EXHIBIT 10.3

                          REGISTRATION RIGHTS AGREEMENT

                                  COMMON STOCK
                                       OF
                              ATC HEALTHCARE, INC.

         This  REGISTRATION  RIGHTS  AGREEMENT (this  "AGREEMENT") is made as of
March 5, 2007 by and among (i) ATC Healthcare, Inc., a Delaware corporation (the
"COMPANY")  and  (ii)  the   signatories   hereto  (each,   an  "INVESTOR"  and,
collectively,  the "INVESTORS") which Investors have entered into as of the date
hereof a Common Stock and Warrant Purchase Agreement (the "PURCHASE  AGREEMENT")
with respect to the purchase of the Company's Class A Common Stock (the "STOCK")
and  accompanying  Warrants to purchase  shares of Stock (the  "WARRANTS"),  and
(iii) each person or entity that subsequently  becomes a party to this Agreement
pursuant  to,  and in  accordance  with,  the  provisions  of  Section 11 hereof
(collectively,  the "INVESTOR  PERMITTED  TRANSFEREES" and each  individually an
"INVESTOR PERMITTED TRANSFEREE").  Capitalized terms used herein but not defined
herein shall have the meanings given to such  capitalized  terms in the Purchase
Agreement.

         WHEREAS, the Company has agreed to issue and sell to the Investors, and
the Investors have agreed to purchase,  Stock and Warrants from the Company, all
upon the terms and conditions set forth in the Purchase Agreement; and

         WHEREAS,  in connection with the execution and delivery of the Purchase
Agreement,  the  Company has agreed  with the  Investors  to provide it with the
rights set forth in this Agreement.

                  NOW,  THEREFORE,  in  consideration of the premises and mutual
covenants contained herein, the parties hereto hereby agree as follows:

         1.  DEFINITIONS.  The following terms shall have the meanings  provided
therefor below:

                  "EFFECTIVE   DATE"   means   the  date   that  the   Mandatory
Registration Statement is declared effective by the SEC.

                  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended, and all of the rules and regulations promulgated thereunder.

                  "INVESTORS"  shall mean,  collectively,  the Investors and the
Investor Permitted Transferees; PROVIDED, HOWEVER, that the term Investors shall
not include signatories hereto or any Investor Permitted  Transferee that ceases
to own or hold any Registrable Shares.

                  "MAJORITY  HOLDERS"  shall  mean,  at  the  relevant  time  of
reference  thereto,  those Investors holding and/or having the right to acquire,
as the case may be, more than fifty percent (50%) of the Registrable Shares held
by all of the Investors.


<PAGE>

                   "QUALIFYING  HOLDER" shall have the meaning  ascribed thereto
in Section 11 hereof.

                  "REGISTRABLE  SHARES"  shall  mean  (i) the  shares  of  Stock
purchased  pursuant  to the  Purchase  Agreement  and (ii) the  shares  of Stock
purchasable  upon the exercise of Warrants;  PROVIDED,  HOWEVER,  that such term
shall not  include  any of such  shares  of Stock  that  become  or have  become
eligible for resale pursuant to Rule 144(k).

                  "RULE  144"  shall  mean  Rule  144   promulgated   under  the
Securities Act and any successor or substitute rule, law or provision.

                  "RULE  415"  means  Rule  415  promulgated  by the  Commission
pursuant to the Securities Act, as such Rule may be amended or interpreted  from
time to  time,  or any  similar  rule or  regulation  hereafter  adopted  by the
Commission having substantially the same purpose and effect as such Rule.

                  "RULE  424"  means  Rule  424  promulgated  by the  Commission
pursuant to the Securities Act, as such Rule may be amended or interpreted  from
time to  time,  or any  similar  rule or  regulation  hereafter  adopted  by the
Commission having substantially the same purpose and effect as such Rule.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "SECURITIES  ACT" shall mean the  Securities  Act of 1933,  as
amended, and all of the rules and regulations promulgated thereunder.

         2.  EFFECTIVENESS.  The Company  shall be required to use  commercially
reasonable efforts to keep the Mandatory  Registration  Statement (as defined in
Section 3(a)) continuously  effective until such date that is the earlier of (i)
the date when all of the Registrable  Shares  registered  thereunder  shall have
been sold, (ii) the date when the Registrable Shares become Rule 144(k) eligible
or (iii) the third (3rd) anniversary of the date that the Mandatory Registration
Statement is first declared effective.

         3.  MANDATORY REGISTRATION; PIGGYBACK REGISTRATION.

                  (a)  Within  forty-five  (45) days of the  Closing  Date,  the
Company will prepare and file with the SEC a registration  statement on Form S-3
or its equivalent for the purpose of registering under the Securities Act all of
the  Registrable  Shares for resale by, and for the account of, the Investors as
selling  stockholders  thereunder (the "MANDATORY  REGISTRATION  STATEMENT") and
shall use its best  efforts to cause the  Registration  Statement to be declared
effective within 90 calendar days after the Closing Date, or within 120 calendar
days after the  Closing  Date in the event that the  Registration  Statement  is
reviewed by the SEC (such dates, as applicable,  the "EFFECTIVENESS  DATE"). The
Mandatory  Registration  Statement shall permit the Investors to offer and sell,
on a delayed or continuous  basis pursuant to Rule 415 under the Securities Act,
any or all of  the  Registrable  Shares  and  shall  contain  (unless  otherwise
directed by at least an 85% majority in interest of the Investors) substantially
the "PLAN OF  DISTRIBUTION"  attached hereto as EXHIBIT B. The Company agrees to
use best  efforts  to cause  the  Mandatory  Registration  Statement  to  become
effective as soon as  practicable.  The Mandatory  Registration  Statement shall
only relate to resales of (1) Stock  purchased by the Investors  pursuant to the
Purchase  Agreement or pursuant to Warrants issued under the Purchase  Agreement
(2) 2,000,000  shares of Stock  purchased by Roaring Fork Capital SBIC,  L.P. in
January 2007 and a related Warrant to purchase up to 1,000,000  shares of Common
Stock and (2) Bathgate  Capital with respect to the Warrant to purchase Stock of
the Company it has received or receives as  placement  agent for the offering to
the Investors amd the offering to Roaring Fork Capital SBIC,  L.P..  The Company
shall  telephonically   request  effectiveness  of  the  Mandatory  Registration
Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall
immediately  notify the Holders via facsimile or by e-mail  delivery of a ".pdf"
format data file of the effectiveness of the Mandatory Registration Statement on
the same Trading Day that the Company telephonically confirms effectiveness with
the  Commission,  which shall be the date  requested  for  effectiveness  of the
Mandatory Registration Statement.  The Company shall, by 9:30 a.m. New York City
time on the second Business Day immediately  following the  Effectiveness  Date,
file a final prospectus with the SEC as required by Rule 424.

