A)   Failure by the  Company to honor any of its  obligations
                        under this Agreement, including, without limitation, its
                        obligations  under  Section 3  (Employment  Capacity and
                        Duties),  Section 4 (Executive  Performance  Covenants),
                        Section 5 (Compensation), Section 6


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<PAGE>

                        (Reimbursement   of   Expenses),   Section  7  (Employee
                        Benefits,   Vacations),  Section  12  (Indemnification),
                        and/or Section 14 (Successors and Assigns); or

                  (B)   Any  purported   termination   by  the  Company  of  the
                        Executive's  employment that is not effected pursuant to
                        a Notice of Termination  satisfying the  requirements of
                        Section 10(a) above and, for purposes of this Agreement,
                        no such purported termination shall be effective.

                  (C)   If there is a  Change  in  Control  of the  Company  (as
                        defined  below) and the  employment  of the Executive is
                        concurrently  or  subsequently  terminated  (i)  by  the
                        Company  without  Cause,  (ii) by service of a Notice of
                        Termination or (iii) by the  resignation of the Employee
                        because he has reasonably  determined in good faith that
                        his titles, authorities, responsibilities, salary, bonus
                        opportunities   or   benefits   have   been   materially
                        diminished,  or that a  material  adverse  change in his
                        working  conditions  has  occurred  or the  Company  has
                        breached  this  Agreement.   For  the  purpose  of  this
                        Agreement,  a  Change  in  Control  of the  Company  has
                        occurred when: (x) any person  (defined for the purposes
                        of this Section 10 to mean any person within the meaning
                        of Section 13(d) of the Securities  Exchange Act of 1934
                        (the  "Exchange  Act")),  other than the Company,  or an
                        employee  benefit  plan  established  by  the  Board  of
                        Directors   of  the  Company,   acquires,   directly  or
                        indirectly,  the beneficial ownership  (determined under
                        Rule  13d-3  of  the  regulations   promulgated  by  the
                        Securities and Exchange  Commission  under Section 13(d)
                        of the Exchange Act) of securities issued by the Company
                        having twenty  percent (20%) or more of the voting power
                        of all of the voting securities issued by the Company in
                        the election of directors at a meeting of the holders of
                        voting securities to be held for such purpose;  or (y) a
                        majority of the directors  elected at any meeting of the
                        holders of voting  securities of the Company are persons
                        who were not nominated for such election by the Board of
                        Directors of the Company or a duly constituted committee
                        of  the  Board  of  Directors  of  the  Company   having
                        authority in such matters;  or (z) the Company merges or
                        consolidates with or transfers  substantially all of its
                        assets to another person.

                  (2)  The  Executive  shall  have  the  right   voluntarily  to
terminate  his  employment  other than for Good  Reason  prior to the  Scheduled
Employment  Termination  Date,  and if the  Executive  shall  so  terminate  his
employment,  he shall be entitled  only to payment of the amounts which would be
payable under Section 10(b)(2) had he been terminated for Cause.

            (f) Compensation Upon Termination Other Than for Cause.


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<PAGE>

                  (1) If the Company shall terminate the Executive's  employment
other than for Cause or  pursuant to Section  10(c) or (d), or if the  Executive
shall terminate his employment for Good Reason pursuant to Section 10(e)(1) (but
not a termination  voluntarily by the Executive other than for Good Reason under
Section  10(e)(2)),  then the Company  shall pay to the  Executive the following
amounts:

                  (A)   (1) His unpaid Base Compensation  through the Employment
                        Termination Date at his then effective Base Compensation
                        Rate,  plus (2) any accrued but unpaid  Incentive  Bonus
                        Compensation,   plus  (3)  any   expenses   incurred  in
                        accordance with Section 6 hereof.

                  (B)   In  addition,  the  Company  shall pay to the  Executive
                        promptly in a single lump sum in cash an amount equal to
                        the  product of three  (3),  multiplied  by one  hundred
                        percent (100%) of the aggregate total amount which would
                        have been payable to Executive  under  Section 5 for the
                        entire  Fiscal  Year  in  which  occurs  the  Employment
                        Termination  Date  as if his  employment  had  not  been
                        terminated  (and  without  deduction  or offset  for any
                        amounts actually paid for such Fiscal Year on account of
                        Base Compensation or Incentive Bonus Compensation, under
                        Section 5, this Section 10 or  otherwise),  and assuming
                        for purposes of calculating  (x) the Base  Compensation,
                        one hundred  percent (100%) of the amount thereof at the
                        annual rate  payable  for such  Fiscal Year  pursuant to
                        Section 5(a) and (y) the Incentive  Bonus  Compensation,
                        the largest  amount  thereof  accrued for any of the two
                        (2) most recently completed Fiscal Years.

