Exhibit
4.2

       

      THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.  NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE
WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER
FROM THE SECURITIES AND EXCHANGE COMMISSION.

       

      INTERNATIONAL
MEDICAL STAFFING, INC..

       

      WARRANT
TO PURCHASE COMMON STOCK

       

      
        
          
            
              
                
                  
                    	
                             

                          	 
      	
                             

                          
	
                            NUMBER

                          	 
      	
                            DATE

                          


                  

                

              

            

          

        

      

       

      This certifies that, for value
received, _______________, a ________________ (the “Holder”), is entitled to
subscribe for and purchase at the Exercise Price (defined below) from
International Medical Staffing, Inc., a Delaware corporation (the
“Company”),__________________ (__________) shares of the Company’s Common Stock
as set forth below and subject to adjustment provided therein.

      


      1.           HISTORY OF THE
WARRANT.  This Warrant is being issued to the
Holder ____________________________________________________________________________________________.

       

      2.           DEFINITIONS. As used herein, the
following terms shall have the following respective meanings:

       

      (a)           “Exercise
Period” shall mean the period commencing with the date hereof and ending on
_____________ ____, 20___.

       

      (b)           “Exercise
Price” shall mean $______ per share.

       

      (c)           “Exercise
Shares” shall mean the shares of the Company’s Common Stock issuable upon
exercise of this Warrant.

       

      3.           EXERCISE OF
WARRANT.  The rights represented
by this Warrant may be exercised in whole or in part at any time during the
Exercise Period, by delivery of the following to the Company as set forth in
Section 14, below:


      
        
           


        

        
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      (a)           An
executed Notice of Exercise in the form attached hereto;

       

      (b)           Payment
of the Exercise Price either (i) in cash or by check, or (ii) by
cancellation of indebtedness; and

       

      (c)           This
Warrant.

       

      Upon the
exercise of the rights represented by this Warrant, a certificate or
certificates for the Exercise Shares so purchased, registered in the name of the
Holder or persons affiliated with the Holder, if the Holder so designates, shall
be issued and delivered to the Holder within three (3) business days after the
rights represented by this Warrant shall have been so exercised.

       

      The
person in whose name any certificate or certificates for Exercise Shares are to
be issued upon exercise of this Warrant shall be deemed to have become the
holder of record of such shares on the date on which this Warrant was
surrendered and payment of the Exercise Price was made, irrespective of the date
of delivery of such certificate or certificates, except that, if the date of
such surrender and payment is a date when the stock transfer books of the
Company are closed, such person shall be deemed to have become the holder of
such shares at the close of business on the next succeeding date on which the
stock transfer books are open.

       

      4.           EXERCISE
LIMITATION.  Notwithstanding the above, the Holder may not
exercise this Warrant if at the time of such exercise the amount of common stock
issued for the exercise, when added to other shares of Company common stock
owned by the Holder or which can be acquired by Holder upon exercise or
conversion of any other instrument, would cause the Holder to own more than nine
and nine-tenths percent (9.9%) of the Company’s outstanding common
stock.  The restriction described in this paragraph may be revoked
upon sixty-one (61) days prior notice from Holder to the Company.

       

      5.           ADJUSTMENT IN
NUMBER OF SHARES.

       

      (a)           Adjustment for
Reclassifications.  In case at any time or from time to time
after the issue date the holders of the common stock of the Company (or any
shares of stock or other securities at the time receivable upon the exercise of
this Warrant) shall have received, or, on or after the record date fixed for the
determination of eligible stockholders, shall have become entitled to receive,
without payment therefore, other or additional stock or other securities or
property (including cash) by way of stock split, stock dividend, spin-off,
reclassification, combination of shares or similar corporate rearrangement, then
and in each such case the Holder of this Warrant, upon the exercise hereof as
provided in Section 3, shall be entitled to receive the amount of stock and
other securities and property which such Holder would hold on the date of such
exercise if on the issue date he had been the holder of record of the number of
shares of common stock of the Company called for on the face of this Warrant and
had thereafter, during the period from the issue date, to and including the date
of such exercise, retained such shares and/or all other or additional stock and
other securities and property receivable by him as aforesaid during such period,
giving effect to all adjustments called for during such period.  In
the event of any such adjustment, the Exercise Price shall be adjusted to equal
(A) the Exercise Price in effect multiplied by the number of shares of common
stock into which this Warrant is exercisable immediately prior to the
adjustment, divided by (B) the number of shares of common stock into which this
Warrant is exercisable immediately after such adjustment.


      
        
           


        

        
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      6.           COVENANTS OF THE
COMPANY.

       

      (a)           Covenants as to Exercise
Shares.  The Company covenants and agrees that all Exercise
Shares that may be issued upon the exercise of the rights represented by this
Warrant will, upon issuance, be validly issued and outstanding, fully paid and
nonassessable, and free from all taxes, liens and charges with respect to the
issuance thereof.  The Company further covenants and agrees that the
Company will at all times during the Exercise Period have authorized and
reserved, free from preemptive rights, a sufficient number of shares of its
Common Stock to provide for the exercise of the rights represented by this
Warrant.  If at any time during the Exercise Period the number of
authorized but unissued shares of the Company’s Common Stock shall not be
sufficient to permit exercise of this Warrant, the Company will take such
corporate action as may, in the opinion of its counsel, be necessary to increase
its authorized but unissued shares of Common Stock to such number of shares as
shall be sufficient for such purposes.

       

      (b)           No
Impairment.  Except and to the extent as waived or consented to
by the Holder, the Company will not, by amendment of its Articles of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all times in good
faith assist in the carrying out of all the provisions of this Warrant and in
the taking of all such action as may be necessary or appropriate in order to
protect the exercise rights of the Holder against impairment.

       

      (c)           Notices of Record
Date.  In the event of any taking by the Company of a record of
the holders of any class of securities for the purpose of determining the
holders thereof who are entitled to receive any dividend (other than a cash
dividend which is the same as cash dividends paid in previous quarters) or other
distribution, the Company shall provide to the Holder, at least ten (10) days
prior to the date specified herein, a notice specifying the date on which any
such record is to be taken for the purpose of such dividend or
distribution.


      
        
           


        

        
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      7.           FRACTIONAL
SHARES. No
fractional shares shall be issued upon the exercise of this Warrant as a
consequence of any adjustment pursuant hereto.  All Exercise Shares
(including fractions) issuable upon exercise of this Warrant may be aggregated
for purposes of determining whether the exercise would result in the issuance of
any fractional share.  If, after aggregation, the exercise would
result in the issuance of a fractional share, the Company shall, in lieu of
issuance of any fractional share, pay the Holder otherwise entitled to such
fraction a sum in cash equal to the product resulting from multiplying the then
current fair market value of an Exercise Share by such fraction.

       

      8.           NO STOCKHOLDER
RIGHTS. This
Warrant in and of itself shall not entitle the Holder to any voting rights or
other rights as a stockholder of the Company.

       

      9.           CASHLESS
EXERCISE.  In lieu of
delivering the Exercise Price in Cash, Holder, at his option, may instruct the
Company to retain, in payment of the Exercise Price, a number of the shares of
Common Stock (the “Payment Shares”) equal to the quotient of the aggregate
Exercise Price of the Warrants then being exercised divided by the Market Price
of such Payment Shares as of the date of exercise, and to deduct the number of
Payment Shares from the shares of Common Stock to be delivered to such
holder.  For purposes of this Warrant, Market Price shall mean the
closing bid price of the Company’s common stock on the trading day immediately
before the exercise date.

       

      10.           REGISTRATION
RIGHTS.  If the Company at any time proposes to register any of
its securities under the Act, including under an S-1 Registration Statement or
otherwise, it will each such time give written notice to all holders of
outstanding warrants of its intention so to do.  Upon the written
request of a holder or holders of any such warrants given within thirty (30)
days after receipt of any such notice, the Company will use its best efforts to
cause all shares underlying the exercise of such warrants to be registered under
the Act (with the securities which the Company at the time propose to register);
provided, however, that the Company may, as a condition precedent to its
effective such registration, require each Holder to agree with the Company and
the managing underwriter or underwriters of the offering to be made by the
Company in connection with such registration that such Holder will not sell any
securities of the same class or convertible into the same class as those
registered by the Company (including any class into which the securities
registered by the Company are convertible) for such reasonable period after such
registration becomes effective (not exceeding ninety (90) days) as shall then be
specified in writing by such underwriter or underwriters if in the opinion of
such underwriter or underwriters the Company's offering would be materially
adversely affected in the absence of such an agreement.  All expenses
incurred by the Company in complying with this section, including without
limitation all registration and filing fees, listing fees, printing expenses,
fees and disbursements of all independent accountants, or counsel for the
Company and the expense of any special audits incident to or required by any
such registration and the expenses of complying with the securities or blue sky
laws of any jurisdiction shall be paid by the Company.