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<PAGE>

                  (b) The offer and sale of the  Registrable  Shares pursuant to
the Mandatory Registration Statement shall not be underwritten.

                  (c) In the  event  that a  Registration  Default  (as  defined
herein) occurs,  the Company shall pay, as partial liquidated damages and not as
a penalty,  an amount in cash to each Investor  equal to one percent (1%) of the
Purchase Price under the Purchase Agreement (the "MONTHLY DELAY DAMAGES AMOUNT")
paid by such Investor for each month (or part thereof,  prorated daily) that the
Registration  Default continues and until it is cured. The Monthly Delay Damages
Amount shall be paid by the Company  within ten (10) business days after the end
of each month that the Registration Default continues.

                  (d) Each of the  following  shall be  deemed to be a breach of
the Company's obligations hereunder (each, a "REGISTRATION DEFAULT"):

                           (i) The failure of the Company to file the  Mandatory
Registration  Statement with the SEC within  forty-five  (45) days following the
Closing Date;

                           (ii) the  failure of the Company to file with the SEC
a  request  for  acceleration  within  five  business  days of the date that the
Company  is  notified  by the SEC that the  Registration  Statement  will not be
"reviewed" or will not be subject to further review;

                           (iii) the  Mandatory  Registration  Statement  is not
declared  effective  by the SEC within  ninety (90 days) (or,  in the event of a
review by the SEC, one hundred twenty (120) days) after the Closing Date; or

                           (iv) the  failure  of the  Company  to file the final
prospectus  pursuant  to Rule 424 or to  notify  each  Investor,  each  within 3
Business Days of effectiveness of the Mandatory Registration Statement.

                           (v) If on any day after the Effectiveness Date, sales
of all of the  Registrable  Shares  cannot  be made  (A)  other  than  during  a
Suspension  Period (as  defined  in Section  10) or (B) for more than sixty (60)
days in any period of 365 consecutive days for any reason.


                                       3
<PAGE>

                  (e) If any  payments  under  Section  3(c)  are not  made in a
timely  manner,  the  amounts  due shall  bear  interest  at the rate of one and
one-half  percent (1.5%) per month  (prorated for partial  months) until paid in
full.

                  (f) If (but without any obligation to do so) at any time prior
to the earlier to occur of (i) the  expiration or termination of the Warrants or
(ii) the date that sales of the Stock  issued in  connection  with the  Purchase
Agreement can be made under Rule 144(k), the Company proposes to register any of
its  securities  under the Act in  connection  with the public  offering of such
securities  solely for cash (other than a registration  on Form S-4, Form S-8 or
any form which does not include  substantially  the same information as would be
required to be included in a  registration  statement  covering  the sale of the
Registrable  Shares and a  registration  statement  relating to a PIPE  (private
investment public equity) or similar transaction),  the Company shall, each such
time, promptly give each Investor written notice of such registration.  Upon the
written  request of an Investor  given within  twenty (20) days after receipt of
such written notice from the Company,  the Company shall cause to be included in
the registration  statement all of the Registrable Shares that such Investor has
requested to be  registered (a "PIGGYBACK  REGISTRATION  STATEMENT");  PROVIDED,
HOWEVER,  that if the managing  underwriter of any underwritten  offering by the
Company expresses reasonable written objection to the registration of all of the
Registrable  Shares,  then the  Registrable  Shares which shall be registered in
such offering on behalf of holders of Registrable Shares shall be reduced in the
proportion  equal to the average  proportion  of  reduction  as that of all such
holders seeking  registration  in connection with such offering,  subject to any
rights  granted to other holders of securities of the Company that are expressly
by the terms of their  agreements  with the Company  entitled  to have  priority
registration  rights.  If,  at any  time  after  giving  written  notice  of its
intention to register  any such  Registrable  Shares and prior to the  effective
date of the  Piggyback  Registration  Statement  filed in  connection  with such
registration,  the Company shall  determine for any reason not to register or to
delay registration of such Registrable Shares, the Company may, at its election,
give written notice of such  determination to each Investor and,  thereupon,  in
the case of a determination  not to register,  the Company need not register any
Registrable Shares in connection with such registration.

                  (g) Neither the Company nor any of its security holders (other
than the  Investors in such capacity  pursuant  hereto and Bathgate) may include
securities of the Company in the Mandatory Registration Statement other than the
Registrable  Securities.  The  Company  shall  not file any  other  registration
statements  until all  Registrable  Securities  are  registered  pursuant to the
Mandatory Registration Statement that is declared effective by the SEC, provided
that this Section 3(g) shall not prohibit the Company from filing  amendments to
registration statements filed prior to the date of this Agreement.