                  (C)   The Company  shall also pay all legal fees and  expenses
                        incurred as a result of such termination  (including all
                        such fees and expenses,  if any,  incurred in contesting
                        or disputing any such termination,  in seeking to obtain
                        or  enforce  any  right  or  benefit  provided  by  this
                        Agreement,  or  in  interpreting  this  Agreement).  The
                        Company  agrees,  in the event the Executive  desires to
                        relocate   within   one  year   after   the   Employment
                        Termination   Date,  to  pay  for  (or   reimburse)  all
                        reasonable moving expenses incurred relating to a change
                        of   principal   residence  in   connection   with  such
                        relocation  and to indemnify the Executive in connection
                        with any loss he may  sustain in the sale of his primary
                        residence.

                  (D)   The Executive shall be under no obligation to seek other
                        employment  and  there  shall be no offset  against  any
                        amounts  due  the  Executive  under  this  Agreement  on
                        account  of  any   remuneration   attributable   to  any
                        subsequent employment that the Executive may obtain (any
                        amounts  due under  Section  10(f) are in the  nature of
                        severance payments,  or liquidated damages, or both, and
                        are not in the nature of a penalty).


                                      -11-
<PAGE>

                  (2) Unless  Executive  is  terminated  for Cause,  the Company
shall maintain in full force and effect,  for the Executive's  continued benefit
through the Scheduled  Employment Terminate Date, all active and retired Benefit
Plans and other  benefit  programs or  arrangements  in which he was entitled to
participate immediately prior to the Scheduled Employment Terminate Date (except
as  specified  in  Section  7(a) of this  Agreement),  provided  that  continued
participation  is possible  under the general terms and provisions of such plans
and  programs.  In the event that  participation  in any such plan or program is
barred,  the Company shall  arrange to provide him with  benefits  substantially
similar to those which he is entitled to receive under such plans and programs.

            (g)  Compensation  Upon  Disability.  During  any  period  that  the
Executive fails to perform his duties hereunder as a result of incapacity due to
physical  or  mental  illness,  he shall  continue  to  receive  his  full  Base
Compensation   at  the  rate  then  in  effect  and  his  full  Incentive  Bonus
Compensation  until this  Agreement  is  terminated  pursuant  to Section  10(c)
hereof.  Thereafter,  his benefits  shall be determined  in accordance  with the
Company's Benefit Plans.

      Section 11. Certain Tax Matters

            (a) Optional Right of Partial Disclaimer.

      It is recognized that under certain circumstances:

                  (1) Payments or benefits  provided to the Executive under this
Agreement or otherwise pursuant to or by reason of any other agreement,  policy,
plan,  program or  arrangement  (including  without  limitation any stock option
plan)  might give rise to an "excess  parachute  payment"  within the meaning of
Section 280G of the Internal  Revenue Code of 1986, or any  successor  provision
thereof.

                  (2) It might be  beneficial  to the Executive to disclaim some
portion of the  payment or  benefit  in order to avoid  such  "excess  parachute
payment" and thereby avoid the imposition of an excise tax resulting therefrom.

                  (3)  Under  such   circumstances   it  would  not  be  to  the
disadvantage of the Company to permit the Executive to disclaim any such payment
or benefit in order to avoid the "excess  parachute  payment" and the excise tax
resulting therefrom.

      Accordingly,  the Executive may, at the Executive's option, exercisable at
any time or from time to time,  disclaim any  entitlement  to any portion of the
payment or benefits arising under this Agreement or otherwise  pursuant to or by
reason of any other agreement,  policy, plan, program or arrangement  (including
without  limitation  any stock  option  plan)  which  would  constitute  "excess
parachute  payments" and it shall be the Executive's choice as to which payments
or benefits  shall be so  surrendered,  if and to the extent that the  Executive
exercises such option, so as to avoid "excess parachute payments."

            (b) Additional Payments.