       

      11.           TRANSFER OF
WARRANT. This Warrant and all
rights hereunder are transferable by the Holder.

       

      12.           LOST, STOLEN,
MUTILATED OR DESTROYED WARRANT. If this Warrant is lost,
stolen, mutilated or destroyed, the Company may, on such terms as to indemnity
or otherwise as it may reasonably impose (which shall, in the case of a
mutilated Warrant, include the surrender thereof), issue a new Warrant of like
denomination and tenor as the Warrant so lost, stolen, mutilated or
destroyed.  Any such new Warrant shall constitute an original
contractual obligation of the Company, whether or not the allegedly lost,
stolen, mutilated or destroyed Warrant shall be at any time enforceable by
anyone.


      
        
           


        

        
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      13.           WAIVER AND
AMENDMENT.  Any term of this Warrant may be amended or waived
only with the written consent of the Holder.

       

      14.           NOTICES. All notices required or
permitted hereunder shall be in writing and shall be deemed effectively given:
(a) upon personal delivery to the Party to be notified, (b) when sent by
confirmed facsimile if sent during normal business hours of the recipient, if
not, then on the next business day, or (c) one (1) day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt.  All communications shall be sent to
the address of record for the Company and the Holder.

       

      15.           GOVERNING
LAW;
VENUE. This
Warrant and all rights, obligations and liabilities hereunder shall be governed
by the laws of the State of Georgia.  The parties agree that any
action brought to enforce the terms of this Warrant will be brought in the
appropriate federal or state court having jurisdiction over Chatham County,
Georgia, United States of America.

       

      16.           ATTORNEYS’
FEES.  Should either party commence any legal action or
proceeding in order to enforce or interpret this Warrant or any term or
provision hereof, then in addition to any damages or remedies that may be
awarded or granted to the prevailing party therein, the prevailing party shall
be entitled to have and recover from the losing party such prevailing party’s
reasonable attorneys’ fees and costs incurred in connection
therewith.

       

      17.           CURRENCY.  All
currency is expressed in U.S. dollars.

      


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      IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly
authorized officer as of ___________________.

      


      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	 
      	
                                  “Company”

                                
	 
      	 
      	 
      
	 
      	 
      	
                                  International
      Medical Staffing, Inc.,

                                
	 
      	 
      	
                                  a
      Delaware corporation

                                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                  By:

                                
	 
      	 
      	
                                  Its:           President

                                
	 
      	 
      	 
      
	
                                  Acknowledged:

                                	 
      	 
      
	 
      	 
      	 
      
	_______________________________	 
      	 
      
	
                                  __________________,
      Holder

                                	 
      	 
      


                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
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      NOTICE
OF EXERCISE

       

      TO:        International
Medical Staffing, Inc.

       

      (1)       o The undersigned hereby
elects to purchase _______________ shares of the Common Stock of International
Medical Staffing, Inc., a Delaware corporation (the “Company”), pursuant to the
terms of the attached Warrant and based on an exercise price of $_________, and
tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any.

       

        ̈ The undersigned
hereby elects to purchase ________ shares of the common stock of the Company
pursuant to the terms of the net exercise provisions set forth in Section 9 of
the attached Warrant, and shall tender payment of all applicable transfer taxes,
if any.

       

      (2)       Please
issue a certificate or certificates representing said shares of the Company’s
Common Stock in the name of the undersigned or in such other name as is
specified below:

       

      
        
          
            
              
                
                  
                    
                      	
                               

                            
	
                              (Name)

                            
	 
	
                               

                            
	 
      
	
                               

                            
	
                              (Address)

                            


                    

                  

                

              

            

          

        

      

       

      
        
          
            
              
                
                  
                    	 
      	 
      	 
      
	
                             (Date)

                          	 
      	
                            (Signature)

                          
	 	 	 
	 
      	 
      	 
      
	 
      	 
      	
                             (Print
      name)

                          


                  

                

              

            

          

        

      


      
        
           


        

        
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