         4.  OBLIGATIONS  OF THE  COMPANY.  In  connection  with  the  Company's
obligation under Section 3 hereof to file a Mandatory  Registration Statement or
Piggyback  Registration  Statement with the SEC  (collectively,  a "REGISTRATION
STATEMENT") and to use its best efforts to cause the  Registration  Statement to
become effective as soon as practicable,  the Company shall, as expeditiously as
reasonably possible:

                  (a) Not less than 5 Trading  Days  prior to the  filing of the
Mandatory  Registration Statement and not less than one Trading Day prior to the
filing  of  any  related  prospectus  or any  amendment  or  supplement  thereto
(including any document that would be  incorporated or deemed to be incorporated
therein by reference),  the Company shall (i) furnish to each Investor copies of
all such  documents  proposed  to be filed,  which  documents  (other than those
incorporated  or deemed to be  incorporated by reference) will be subject to the
review of such Investors and (ii) cause its officers and directors,  counsel and
independent  certified public  accountants to respond to such inquiries as shall
be necessary,  in the reasonable opinion of respective counsel to each Investor,
to conduct a reasonable  investigation within the meaning of the Securities Act.
The  Company  shall  not file a  Mandatory  Registration  Statement  or any such
prospectus  or any  amendments  or  supplements  thereto to which the  Investors
owning a majority of the  Registrable  Shares  shall  reasonably  object in good
faith,  provided  that the Company is notified of such  objection  in writing no
later than 5 Business Days after the Investors have been so furnished  copies of
a  Registration  Statement  or 1 Business Day after the  Investors  have been so
furnished copies of any related prospectus or amendments or supplements thereto.

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<PAGE>

                  (b)  Prepare  and  file  with  the  SEC  such  amendments  and
supplements to the Registration  Statement and the prospectus used in connection
therewith as may be necessary to comply with the  provisions  of the  Securities
Act with respect to the  disposition  of all  Registrable  Shares covered by the
Registration Statement;

                  (c) Furnish or otherwise  make available to the Investors such
number  of  copies of a  prospectus,  including  a  preliminary  prospectus,  in
conformity with the requirements of the Securities Act, and such other documents
(including,  without  limitation,  prospectus  amendments and supplements as are
prepared by the Company in  accordance  with Section  4(a)) as the Investors may
reasonably  request in order to facilitate the  disposition  of such  Investors'
Registrable Shares;

                  (d)  Notify  the  Investors,  at any  time  when a  prospectus
relating to the  Registration  Statement is required to be  delivered  under the
Securities  Act,  of the  happening  of any  event  as a  result  of  which  the
prospectus  included in or relating to the  Registration  Statement  contains an
untrue  statement  of a material  fact or omits any fact  necessary  to make the
statements therein not misleading;  and,  thereafter,  the Company will promptly
prepare  (and,  when  completed,  give notice to each  Investor) a supplement or
amendment to such prospectus so that, as thereafter  delivered to the purchasers
of such Registrable Shares, such prospectus will not contain an untrue statement
of a material  fact or omit to state any fact  necessary to make the  statements
therein not misleading, provided that upon such notification by the Company, the
Investors  will not  offer or sell  Registrable  Shares  until the  Company  has
notified the  Investors  that it has prepared a supplement  or amendment to such
prospectus and delivered  copies of such  supplement or amendment to the selling
Investors  (it being  understood  and agreed by the Company  that the  foregoing
proviso shall in no way diminish or otherwise impair the Company's obligation to
promptly  prepare a  prospectus  amendment  or  supplement  as  provided in this
Section  4(c) and  deliver  copies of same as above  provided  in  Section  4(b)
hereof); and

                  (e)  Use  commercially  reasonable  efforts  to  register  and
qualify the Registrable Shares covered by the Registration  Statement under such
other  securities or Blue Sky laws of such  jurisdictions as shall be reasonably
appropriate  in the opinion of the Company,  provided that the Company shall not
be required in connection  therewith or as a condition  thereto to qualify to do
business  or to file a general  consent to service of process in any such states
or jurisdictions,  and provided further that  (notwithstanding  anything in this
Agreement  to the  contrary  with  respect to the  bearing of  expenses)  if any
jurisdiction  in which any of such  Registrable  Shares shall be qualified shall
require that expenses incurred in connection with the  qualification  therein of
any such Registrable Shares be borne by the selling Investors,  then the selling
Investors shall, to the extent required by such jurisdiction, pay their pro rata
share of such qualification expenses.

                                       5
<PAGE>

                  (f) The Company shall file additional  registration statements
or  amendments to register any  additional  shares of Stock that may be issuable
upon exercise of Warrants as a result of any change in the exercise price of any
Warrant.

                  (g) The Company shall use its best efforts to cause all of the
Registrable  Shares  covered  by a  Registration  Statement  to be listed on the
American Stock Exchange or each securities  exchange on which  securities of the
same class or series  issued by the  Company  are then  listed,  if any,  if the
listing of such  Registrable  Shares is then  permitted  under the rules of such
exchange.  The  Company  shall  pay all fees and  expenses  in  connection  with
satisfying its obligation under this Section 3(k).

                  (h) The Company  shall  cooperate  with the Investors who hold
Registrable Shares being offered and, to the extent  applicable,  facilitate the
timely  preparation  and delivery of  certificates  (not bearing any restrictive
legend)  representing  the  Registrable  Shares  to  be  offered  pursuant  to a
Registration  Statement and enable such certificates to be in such denominations
or amounts,  as the case may be, as the  Investors  may  reasonably  request and
registered in such names as the Investors may request.

