ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “ Agreement ”) is made and entered into effective as of June 16, 2005 (the “ Effective Date ”) by and among NURSES PRN, LLC , a Florida limited liability company (“ Company ”) and NURSES PRN ACQUISITION CORP. , a Nevada corporation (“ Purchaser ”).

WHEREAS, pursuant to that certain Asset Purchase Agreement, dated June 16, 2005, by and among the Purchaser, the Company, Medical Staffing Solutions, Inc. Aftab Adamjee, Robert Murphy and Linda Romano (the “ Purchase Agreement ”), the Purchaser is purchasing certain assets of the Company, in partial consideration for which, the Purchaser will assume certain of the Company’s liabilities, as provided herein, and

WHEREAS, this Agreement is made subject to all of the terms, conditions, and provisions of the Purchase Agreement, including without limitation, the provisions there