Neither  this Warrant nor the shares of Common Stock issuable  on
exercise of this Warrant have been registered under the
Securities  Act  of  1933.   None  of  such  securities  may   be
transferred in the absence of registration under such Act or an
opinion  of counsel to the effect that such registration  is  not
required.

              INTERNATIONAL NURSING SERVICES, INC.

        WARRANT

       DATED: January 28, 1997

Number of Shares: 200,000

Holder:    Millenco LP
Address:    111 Broadway, New York, New York 10006

 1.    THIS CERTIFIES THAT the Holder is entitled to purchase the
 number  of shares of the Company's common stock set forth  above
 ("Common  Stock") from INTERNATIONAL NURSING SERVICES,  INC.,  a
 Colorado corporation (hereinafter called the "Company"),  at  an
 exercise  price of $1.1875 per share, less $.05 (but  not  below
 $.90) for each full 30-day period after the 120th day after  the
 date  hereof  in  which the Registration Statement  (as  defined
 below)  has not been declared effective.  The exercise price  of
 the Warrant shall in no event be greater than the exercise price
 of  any  other warrant or option of the Company which is  issued
 (or  whose exercise price is reduced) after the date hereof  and
 which is outstanding at the time the Warrant is exercised.   The
 Registration Statement means the registration statement referred
 to  in  an  agreement  of even date herewith (the  "Subscription
 Agreement") between the Company and the Holder.

 2.    The  Warrant shall be exercisable at any time only to  the
       extent that the Holder would not as a result of such
 exercise   beneficially  own  more  that  9.99%  of   the   then
       outstanding  common  stock  of  the  Company.   Beneficial
       ownership
 shall  be  defined  in  accordance with  Rule  13d-3  under  the
 Securities  Exchange  Act of 1934.  The opinion  of  counsel  to
 Holder  shall  prevail  in  the event  of  any  dispute  on  the
 calculation of Holder's beneficial ownership.
 
 3.   This Warrant shall expire on July 31, 1999.

 4.    This Warrant and the Common Stock issuable on exercise  of
 this Warrant (the "Underlying Shares") may be transferred, sold,
 assigned  or  hypothecated, only if registered  by  the  Company
 under  the Securities Act of 1933 (the "Act") or if the  Company
 has  received from counsel to the Company a written  opinion  to
 the  effect  that registration of the Warrant or the  Underlying
 Shares is not necessary in connection with such transfer,  sale,
 assignment  or  hypothecation.  The Warrant and  the  Underlying
 Shares   shall   be  appropriately  legended  to  reflect   this
 restriction  and  stop transfer instructions shall  apply.   The
 Holder shall through its counsel provide such information as  is
 reasonably necessary in connection with such opinion.

 5.  The  Holder is entitled to certain registration rights under
     the Subscription Agreement.

 6.    Any permitted assignment of this Warrant shall be effected
 by the Holder by (i) executing the form of assignment at the end
 hereof,  (ii) surrendering the Warrant for cancellation  at  the
 office of the Company, accompanied by the opinion of counsel  to
 the  Company  referred to above; and (iii) unless in  connection
 with  an effective registration statement which covers the  sale
 of  this  Warrant  and  or  the shares underlying  the  Warrant,
 delivery to the Company of a statement by the transferee  (in  a
 form  acceptable  to  the  Company and its  counsel)  that  such
 Warrant is being acquired by

the Holder for investment and not with a view to its distribution
or  resale;  whereupon the Company shall issue, in  the  name  or
names specified by the Holder (including the Holder) new Warrants
representing in the aggregate rights to purchase the same  number
of Shares as are purchasable under the Warrant surrendered.  Such
Warrants   shall  be  exercisable  immediately  upon   any   such
assignment  of  the number of Warrants assigned.  The  transferor
will pay all relevant transfer taxes.  Replacement warrants shall
bear the same legend as is borne by this Warrant.