                  (i) The  Company  shall  effect a filing  with  respect to the
public offering contemplated by each Registration Statement (an "ISSUER FILING")
with the National  Association of Securities  Dealers,  Inc. ("NASD")  Corporate
Financing Department pursuant to NASD Rule 2710(b) within one Trading Day of the
date that the Registration  Statement is first filed with the Commission and pay
the  filing  fee  required  by  such  Issuer  Filing.   The  Company  shall  use
commercially  reasonable  efforts  to pursue the  Issuer  Filing  until the NASD
issues a letter  confirming that it does not object to the terms of the offering
contemplated  by  the  Registration  Statement  as  described  in  the  Plan  of
Distribution  attached  hereto as ANNEX B. A copy of the  Issuer  Filing and all
related  correspondence  to or from  the  NASD  with  respect  thereto  shall be
provided to FWS.

         5. FURNISH INFORMATION.  Each Investor agrees to furnish to the Company
a completed questionnaire in the form attached to this Agreement as EXHIBIT C (a
"SELLING  SHAREHOLDER  QUESTIONNAIRE")  not less than two Business Days prior to
the filing date of the Mandatory  Registration Statement as set forth in Section
3(a) or by the end of the fourth  Business Day  following the date on which such
Investor receives draft materials in accordance with this Section 4(a).

         6. EXPENSES OF REGISTRATION.  All expenses  incurred in connection with
the registration of the Registrable Shares pursuant to this Agreement (excluding
underwriting, brokerage and other selling commissions and discounts), including,
without  limitation,   all  registration  and  qualification  and  filing  fees,
printing,  and fees and  disbursements  of counsel and auditors for the Company,
shall be borne by the Company.

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         7. [RESERVED].

         8. INDEMNIFICATION.

                  (j)  Notwithstanding  any termination of this  Agreement,  the
Company will indemnify and hold harmless each Investor,  any investment  banking
firm acting as an underwriter  for the Investors,  any  broker/dealer  acting on
behalf of any  Investors  and each officer and director of such  Investor,  such
underwriter,  such  broker/dealer  and each person,  if any,  who controls  such
Investor, such underwriter or broker/dealer within the meaning of the Securities
Act, to the  fullest  extent  permitted  by law,  against  any  losses,  claims,
damages, judgments, fines, penalties, charges, or liabilities, joint or several,
costs, reasonable attorneys' fees, amounts paid in settlement or expenses, joint
or several  (collectively,  "CLAIMS") to which they may become subject under the
Securities  Act or  otherwise,  insofar as such Claims arise out of or are based
upon any untrue or alleged  untrue  statement of any material fact  contained in
the Registration  Statement,  in any preliminary  prospectus or final prospectus
relating  thereto  or in any  amendments  or  supplements  to  the  Registration
Statement or any such preliminary  prospectus or final prospectus,  or arise out
of or are  based  upon the  omission  or  alleged  omission  to state  therein a
material fact required to be stated therein, or necessary to make the statements
therein not  misleading;  and will reimburse such  Investor,  such  underwriter,
broker/dealer or such officer,  director or controlling  person for any legal or
other expenses  reasonably  incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided,  however,
that the indemnity  agreement  contained in this Section 8(a) shall not apply to
amounts paid in  settlement  of any such Claim,  if such  settlement is effected
without the  consent of the Company  (which  consent  shall not be  unreasonably
withheld),  nor shall the  Company be liable in any such case for any such Claim
to the  extent  that it arises out of or is based  upon an untrue  statement  or
alleged untrue  statement or omission made in connection  with the  Registration
Statement,  any preliminary  prospectus or final prospectus  relating thereto or
any  amendments  or  supplements  to the  Registration  Statement  or  any  such
preliminary  prospectus or final prospectus,  in reliance upon and in conformity
with  written   information   furnished   specifically   for  inclusion  in  the
Registration Statement or any such preliminary prospectus or final prospectus by
the Investors,  any underwriter  for them or controlling  person with respect to
them.  The Company shall  reimburse  the  indemnified  persons  promptly as such
expenses  are  incurred  and are due and  payable,  for any legal  fees or other
reasonable  expenses  incurred  by  them in  connection  with  investigating  or
defending any such Claim.

                  (k)  Notwithstanding  any termination of this Agreement,  each
Investor,  severally  and not  jointly,  will  indemnify  and hold  harmless the
Company,  each of its  directors,  each of its  officers  who  have  signed  the
Registration Statement, and each person, if any, who controls the Company within
the meaning of the  Securities  Act,  against any Claims to which the Company or
any such director,  officer,  or controlling person may become subject to, under
the  Securities  Act or  otherwise,  insofar as such Claims  arise out of or are
based upon any untrue or alleged untrue statement of any material fact contained
in the Registration Statement or any preliminary prospectus or final prospectus,
relating  thereto  or in any  amendments  or  supplements  to  the  Registration
Statement or any such preliminary  prospectus or final prospectus,  or arise out
of or are  based  upon the  omission  or  alleged  omission  to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading,  in each case to the extent and only to the extent that
such  untrue  statement  or alleged  untrue  statement  or  omission  or alleged
omission was made in the Registration  Statement,  in any preliminary prospectus
or final prospectus  relating thereto or in any amendments or supplements to the
Registration  Statement or any such preliminary  prospectus or final prospectus,
in reliance upon and in  conformity  with written  information  furnished by the
Investor  specifically  for  inclusion  in the  Registration  Statement,  or any
preliminary prospectus or final prospectus; and such Investor will reimburse any
legal or other expenses reasonably incurred by the Company or any such director,
officer, or controlling person in connection with investigating or defending any
such Claim,  provided,  however,  that the liability of each Investor  hereunder
shall be limited to the proceeds (net of underwriting discounts and commissions,
if any) received by such Investor from the sale of Registrable Shares covered by
the Registration Statement, and provided,  further,  however, that the indemnity
agreement  contained  in this  Section  8(b) shall not apply to amounts  paid in
settlement  of any  such  loss,  claim,  damage,  liability  or  action  if such
settlement is effected  without the consent of those  Investor(s)  against which
the request for indemnity is being made (which consent shall not be unreasonably
withheld).

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                  (l) Promptly after receipt by an indemnified  party under this
Section 8 of notice of the commencement of any action,  such  indemnified  party
will, if a claim in respect thereof is to be made against any indemnifying party
under  this  Section  8,  notify  the  indemnifying  party  in  writing  of  the
commencement  thereof  and the  indemnifying  party  shall  have  the  right  to
participate in and, to the extent the indemnifying  party desires,  jointly with
any other  indemnifying  party similarly  noticed,  to assume at its expense the
defense thereof with counsel mutually  satisfactory to the indemnifying  parties
with the consent of the indemnified party which consent will not be unreasonably
withheld,  conditioned  or  delayed.  In the event that the  indemnifying  party
assumes any such defense,  the indemnified party may participate in such defense
with its own counsel and at its own expense, provided, however, that the counsel
for the indemnifying  party shall act as lead counsel in all matters  pertaining
to such defense or  settlement  of such claim and the  indemnifying  party shall
only pay for such indemnified  party's expenses for the period prior to the date
of the indemnifying party's participation in such defense. The failure to notify
an  indemnifying  party  promptly of the  commencement  of any such  action,  if
prejudicial   to  his  ability  to  defend  such  action,   shall  relieve  such
indemnifying  party of any liability to the indemnified party under this Section
8, but the omission so to notify the indemnifying  party will not relieve him of
any liability  which he may have to any  indemnified  party otherwise other than
under this Section 8.

                  (m)  Notwithstanding  anything  to the  contrary  herein,  the
indemnifying party shall not be entitled to settle any claim, suit or proceeding
unless in connection  with such  settlement  the  indemnified  party receives an
unconditional  release with respect to the subject matter of such claim, suit or
proceeding  and such  settlement  does not contain any admission of fault by the
indemnified party.

         9. REPORTS UNDER THE EXCHANGE  ACT. With a view to making  available to
the  Investors  the benefits of Rule 144 and any other rule or regulation of the
SEC that may at any time permit the Investors to sell the Registrable  Shares to
the  public  without  registration,  the  Company  agrees  to  use  commercially
reasonable efforts: (i) to make and keep public information available,  as those
terms are understood and defined in (a) the General Instructions to Form S-3, or
any successor or substitute  form and (b) Rule 144, (ii) to file with the SEC in
a timely  manner all  reports  and other  documents  required  to be filed by an
issuer of securities  registered  under the  Securities Act or the Exchange Act,
(iii) as long as any Investor owns any Stock, Warrants or Registrable Shares, to
furnish in  writing  upon such  Investor's  request a written  statement  by the
Company that it has complied with the reporting  requirements of Rule 144 and of
the  Securities Act and the Exchange Act, and to furnish to such Investor a copy
of the most recent  annual or quarterly  report of the  Company,  and such other
reports and documents so filed by the Company as may be reasonably  requested in
availing  such  Investor of any rule or  regulation  of the SEC  permitting  the
selling of any Registrable  Shares without  registration  and (iv) undertake any
additional  actions  reasonably  necessary to maintain the  availability  of the
Registration Statement or the use of Rule 144.

                                       8
<PAGE>

         10. DEFERRAL AND LOCK-UP. Notwithstanding anything in this Agreement to
the  contrary,  if  the  Company  shall  furnish  to  the  selling  Investors  a
certificate  signed by the President or Chief  Executive  Officer of the Company
stating  that the Board of  Directors  of the  Company  has made the good faith,
reasonable  determination that (i) continued use by the selling Investors of the
Registration  Statement for purposes of effecting offers or sales of Registrable
Shares  pursuant  thereto would  require,  under the Securities  Act,  premature
disclosure in the Registration Statement (or the prospectus relating thereto) of
material,   nonpublic  information  concerning  the  Company,  its  business  or
prospects or any proposed material transaction  involving the Company, (ii) such
premature disclosure would be materially adverse to the Company, its business or
prospects or any such proposed material transaction or would make the successful
consummation by the Company of any such material transaction  significantly less
likely and (iii) it is therefore  advisable to suspend the use by the  Investors
of such  Registration  Statement  (and  the  prospectus  relating  thereto)  for
purposes of effecting  offers or sales of Registrable  Shares pursuant  thereto,
then the right of the selling  Investors to use the Registration  Statement (and
the prospectus  relating  thereto) for purposes of effecting  offers or sales of
Registrable  Shares  pursuant  thereto  shall be  suspended  for a  period  (the
"SUSPENSION  PERIOD") after delivery by the Company of the certificate  referred
to above in this Section 10,  provided  that no  Suspension  Period shall exceed
thirty (30)  consecutive or sixty (60)  non-consecutive  days during any 365 day
period;  provided,  further,  that  this  Section  10  shall be  subject  to the
Company's obligation to pay liquidated damages as set forth in Section 3. During
the Suspension Period, none of the Investors shall offer or sell any Registrable
Shares  pursuant  to or in  reliance  upon the  Registration  Statement  (or the
prospectus  relating  thereto).  The Company shall use  commercially  reasonable
efforts to cause the  termination of the Suspension  Period to occur as promptly
as practicable.

         11.      TRANSFER OF REGISTRATION RIGHTS.

                  (a) None of the rights of any  Investor  under this  Agreement
shall be  transferred  or  assigned  to any person  unless (i) such  person is a
Qualifying  Holder (as defined  below),  and (ii) such person agrees to become a
party to, and bound by, all of the terms and  conditions  of, this  Agreement by
duly  executing and  delivering to the Company an Instrument of Adherence in the
form  attached as EXHIBIT A hereto.  For  purposes of this  Section 11, the term
"QUALIFYING  HOLDER"  shall  mean,  with  respect  to any  Investor,  any direct
transferee  from such Investor of those  Registrable  Shares held or that may be
acquired  by such  Investor.  None of the  rights  of any  Investor  under  this
Agreement  shall be  transferred or assigned to any Person  (including,  without
limitation,  a Qualifying Holder) that acquires  Registrable Shares in the event
that and to the extent that such  Person is eligible to resell such  Registrable
Shares  pursuant  to Rule  144(k) of the  Securities  Act (or any  successor  or
substitute rule) or may otherwise resell such Registrable  Shares pursuant to an
exemption from the registration provisions of the Securities Act.

