5




                                        January 7, 1997

International Nursing Services, Inc.
360 South Garfield Street, Suite 640
Denver Colorado 80209
          
Gentlemen:

     1.    At  a  closing to occur at the offices of your company
(the   "Company")   simultaneously  herewith,   the   undersigned
("Subscriber")   will for $10,000  per  Unit (as  defined  below)
purchase  from you, and you will sell, the number  of  Units  set
forth   opposite  Subscriber's  name  below.  Such  purchase   by
Subscriber  is  part of an offering in which an aggregate  of  70
Units  will  be sold simultaneously with such sale to Subscriber.
Each   Unit  consists  of   one  share  of  the  Company's   1997
Convertible  Preferred Stock with a conversion value  of  $10,000
(the  "Preferred")  and 10,000 warrants to purchase  a  share  of
common stock of the Company at $1.00 per share (each, a "Warrant"
and,  collectively, the "Warrants"). The purchase price for these
Units  is  being  paid  to  the Company,  in  cash,  concurrently
herewith.

2.    (a) The Certificate of Designation for the Preferred  shall
be  in  the form of Exhibit A. The Preferred and any accrued  but
unpaid  dividends thereon shall, at the option of the holder  and
subject to the provisions of Section (b), be convertible  at  any
time  prior  to the third anniversary of the date of  issue  into
common  stock  of the Company ("Common Stock") at the  lesser  of
$1.00 per share or 75% of the average closing sales price of  the
common  stock on NASDAQ (or such other securities exchange  where
the common stock may then be listed) during the last five trading
days prior to conversion. Dividends shall accrue on the Preferred
Stock  at  the rate of  18% per annum during the period (if  any)
after the 90th day after the date of this Agreement and prior  to
the  effectiveness  of  the Registration  Statement  (as  defined
below).  Dividends  shall be payable on  the  last  day  of  each
calendar quarter in cash. At the option of the Subscriber and  in
addition to Subscriber's other remedies, the Company shall redeem
the   Preferred  at  conversion  value,  together  with   accrued
dividends,  on  the  second  anniversary  of  the  date  of  this
Agreement  if the Company's common stock is not then trading on a
national  securities  exchange  (including  the  NASDAQ  National
Market  System  or the NASDAQ Small Cap Market or  the  New  York
Stock Exchange or the American Stock Exchange, but excluding  the
NASDAQ  Bulletin Board or other NASDAQ or other listings)  or  if
the Registration Statement (as defined below) has not theretofore
been declared effective. The Preferred shall also be entitled  to
priority over the common stock in liquidation.
     
     (c) The Warrants shall be in the form of Exhibit B.

3a.  The Company will on or before the 90th day after the date of
this  Agreement file a registration statement on Form S-3 or,  if
Form  S-3  is  not then available, on such other SEC  formas  the
Company may select (the "Registration Statement") for the  public
sale  by the holders of the shares of common stock of the Company
which  are  issuable  on  conversion of  the  Preferred  or  upon
exercise  of  the  Warrants  (including  any  shares  which  were
theretofore  issued  or  which  may  thereafter  be   issued   on
conversion  of  Preferred  or exercise  of  Warrants  which  were
theretofore  issued  upon exercise of the Option  or  which   may
thereafter  be issued should Subscriber thereafter  exercise  the
Option).  The  Company shall use its best efforts  to  cause  the
Registration Statement to become effective not later than 90 days
after  the  date of this Agreement,  and to remain effective  for
three  years. The registration shall be accompanied by  blue  sky
clearances in such states as the holders may reasonably  request.
The Company shall pay all expenses of the registration hereunder,
other  than  the  holders'  underwriting discounts.  Registration
rights  may  be  assigned  to assignees  of  the  Preferred,  the
Warrants or the underlying stock.

4.   (A) Subscriber represents and warrants that it is purchasing
the  Units,  and  will   purchase any Option  Units,  solely  for
investment solely for its own account and not with a view  to  or
for  the  resale or distribution thereof. Subscriber acknowledges
receipt of a description attached hereto as Exhibit C of  certain
risk  factors  contained in a prospectus dated October  10,  1996
concerning the Company and the Units, and copies of the following
information filed with the United States Securities and  Exchange
Commission: (i) Annual Report on Form 10-KSB for the fiscal  year
of the Company ended December 31, 1995, (ii) Quarterly Reports on
Form  10-QSB for the quarterly period ended March 31, 1996,  June
30, 1996 and September 30, 1996, (iii) Current  Reports on Form 8-
K  dated November 28, 1995, December 28, 1995, January 10,  1996,
January  15,  1996, April 17, 1996, April 19, 1996 and  July  17,
1996,   and (v) Current Report on Form 8-K/A filed September  17,
1996.

     (B)  Subscriber  understands that it may sell  or  otherwise
transfer the Units, the Preferred, the Warrants or the shares  of
Common  Stock issuable on conversion or exercise of the Preferred
or the Warrants only if such transaction is duly registered under
the  Securities  Act of 1933, as amended, under the  Registration
Statement or otherwise, and is duly registered or qualified under
any applicable state securities laws, or if Subscriber shall have
received  the  favorable opinion of counsel to the holder,  which
counsel  and opinion shall be reasonably satisfactory to  counsel
to  the  Company, to the effect that such sale or other  transfer
may  be  made in the absence of registration under the Securities
Act  of  1933, as amended, and in the absence of registration  or
qualification  under  applicable  state  securities   laws.   The
certificates  representing  the  aforesaid  securities  will   be
legended   to  reflect  these  restrictions,  and  stop  transfer
instructions will apply. Subscriber realizes that the  Units  are
not a liquid investment.

5.    (A)  Subscriber  has  not  relied  upon  the  advice  of  a
"Purchaser  Representative" (as defined in Regulation  D  of  the
Securities  Act)  in  evaluating the risks  and  merits  of  this
investment.  Subscriber  has  the  knowledge  and  experience  to
evaluate the Company and the risks and merits relating thereto.

     (B) Subscriber represents and warrants that Subscriber is an
"accredited  investor" as such term is defined  in  Rule  501  of
Regulation D promulgated pursuant to the Securities Act of  1933,
as  amended, and shall be such on the date any shares are  issued
to the holder; Subscriber acknowledges that Subscriber is able to
bear  the  economic risk of losing Subscriber's entire investment
in  the  shares and understands that an investment in the Company
involves   substantial  risks;  Subscriber  has  the  power   and
authority  to  enter into this agreement, and the  execution  and
delivery  of,  and  performance under this  agreement  shall  not
conflict   with  any  rule,  regulation,  judgment  or  agreement
applicable  to  the Subscriber; and Subscriber  has  invested  in
previous transactions involving restricted securities.
     
6.    This  Agreement may not be changed or terminated except  by
written  agreement.  It shall be binding on the  parties  and  on
their  personal  representatives and permitted assigns.  It  sets
forth  all agreements of the parties. It shall be enforceable  by
decrees  of specific performance (without posting bond  or  other
security) as well as by other available remedies.
     
     
     
Subscriber:                            INTERNATIONAL      NURSING
SERVICES, INC.

_________________________
By:_____________________________

Title:
Number of Units: _____________