                                      -12-
<PAGE>


                  (1)    Anything   in   this    Agreement   to   the   contrary
notwithstanding,  in the event it shall be determined  (as  hereafter  provided)
that any payment or distribution to or for the Executive's benefit, whether paid
or  payable  or  distributed  or  distributable  pursuant  to the  terms of this
Agreement or otherwise pursuant to or by reason of any other agreement,  policy,
plan,  program or  arrangement  (including  without  limitation any stock option
plan),  or  similar  right (a  "Payment"),  would be  subject  to the excise tax
imposed by Section 4999 of the Internal  Revenue Code of 1986 (or any  successor
provision thereto), or any interest or penalties with respect to such excise tax
(such excise tax,  together with any such interest and penalties,  are hereafter
collectively  referred  to as the "Excise  Tax"),  then the  Executive  shall be
entitled to receive an additional payment or payments (a "Gross-Up  Payment") in
an amount such that,  after payment by the Executive of all taxes (including any
interest or penalties imposed with respect to such taxes),  including any Excise
Tax, imposed upon the Gross-Up  Payment,  the Executive retains an amount of the
Gross-Up  Payment  equal to the lesser of (A) the Excise  Tax  imposed  upon the
Payments  or (B) the  Excise  Tax that would be  imposed  upon all  payments  or
benefits provided under this Agreement (including any stock option agreement) if
such payments or benefits (but only such  payments or benefits)  constituted  in
their entirety  "excess  parachute  payments" as such term is defined in section
280G and 4999 of the Internal Revenue Code of 1986 (or any successor  provisions
thereto).

                  (2)  Subject  to the  provisions  of Section  11(b)  (5),  all
determinations  required to be made under this Section 11(b),  including whether
an Excise Tax is  payable  by the  Executive,  the  amount of such  Excise  Tax,
whether a Gross-Up Payment is required, and the amount of such Gross-Up Payment,
shall be made by a  nationally-recognized  legal or accounting firm (the "Firm")
selected by the  Executive in the  Executive's  sole  discretion.  The Executive
agrees to direct the Firm to submit its  determination  and detailed  supporting
calculations  to both the Executive and the Company as promptly as  practicable.
If the Firm  determines that any Excise Tax is payable by the Executive and that
a Gross-Up Payment is required, the Company shall pay the Executive the required
Gross-Up   Payment   within  ten  (10)  business  days  after  receipt  of  such
determination  and  calculations.  If the Firm  determines that no Excise Tax is
payable  by the  Executive,  it  shall,  at  the  same  time  as it  makes  such
determination,  furnish the  Executive  with an opinion that the  Executive  has
substantial  authority not to report any Excise Tax on the  Executive's  federal
income  tax  return.  Any  determination  by the  Firm as to the  amount  of the
Gross-Up  Payment  shall be binding upon the  Executive  and the  Company.  As a
result of the  uncertainty  in the  application  of Section 4999 of the Internal
Revenue  Code of 1986 (or any  successor  provision  thereto) at the time of the
initial  determination  by the Firm  hereunder,  it is  possible  that  Gross-Up
Payments  which will not have been made by the Company should have been made (an
"Underpayment"). In the event that the Company exhausts its remedies pursuant to
Section  11(b)(5)  hereof and the  Executive  thereafter  is  required to make a
payment of any Excise Tax, the  Executive  may direct the Firm to determine  the
amount  of the  Underpayment  (if  any)  that has  occurred  and to  submit  its
determination and detailed supporting calculations to both the Executive and the
Company as promptly as possible. Any such Underpayment shall be promptly paid by
the Company to the Executive,  or for the Executive's  benefit,  within ten (10)
business days after receipt of such determination and calculations.

                  (3) The  Executive and the Company shall each provide the Firm
access to and copies of any books,  records and  documents in the  possession of
the Company or


                                      -13-
<PAGE>


the  Executive,  as the case  may be,  reasonably  requested  by the  Firm,  and
otherwise  cooperate  with  the Firm in  connection  with  the  preparation  and
issuance of the determination contemplated by Section 11(b)(2) hereof.

                  (4) The fees and  expenses  of the  Firm for its  services  in
connection  with the  determinations  and  calculations  contemplated by Section
11(b)(2)  hereof  shall be borne by the  Company.  If such fees and expenses are
initially paid by the Executive,  the Company shall  reimburse the Executive the
full  amount of such fees and  expenses  within  ten (10)  business  days  after
receipt from the Executive of a statement  therefor and  reasonable  evidence of
the Executive's payment thereof.