                                       9
<PAGE>

                  (b) Notwithstanding anything to the contrary contained in this
Section 11, to the extent the Company  previously has registered the Registrable
Shares pursuant to a Registration Statement which has been declared effective by
the SEC and, thereafter, an Investor assigns its Registrable Shares to any other
person, the assignee shall have the right to cause the Registration Statement to
be amended or the prospectus related thereto to be supplemented,  in either case
to name such assignee as a selling  stockholder,  provided that (i) the use of a
post-effective  amendment  or a  supplement  to the  prospectus  is permitted by
applicable law for such purpose, and (ii) all costs and expenses to the Company,
including,  without limitation,  legal and accounting  expenses,  incurred to so
amend such Registration  Statement or supplement the prospectus shall be paid by
the assignee  requesting  such  amendment  (or shared on a PRO RATA basis to the
extent more than one assignee requests such amendment).

         12.  ENTIRE  AGREEMENT.  This  Agreement  constitutes  and contains the
entire  agreement and  understanding  of the parties with respect to the subject
matter  hereof,  and  it  also  supersedes  any  and  all  prior   negotiations,
correspondence,  agreements or understandings with respect to the subject matter
hereof.

         13.  INDEPENDENT  NATURE  OF  HOLDERS'   OBLIGATIONS  AND  RIGHTS.  The
obligations  of each  Investor  hereunder  are  several  and not joint  with the
obligations  of  any  other  Investor  hereunder,   and  no  Investor  shall  be
responsible  in any way for the  performance  of the  obligations  of any  other
Investor  hereunder.  Nothing  contained  herein  or in any other  agreement  or
document delivered at any closing,  and no action taken by any Investor pursuant
hereto or thereto, shall be deemed to constitute the Investors as a partnership,
an  association,  a joint  venture  or any  other  kind of  entity,  or create a
presumption  that the Investors are in any way acting in concert with respect to
such  obligations  or the  transactions  contemplated  by this  Agreement.  Each
Investor shall be entitled to protect and enforce its rights,  including without
limitation  the  rights  arising  out of this  Agreement,  and it  shall  not be
necessary  for any other  Investor  to be joined as an  additional  party in any
proceeding for such purpose.

         14.      MISCELLANEOUS.

                  (n) This Agreement may not be amended, modified or terminated,
and no rights or provisions  may be waived,  except with the written  consent of
the  Majority  Holders  and the  Company.  The Company may not assign any of its
rights or obligations  arising under this Agreement  without the written consent
of the Majority Holders, except to the extent that such assignment is the result
of a merger or consolidation of the Company.

                  (o) This  Agreement  shall be  governed by and  construed  and
enforced  in  accordance  with the laws of the State of New  York,  and shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, personal representatives,  successors or assigns, provided that the terms
and conditions of Section 11 hereof are satisfied.  This Agreement shall also be
binding  upon and inure to the  benefit of any  transferee  of any of the Stock,
Warrants or the  Registrable  Shares  provided that the terms and  conditions of
Section 11 hereof are satisfied.  Notwithstanding  anything in this Agreement to
the contrary, if at any time any Investor shall cease to own any Stock, Warrants
or Registrable  Shares, all of such Investor's rights under this Agreement shall
immediately  terminate.  EACH PARTY HEREBY  IRREVOCABLY  WAIVES ANY RIGHT IT MAY
HAVE,  AND  AGREES NOT TO  REQUEST,  A JURY  TRIAL FOR THE  ADJUDICATION  OF ANY
DISPUTE HEREUNDER OR IN CONNECTION  HEREWITH OR ARISING OUT OF THIS AGREEMENT OR
ANY TRANSACTION CONTEMPLATED HEREBY.

                                       10
<PAGE>

                  (p)  (i)  Any   notices,   reports  or  other   correspondence
(hereinafter collectively referred to as "CORRESPONDENCE") required or permitted
to be  given  hereunder  shall be sent by  courier  (overnight  or same  day) or
telecopy  or  delivered  by hand to the  party to whom  such  Correspondence  is
required or permitted to be given hereunder. The date of giving any notice shall
be the date of its actual receipt.

                           (i)  All  Correspondence  to  the  Company  shall  be
addressed in the manner set forth in the Purchase Agreement.

                           (ii) All Correspondence to any Investor shall be sent
to such Purchaser at the address set forth in the Purchase Agreement.

                  (q) Any entity may change the address to which  Correspondence
to it is to be addressed by notification as provided for herein.

                  (r) The parties acknowledge and agree that in the event of any
breach of this  Agreement,  remedies at law may be  inadequate,  and each of the
parties hereto shall be entitled to seek specific performance of the obligations
of the other parties  hereto and such  appropriate  injunctive  relief as may be
granted by a court of competent jurisdiction.

                  (s)  This   Agreement   may  be   executed   in  a  number  of
counterparts,  all of which  together  shall  for all  purposes  constitute  one
Agreement,  binding  on all the  parties  hereto  notwithstanding  that all such
parties have not signed the same counterpart.



             [INTENTIONALLY LEFT BLANK - NEXT PAGE IS SIGNATURE PAGE


                                       11
<PAGE>







         IN WITNESS WHEREOF,  the parties hereto have executed this Registration
Rights Agreement as of the date and year first above written.




             ATC HEALTHCARE, INC.



