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                                                  Exhibit B

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  and
registration  or qualification under applicable state  securities
laws   or  an  opinion  of  counsel  to  the  effect  that   such
registrations or qualifications are not required.

              INTERNATIONAL NURSING SERVICES, INC.

                      WARRANT

                     DATED:



Number of Shares:

Holder:

Address:

_______________________________

THIS  CERTIFIES  THAT  the holder of this Warrant  ("Holder")  is
entitled to purchase from INTERNATIONAL NURSING SERVICES, INC., a
Colorado corporation (hereinafter called the "Company"), at $1.00
per  share the number of shares of the Company's common stock set
forth  above ("Common Stock"). This Warrant shall expire  on  the
third  anniversary of the date of the date of  issuance  of  this
Warrant,  but such expiration shall be extended by  one  day  for
each  day after April 1, 1997 on which the registration statement
referred  to  in  an agreement of even date herewith  is  not  in
effect with respect to the shares purchasable under the Warrant.

     1.    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") and registered  or
qualified under any applicable state securities laws, or  if  the
Company has received from counsel to the Holder who is reasonably
satisfactory to the Company a written opinion which is reasonably
satisfactory  to  the Company 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.

     2.    The  Holder is entitled to certain registration rights
under an agreement of even date herewith.
     
     3.    (A) 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  Holder 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 transferee 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.

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

           5. 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.  The Company further covenants and agrees  that,
during  the  periods within which this Warrant may be  exercised,
the  Company  will at all times have authorized  and  reserved  a
sufficient  number  of shares of Common Stock for  issuance  upon
exercise of this Warrant and all other Warrants.

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

           7.  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 number and kind of such securities
then  subject to this Warrant and/or the exercise price  of  this
Warrant shall be made effective as of the date of such occurrence
so  that  both the position of the Holder upon exercise  and  the
total exercise price payable on such exercise will be the same as
they  would have been had Holder owned immediately prior  to  the
occurrence  of  such  events the Common  Stock  subject  to  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.

     8.  The  rights represented by this Warrant may be exercised
at any time within the period above specified by (i) surrender of
this Warrant 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)  payment  to  the
Company  of the exercise price for the number of Shares specified
in  the  above-mentioned purchase form together  with  applicable
stock transfer taxes, if any; and (iii) unless in connection with
an  effective registration statement which covers the sale of the
shares underlying the Warrant, the delivery to the Company  of  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
three   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.
     
     
           9. This Warrant shall be governed by and construed  in
accordance  with the laws of the State of Colorado. The  Colorado
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 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________________________________


Title:    ____________________________



In the presence of: