TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of March 13, 2006, by and among MEDICAL STAFFING SOLUTIONS, INC., a
Delaware corporation (the "Company"), XXXXX XXXXXXXX, ESQ. (the "Escrow Agent")
and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the
"Investor").
Recitals:
WHEREAS, the Company, the Escrow Agent and the Investor entered into an
Investment Agreement (the "Investment Agreement") and an Escrow Agreement each
dated December 13, 2005 (the "Escrow Agreement").
NOW, THEREFORE, in consideration of the premises and the mutual promises,
conditions and covenants contained herein and in the Escrow Agreement and other
good and valuable consideration, receipt of which is hereby acknowledged, the
parties hereto agree as follows:
1. Termination. Each of the parties to this Agreement hereby terminates
the Escrow Agreement and the respective rights and obligations
contained therein and any rights and obligations with respect to
escrow arrangements provided for in the Investment Agreement. As a
result of this provision, none of the parties shall have any rights
or obligations under or with respect to the Escrow Agreement or the
escrow arrangements (including fees) provided for in the Investment
Agreement.
IN WITNESS WHEREOF, the parties have signed and delivered this Termination
Agreement on the date first set forth above.
MEDICAL STAFFING SOLUTIONS, INC. CORNELL CAPITAL PARTNERS, LP
By:/s/ Xx. X.X. Xxxxx By: Yorkville Advisors, LLC
------------------------------ Its: General Partner
Name: Xx. X.X. Xxxxx
Title: President
By:/s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
ESCROW AGENT
By:/s/ Xxxxx Xxxxxxxx, Esq.
---------------------------------
Name: Xxxxx Xxxxxxxx, Esq.