             By:    /S/ DANIEL PESS
                    ----------------------------------------------
                    By: Daniel Pess
                    Title: Senior Vice President/Chief Financial Officer




                                       12
<PAGE>



              [SIGNATURE PAGE TO AHN REGISTRATION RIGHTS AGREEMENT]


Name of Investor: __________________________

SIGNATURE OF AUTHORIZED SIGNATORY OF INVESTOR: __________________________

Name of Authorized Signatory: _________________________

Title of Authorized Signatory: __________________________


                                       13
<PAGE>


                                    EXHIBIT A

                             INSTRUMENT OF ADHERENCE

                  Reference is hereby made to that certain  Registration  Rights
Agreement,  dated as of March 5, 2007,  among ATC  Healthcare,  Inc., a Delaware
corporation   (the  "COMPANY"),   the  Investors  and  the  Investor   Permitted
Transferees,  as  amended  and in effect  from  time to time (the  "REGISTRATION
RIGHTS AGREEMENT").  Capitalized terms used herein without definition shall have
the respective meanings ascribed thereto in the Registration Rights Agreement.

                  The undersigned, in order to become the owner or holder of (i)
___ shares of Stock or (ii)  Warrant(s)  to purchase  ___ shares of Stock of the
Company, hereby agrees that, from and after the date hereof, the undersigned has
become  a party to the  Registration  Rights  Agreement  in the  capacity  of an
Investor Permitted Transferee, and is entitled to all of the benefits under, and
is subject to all of the obligations,  restrictions and limitations set forth in
the  Registration  Rights  Agreement that are  applicable to Investor  Permitted
Transferees.  This  Instrument of Adherence shall take effect and shall become a
part of the Registration Rights Agreement immediately upon execution.

                  Executed as of the date set forth below.



                                 Signature:______________________________



                                 Name of Signatory:______________________

                                 Title: _________________________________

                                 ________________________________________
                                 Name of Investor (if not individual)
                                 Accepted:





                                 ATC HEALTHCARE, INC.


                                 By:_______________________________________


                                 Name: ____________________________________


                                 Title: ___________________________________



                                 Date:_____________________________________


                                       14
<PAGE>



                                    EXHIBIT B

                              PLAN OF DISTRIBUTION

         Each Selling  Stockholder  (the "SELLING  STOCKHOLDERS")  of the common
stock and any of their pledgees,  assignees and successors-in-interest may, from
time to time,  sell any or all of their  shares of common  stock on the American
Stock Exchange or any other stock exchange,  market or trading facility on which
the shares are traded or in private transactions. These sales may be at fixed or
negotiated  prices.  A  Selling  Stockholder  may  use  any  one or  more of the
following methods when selling shares:

         o        ordinary brokerage  transactions and transactions in which the
                  broker-dealer solicits purchasers;

         o        block trades in which the  broker-dealer  will attempt to sell
                  the shares as agent but may  position  and resell a portion of
                  the block as principal to facilitate the transaction;

         o        purchases by a  broker-dealer  as principal  and resale by the
                  broker-dealer for its account;

         o        an exchange  distribution  in accordance with the rules of the
                  applicable exchange;

         o        privately negotiated transactions;

         o        settlement  of short sales  entered  into after the  effective
                  date of the registration statement of which this prospectus is
                  a part;

         o        broker-dealers may agree with the Selling Stockholders to sell
                  a specified  number of such shares at a  stipulated  price per
                  share;

         o        through the writing or  settlement of options or other hedging
                  transactions,   whether   through  an  options   exchange   or
                  otherwise;

         o        a combination of any such methods of sale; or

         o        any other method permitted pursuant to applicable law.

         The Selling  Stockholders may also sell shares under Rule 144 under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), if available,  rather
than under this prospectus.

         Broker-dealers  engaged by the  Selling  Stockholders  may  arrange for
other  brokers-dealers  to  participate  in sales.  Broker-dealers  may  receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer
acts as agent for the purchaser of shares,  from the purchaser) in amounts to be
negotiated,  but, except as set forth in a supplement to this Prospectus, in the
case of an agency transaction not in excess of a customary brokerage  commission
in compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.

                                       15
<PAGE>

         In connection  with the sale of the common stock or interests  therein,
the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions,  which may in turn engage in short sales of the
common stock in the course of hedging the  positions  they  assume.  The Selling
Stockholders  may also sell shares of the common  stock short and deliver  these
securities  to close out their  short  positions,  or loan or pledge  the common
stock to  broker-dealers  that in turn may sell these  securities.  The  Selling
Stockholders   may  also  enter   into   option  or  other   transactions   with
broker-dealers  or other  financial  institutions or the creation of one or more
derivative  securities which require the delivery to such broker-dealer or other
financial  institution of shares offered by this  prospectus,  which shares such
broker-dealer  or  other  financial  institution  may  resell  pursuant  to this
prospectus (as supplemented or amended to reflect such transaction).

         The  Selling  Stockholders  and any  broker-dealers  or agents that are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker-dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions or discounts under the Securities Act. Each Selling  Stockholder has
informed  the  Company  that it does not have any written or oral  agreement  or
understanding,  directly or indirectly, with any person to distribute the Common
Stock. In no event shall any broker-dealer receive fees, commissions and markups
which, in the aggregate, would exceed eight percent (8%).

         The Company is required to pay certain  fees and  expenses  incurred by
the Company incident to the  registration of the shares.  The Company has agreed
to indemnify the Selling  Stockholders against certain losses,  claims,  damages
and liabilities, including liabilities under the Securities Act.

         Because Selling Stockholders may be deemed to be "underwriters"  within
the  meaning of the  Securities  Act,  they will be  subject  to the  prospectus
delivery  requirements of the Securities Act including Rule 172  thereunder.  In
addition,  any  securities  covered by this  prospectus  which  qualify for sale
pursuant to Rule 144 under the  Securities Act may be sold under Rule 144 rather
than under this  prospectus.  There is no  underwriter  or  coordinating  broker
acting in connection  with the proposed sale of the resale shares by the Selling
Stockholders.