                  (5) The  Executive  agrees to notify the Company in writing of
any claim by the Internal Revenue Service that, if successful, would require the
payment by the Company of a Gross-Up Payment.  Such notification  shall be given
as promptly as  practicable  but no later than ten (10)  business days after the
Executive  actually  receives  notice of such  claim.  The  Executive  agrees to
further  apprise  the  Company of the nature of such claim and the date on which
such claim is  requested  to be paid (in each case,  to the extent  known by the
Executive).  The Executive  agrees not to pay such claim prior to the earlier of
(a) the expiration of the thirty (30) calendar-day  period following the date on
which the  Executive  gives such notice to the Company and (b) the date that any
payment with respect to such claim is due. If the Company notifies the Executive
in writing  at least five (5)  business  days  prior to the  expiration  of such
period that it desires to contest such claim, the Executive agrees to:

                  a)    provide  the  Company   with  any  written   records  or
                        documents in the Executive's possession relating to such
                        claim as the Company shall reasonably request in writing
                        from  time  to  time,   including   without   limitation
                        accepting  legal  representation  with  respect  to such
                        claim by an attorney competent in respect of the subject
                        matter and reasonably selected by the Company;

                  b)    cooperate  with the  Company  in good  faith in order to
                        effectively contest such claim; and

                  c)    permit the  Company to  participate  in any  proceedings
                        relating to such claim;

provided,  however,  that the Company  shall bear and pay directly all costs and
expenses  (including  interest and penalties)  incurred in connection  with such
contest and shall  indemnify  and hold the Executive  harmless,  on an after-tax
basis,  from and against any Excise Tax or income tax,  including  interest  and
penalties with respect thereto,  imposed as a result of such  representation and
payment of costs and expenses. Without limiting the foregoing provisions of this
Section 11(b)(5),  the Company shall control all proceedings taken in connection
with the contest of any claim  contemplated by this Section 11(b)(5) and, at its
sole  option,  may  pursue  or  forego  any  and  all  administrative   appeals,
proceedings,  hearings and conferences  with the taxing  authority in respect of
such claim (provided, however, that the Executive may participate therein at the
Executive's  own cost and  expense)  and may, at its option,  either  direct the
Executive  to pay the tax  claimed  and sue for a refund or contest the claim in
any permissible manner, and the Executive agrees to prosecute


                                      -14-
<PAGE>


such contest to a determination before any administrative  tribunal,  in a court
of initial  jurisdiction  and in one or more  appellate  courts,  as the Company
shall determine; provided, however, that if the Company directs the Executive to
pay the tax claimed and sue for a refund,  the Company  shall advance the amount
of such payment to the Executive on an  interest-free  basis and shall indemnify
and hold the Executive  harmless,  on an after-tax basis, from any Excise Tax or
income tax, including  interest or penalties with respect thereto,  imposed with
respect to such advance;  and provided further,  however,  that any extension of
the  statute of  limitations  relating  to payment of taxes for the  Executive's
taxable year with respect to which the contested  amount is claimed to be due is
limited solely to such contested amount.  Furthermore,  the Company's control of
any such  contested  claim  shall be limited to issues  with  respect to which a
Gross-Up Payment would be payable  hereunder and the Executive shall be entitled
to settle or contest, as the case may be, any other issue raised by the Internal
Revenue Service or any other taxing authority.

                  (6) If,  after  the  receipt  by the  Executive  of an  amount
advanced  by the Company  pursuant to Section  11(b)(5)  hereof,  the  Executive
receives any refund with respect to such claim, the Executive agrees (subject to
the Company's  complying with the  requirements of Section  11(b)(5)  hereof) to
promptly  pay to the  Company  the  amount  of such  refund  (together  with any
interest paid or credited thereon after any taxes applicable thereto). If, after
the Executive's receipt of an amount advanced by the Company pursuant to Section
11(b)(5)  hereof,  a determination is made that the Executive is not entitled to
any  refund  with  respect  to such  claim and the  Company  does not notify the
Executive in writing of its intent to contest such denial of refund prior to the
expiration  of thirty (30)  calendar  days after such  determination,  then such
advance  shall be forgiven and shall not be required to be repaid and the amount
of such advance  shall  offset,  to the extent  thereof,  the amount of Gross-Up
Payment required to be paid pursuant to this Section 11(b).