7.   The  term "Holder" should be deemed to include any permitted
     record transferee of this Warrant.

8.   The  Company covenants and agrees that all shares of  Common
     Stock which may be issued upon exercise hereof
will,  upon issuance, be duly and validly issued, fully paid  and
     non-assessable and no personal liability will attach to the
holder thereof.

9.   On the 121 St day after the date hereof but only if the Note
(as  defined  in the Subscription Agreement) has not  theretofore
been  prepaid in full, the Company shall reserve for issuance  on
conversion  and  exercise of the Note and this Warrant  5,000,000
shares of Common Stock, less any shares theretofore issued on any
such  conversion  or exercise.  The Company shall  use  its  best
efforts  promptly to list on NASDAQ all shares  of  Common  Stock
which  are issued upon exercise of this Warrant.  It is expressly
understood that this Warrant shall be exercisable under the terms
set forth herein whether or not the Note is prepaid.

10.  This  Warrant  shall not entitle the Holder  to  any  voting
     rights or other rights as a stockholder of the Company.

II.   In  the  event that as a result of reorganization,  merger,
consolidation,   liquidation,  recapitalization,   stock   split,
combination of shares or stock dividends payable with respect  to
such Common Stock, the outstanding shares of Common Stock of  the
Company are at any time increased or decreased or changed into or
exchanged  for  a  different number or kind  of  share  or  other
security   of  the  Company  or  of  another  corporation,   then
appropriate adjustments in the exercise price of this Warrant and
in  the  number and kind of such securities then subject to  this
Warrant shall be made effective as of the date of such occurrence
so  as to fairly preserve the purchase rights represented by this
Warrant.  Such adjustment shall be made successively whenever any
event  listed above shall occur and the Company will  notify  the
Holder of the Warrant of each such adjustment.  Any fraction of a
share  resulting from any adjustment shall be eliminated and  the
price  per share of the remaining shares subject to this  Warrant
adjusted accordingly.

12.   The rights represented by this Warrant may be exercised  at
any  time  prior to expiration of this Warrant by notice  to  the
Company,  provided that within three days thereafter, (i)  Holder
surrenders this Warrant (with the purchase form at the end hereof
properly  executed)  at  the principal executive  office  of  the
Company (or such other office or agency of the Company as it  may
designate  by notice in writing to the Holder at the  address  of
the  Holder  appearing on the books of the Company); (ii)  Holder
pays  to the Company the exercise price for the number of  shares
specified in such notice; and (iii) unless in connection with  an
effective  registration statement which covers the  sale  of  the
shares  underlying the Warrant, Holder delivers to the Company  a
statement by the Holder (in a form acceptable to the Company  and
its  counsel) that such shares are being acquired by  the  Holder
for  investment  and  not with a view to  their  distribution  or
resale.  The certificates for the Common Stock so purchased shall
be  delivered  to  the  Holder  within  a  reasonable  time,  not
exceeding  five  business days after all requisite  documentation
has  been provided, after the rights represented by this  Warrant
shall have been so exercised, and shall bear a restrictive legend
with respect to any applicable securities laws.

13.   This  Warrant  shall  be  governed  by  and  construed   in
accordance with the laws of the State of New York.. The New  York
courts shall have exclusive jurisdiction over this instrument and
the  enforcement thereof.  Service of process shall be  effective
if  by  certified  mail, return receipt requested.   All  notices
shall  be  in  writing, may be given by facsimile, and  shall  be
deemed  given upon receipt by the party to whom addressed.   This
instrument   shall   be  enforceable  by  decrees   of   specific
performances well as other remedies.

 IN  WITNESS  WHEREOF, INTERNATIONAL NURSING SERVICES,  INC.  has
caused  this Warrant to be signed by its duly authorized officers
under  Its  corporate seal, and to be dated as of  the  date  set
forth above.

INTERNATIONAL NURSING SERVICES, INC.

By:  /s/Robin Bradbury