         We agreed to keep this  prospectus  effective  until the earlier of (i)
the date on which the shares may be resold by the Selling  Stockholders  without
registration  and  without  regard to any volume  limitations  by reason of Rule
144(k) under the  Securities Act or any other rule of similar effect or (ii) all
of the shares have been sold  pursuant to this  prospectus or Rule 144 under the
Securities  Act or any other rule of similar  effect.  The resale shares will be
sold only through  registered or licensed  brokers or dealers if required  under
applicable  state securities  laws. In addition,  in certain states,  the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement is available and is complied with.

Under  applicable  rules and  regulations  under the  Exchange  Act,  any person
engaged in the distribution of the resale shares may not  simultaneously  engage
in market making  activities with respect to the common stock for the applicable
restricted  period, as defined in Regulation M, prior to the commencement of the
distribution.   In  addition,  the  Selling  Stockholders  will  be  subject  to
applicable  provisions  of the  Exchange  Act  and  the  rules  and  regulations
thereunder,  including Regulation M, which may limit the timing of purchases and
sales of shares of the common  stock by the  Selling  Stockholders  or any other
person.  We  will  make  copies  of this  prospectus  available  to the  Selling
Stockholders  and  have  informed  them of the  need to  deliver  a copy of this
prospectus to each  purchaser at or prior to the time of the sale  (including by
compliance with Rule 172 under the Securities Act).

                                       16

<PAGE>



                                    EXHIBIT C

                              ATC HEALTHCARE, INC.

                 SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

         The  undersigned  beneficial  owner of common  stock (the  "REGISTRABLE
SECURITIES") of ATC Healthcare,  Inc., a Delaware  corporation  (the "COMPANY"),
understands  that the Company  has filed or intends to file with the  Securities
and  Exchange  Commission  (the  "COMMISSION")  a  registration  statement  (the
"REGISTRATION  STATEMENT") for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the  "SECURITIES  ACT"),  of the Registrable
Securities,  in accordance with the terms of the  Registration  Rights Agreement
(the "REGISTRATION  RIGHTS AGREEMENT") to which this document is annexed. A copy
of the Registration  Rights Agreement is available from the Company upon request
at the address set forth below.  All  capitalized  terms not  otherwise  defined
herein  shall have the  meanings  ascribed  thereto in the  Registration  Rights
Agreement.

         Certain  legal  consequences  arise  from  being  named  as  a  selling
securityholder  in  the  Registration  Statement  and  the  related  prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel  regarding the consequences of being
named  or not  being  named  as a  selling  securityholder  in the  Registration
Statement and the related prospectus.

                                     NOTICE

         The  undersigned  beneficial  owner (the "SELLING  SECURITYHOLDER")  of
Registrable Securities hereby elects to include the Registrable Securities owned
by it in the Registration Statement.


                                       17
<PAGE>



The  undersigned  hereby  provides the following  information to the Company and
represents and warrants that such information is accurate:

                                  QUESTIONNAIRE

1.       NAME.

         (a)      Full Legal Name of Selling Securityholder


                  -------------------------------------------------------------
                  -------------------------------------------------------------


         (b)      Full Legal Name of  Registered  Holder (if not the same as (a)
                  above) through which Registrable Securities are held:


                  -------------------------------------------------------------
                  -------------------------------------------------------------


         (c)      Full Legal  Name of  Natural  Control  Person  (which  means a
                  natural person who directly or indirectly alone or with others
                  has power to vote or dispose of the securities  covered by the
                  questionnaire):


                  -------------------------------------------------------------
                  -------------------------------------------------------------



2.  ADDRESS FOR NOTICES TO SELLING SECURITYHOLDER:


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Telephone:
          ---------------------------------------------------------------------
Fax:
Contact Person:

3.  BROKER-DEALER STATUS:

         (a) Are you a broker-dealer?

                                            Yes [_]     No [_]

         (b)      If "yes" to Section  3(a),  did you receive  your  Registrable
                  Securities as compensation for investment  banking services to
                  the Company.

                                            Yes [_]     No [_]

         Note:    If no, the  Commission's  staff has indicated  that you
                  should be identified as an underwriter in the Registration
                  Statement.

                                       19
<PAGE>

         (c) Are you an affiliate of a broker-dealer?

                                            Yes [_]     No [_]

         (d)      If you are an  affiliate  of a  broker-dealer,  do you certify
                  that you bought the  Registrable  Securities  in the  ordinary
                  course of  business,  and at the time of the  purchase  of the
                  Registrable  Securities to be resold, you had no agreements or
                  understandings,  directly  or  indirectly,  with any person to
                  distribute the Registrable Securities?

                                            Yes [_]     No [_]

         Note:    If no, the  Commission's  staff has indicated  that you should
                  be identified as an underwriter in the Registration Statement.

4.  BENEFICIAL  OWNERSHIP  OF  SECURITIES  OF THE  COMPANY  OWNED BY THE SELLING
SECURITYHOLDER.

         EXCEPT AS SET FORTH  BELOW IN THIS ITEM 4, THE  UNDERSIGNED  IS NOT THE
         BENEFICIAL OR REGISTERED  OWNER OF ANY  SECURITIES OF THE COMPANY OTHER
         THAN THE SECURITIES ISSUABLE PURSUANT TO THE PURCHASE AGREEMENT.

         (a)  Type and  Amount  of other  securities  beneficially  owned by the
Selling Securityholder:


                  -------------------------------------------------------------
                  -------------------------------------------------------------

                  -------------------------------------------------------------
                  -------------------------------------------------------------


                                       20