      Section 12. Indemnification.  As an employee,  officer and director of the
Company,  the Executive shall be indemnified  against all liabilities,  damages,
fines, costs and expenses by the Company in accordance with the  indemnification
provisions of the Company's  Articles of  Incorporation as in effect on the date
hereof,  and otherwise to the fullest  extent to which  employees,  officers and
directors of a corporation organized under the laws of Nevada may be indemnified
pursuant to Section 78.7502 of the Nevada  statutes,  as the same may be amended
from time to time (or any  subsequent  statute  of  similar  tenor and  effect),
subject to the terms and conditions of such statute.

      Section 13.  Arbitration.  Any dispute or controversy  arising under or in
connection  with this Agreement  shall be settled  exclusively by arbitration in
Miami,  Florida  in  accordance  with  the  rules  of the  American  Arbitration
Association  then in effect;  provided that all  arbitration  expenses  shall be
borne by the Company. Notwithstanding the pendency of any dispute or controversy
concerning  termination or the effects thereof, the Company will continue to pay
the Executive his full compensation in effect  immediately  before any Notice of
Termination giving rise to the dispute was given (including, but not limited to,
Base Salary and Incentive Compensation) and continue him as a participant in all
compensation,  benefit and insurance  plans in which he was then  participating,
until  the  dispute  is  finally  resolved.  Judgment  may  be  entered  on  the
arbitrators' award in any court having jurisdiction; provided, however, that the
Executive shall be entitled to


                                      -15-
<PAGE>

seek  specific  performance  of  his  right  to be  paid  until  the  Employment
Termination Date during the pendency of any dispute or controversy arising under
or in connection with this Agreement.

      Section  14.  Successors  and  Assigns.  Except as  hereinafter  expressly
provided,  the  agreements,  covenants,  terms and  provisions of this Agreement
shall bind the  respective  heirs,  executors,  administrators,  successors  and
assigns  of the  parties.  Specifically,  and  not by way of  limitation  of the
foregoing,  the  Executive  shall be bound by the terms and  conditions  of this
Agreement to any  successor  assignee of the  Company's  rights and  obligations
hereunder  as a result of any merger,  consolidation  or sale or lease of all or
substantially  all  of the  Company's  business  and  assets.  If any  successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or  substantially  all of the business  and/or assets of the Company  fails,
concurrently with the effectiveness of any such succession,  to agree in writing
in form and substance  reasonably  satisfactory  to the  Executive  expressly to
assume and agree to perform  this  Agreement  in the same manner and to the same
extent that the Company would be required to perform if no such  succession  had
taken place, then the Executive shall have the right, effected by notice to such
successor  not later  than  ninety  (90) days  after the  effectiveness  of such
succession,  to terminate  the  Employment  Period under Section 10(e) as though
such  failure  was an uncured  breach by the  Company of a material  covenant or
agreement of the Company contained in this Agreement.

      If  the  Executive  should  die  while  any  amounts  are  payable  to him
hereunder,  or if by  reason  of  his  death  payments  are  to be  made  to him
hereunder,  then this Agreement shall inure to the benefit of and be enforceable
by the Executive's executors, administrators,  heirs, distributees, devisees and
legatees and all amounts payable hereunder shall then be paid in accordance with
the  terms  of this  Agreement  to the  Executive's  devisee,  legatee  or other
designee or, if there is no such designee, to his estate.

      This  Agreement  is personal  in nature and neither of the parties  hereto
shall,  without the consent of the other,  assign or transfer this  Agreement or
any rights or obligations  hereunder,  except as  hereinbefore  provided in this
Section 14. Without  limiting the foregoing,  the  Executive's  right to receive
payments  hereunder shall not be assignable or transferable,  whether by pledge,
creation of a security interest or otherwise,  other than a transfer by his will
or by the laws of descent  or  distribution,  and in the event of any  attempted
assignment  or transfer  contrary to this  paragraph  the Company  shall have no
liability to pay to the purported assignee or transferee any amount so attempted
to be assigned or transferred.

      As used in this  Agreement,  the  "Company"  shall  mean  the  Company  as
hereinbefore  defined  and  any  successor  to its  business  and/or  assets  as
aforesaid  which  executes and delivers the agreement  provided for in the first
paragraph of this Section 14 or which  otherwise  becomes bound by all the terms
and provisions of this Agreement by operation of law.

      Section 15. Notices. Any notice or other communication required or desired
to be given hereunder shall be in writing and shall be deemed sufficiently given
when personally  delivered or when mailed by first class certified mail,  return
receipt  requested  and  postage  prepaid,  addressed  to the  parties  at their
respective  addressed set forth under their respective  signatures below or such
other person or addresses as shall be given by notice of any party.


                                      -16-
<PAGE>

      Section 16. Waiver; Remedies Cumulative.  No waiver of any right or option
hereunder  by any party shall  operate as a waiver of any other right or option,
or the same  right  or  option  as  respects  any  subsequent  occasion  for its
exercise,  or of any legal remedy.  No waiver by any party of any breach of this
Agreement  or of any  agreement  or covenant  contained  herein shall be held to
constitute  a waiver of any other breach or a  continuation  of the same breach.
All remedies provided by this Agreement are in addition to all other remedies by
it or the law provided.

      Section 17. Governing Law;  Severability.  The validity and effect of this
Agreement shall be governed by and construed and enforced in accordance with the
laws of Nevada without regard to principles of conflicts of laws thereof.  It is
the intention of the Company and the Executive to comply fully with all laws and
matters of public  policy  relating to  employment  agreements  and  restrictive
covenants, and this Agreement shall be construed consistently with such laws and
public  policy to the  extent  possible.  If and to the  extent  any one or more
covenants,  agreements, terms and provisions of this Agreement or any portion or
portions  thereof shall be held invalid or unenforceable by a court of competent
jurisdiction, then such covenants, agreements, terms and provisions (or portions
thereof)  shall be deemed  separable from the remaining  covenants,  agreements,
terms and  provisions of this  Agreement and such holding shall in no way affect
the validity or enforceability of any of the other covenants,  agreements, terms
and provisions hereof.

      Section 18. Attorney's Fees. In the event of any litigation  arising under
the terms of this Agreement,  the prevailing  party shall be entitled to recover
its or their  reasonable  attorneys'  fees and court costs from the other party,
including  trial and appellate  proceedings,  as well as the costs of collecting
any judgment.

      Section 19. Independent Counsel. The Company is represented by Kirkpatrick
& Lockhart  Nicholson Graham LLP and Kirkpatrick & Lockhart Nicholson Graham LLP
is only representing the Company in connection with the Agreement. The Executive
is expressly  advised to obtain  independent  counsel and advice with respect to
the subject matter of this  Agreement,  and has been afforded an ample period of
time so to do.  The  Executive  confirms  that he has not  relied,  directly  or
indirectly,  upon any communication,  advice, or consultation with Kirkpatrick &
Lockhart  Nicholson  Graham LLP but, in fact, has relied solely and  exclusively
upon his  independent  judgment and upon the advice of the  independent  counsel
employed by him, if applicable.

      Section  20.   Miscellaneous.   This  Agreement   constitutes  the  entire
understanding  of the parties  hereto with respect to the subject matter hereof.
This  Agreement  may not be  modified,  changed or  amended  except in a writing
signed by each of the parties  hereto.  This Agreement may be signed in multiple
counterparts,  each of which shall be deemed an original hereof. The captions of
the several  sections and  subsections  of this  Agreement are not a part of the
context hereof,  are inserted only for convenience in locating such sections and
subsections and shall be ignored in construing this Agreement.


                                      -17-
<PAGE>


      IN WITNESS WHEREOF,  the Company and the Executive have executed  multiple
counterparts of this Agreement.



COMPANY:                                               EXECUTIVE:
8150 Leesburg Pike                                     1398 Park Lake Drive
Suite 1200                                             Reston, Virginia 20190
Vienna, Virginia 22182

MEDICAL STAFFING SOLUTIONS, INC., a Nevada
corporation

By: /s/ DR. BRAJNANDAN B. SAHAY
   -----------------------------------------           ------------------------
Name: DR. BRAJNANDAN B. SAHAY                          DR. BRAJNANDAN B. SAHAY
     ---------------------------------------
Its:  PRESIDENT & CEO
     ---------------------------------------



                                      -18-