EXHIBIT 10.2

THIS  WARRANT  AND THE  SHARES  ISSUABLE  UPON  EXERCISE  HEREOF  HAVE  NOT BEEN
REGISTERED  OR QUALIFIED FOR SALE UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED
(THE "ACT"),  OR ANY STATE  SECURITIES LAW AND MAY NOT BE SOLD OR TRANSFERRED IN
THE ABSENCE OF SUCH  REGISTRATION,  UNLESS THE COMPANY IS  REASONABLY  SATISFIED
THAT  THE   PROPOSED   SALE  OR  TRANSFER  IS  EXEMPT  FROM  SUCH   REGISTRATION
REQUIREMENTS.


                           WARRANT TO PURCHASE SHARES
                                       OF
                              CLASS A COMMON STOCK

                            Void after March 5, 2012

          THIS IS TO CERTIFY that, as of this 5th day of March,  2007, for value
received   and   subject   to   the    provisions    hereinafter    set   forth,
[___________________] "PURCHASER"), is entitled to purchase from ATC Healthcare,
Inc., a Delaware  corporation (the "COMPANY"),  at any time from the date hereof
to and including  March 5, 2012 (the  "EXPIRATION  DATE"),  at a price initially
equal to Forty-five Cents ($0.45) per share (the "WARRANT  CALCULATION  PRICE"),
[_______________])  (the "WARRANT SHARES") shares of the Class A Common Stock of
the Company (the "COMMON STOCK").

          The  aggregate  price  for the  shares  of  Common  Stock  purchasable
hereunder  shall be equal to the Warrant  Calculation  Price  multiplied  by the
number of shares purchasable hereunder. Such aggregate price is herein sometimes
referred to as the "AGGREGATE WARRANT PRICE". The Warrant  Calculation Price per
share is, however, subject to adjustment as hereinafter provided (such price, or
such price as last adjusted, as the case may be, being herein referred to as the
"PER SHARE WARRANT PRICE").  The number of Warrant Shares is likewise subject to
adjustment as hereinafter  provided.  Defined terms not otherwise defined herein
shall have the  meanings  ascribed to such terms in the Common Stock and Warrant
Purchase Agreement dated March 5, 2007 among the Company,  the Purchaser and the
other purchasers signatory thereto (the "PURCHASE AGREEMENT").

1.       EXERCISE OF WARRANT.

          (a) Subject to the conditions  hereinafter set forth, this Warrant may
be exercised  in whole or in part from time to time,  by the holder  hereof,  by
delivery  of a  written  notice  in the form at the end  hereof  (the  "EXERCISE
NOTICE") via facsimile to the  principal  office of the Company in Lake Success,
New York or at such other office as the Company may designate by written  notice
to the holder hereof within the  above-mentioned  period and, at the election of
the holder,  either by paying to the Company the Aggregate Warrant Price (or the
proportionate  part thereof if exercised in part) for the shares so purchased in
current funds, in which case payment shall be made in cash, by wire transfer, or
by certified or official bank check as hereinafter  set forth.  The holder shall
not be required to deliver the  original  Warrant in order to effect an exercise
of the Warrant.


<PAGE>

          (b) CASHLESS EXERCISE.  If at any time after one year from the Closing
there  is  no  effective  Registration  Statement  registering,  or  no  current
prospectus available for, the resale of the Common Stock underlying this Warrant
by the Purchaser,  then this Warrant may also be exercised at such time by means
of a "cashless  exercise" in which the Purchaser  shall be entitled to receive a
certificate  for the  number of shares of  Common  Stock  equal to the  quotient
obtained by dividing [(A-B) (X)] by (A), where:

                   (A) = the VWAP on the Trading Day  immediately  preceding the
date of such election;

                  (B)     = the Warrant  Calculation  Price of this Warrant,  as
                          adjusted; and

                  (X)     = the number of shares of Common Stock  issuable  upon
                          exercise of this Warrant in accordance  with the terms
                          of this  Warrant  by means of a cash  exercise  rather
                          than a cashless exercise.

          (c) EXERCISE LIMITATIONS.

          i.        HOLDER'S  RESTRICTIONS.  The  Company  shall not  effect any
                    exercise of this Warrant, and a Purchaser shall not have the
                    right to exercise any portion of this  Warrant,  pursuant to
                    Section 1 or  otherwise,  to the extent  that  after  giving
                    effect to such issuance  after  exercise as set forth on the
                    applicable  Exercise Notice,  such Purchaser  (together with
                    such Purchaser's Affiliates,  and any other person or entity
                    acting as a group  together  with such  Purchaser  or any of
                    such  Purchaser's  Affiliates),  would  beneficially  own in
                    excess of the  Beneficial  Ownership  Limitation (as defined
                    below). For purposes of the foregoing  sentence,  the number
                    of  shares  of  Common  Stock  beneficially  owned  by  such
                    Purchaser  and its  Affiliates  shall  include the number of
                    shares  of  Common  Stock  issuable  upon  exercise  of this
                    Warrant  with respect to which such  determination  is being
                    made, but shall exclude the number of shares of Common Stock
                    which would be issuable upon (A) exercise of the  remaining,
                    nonexercised  portion of this Warrant  beneficially owned by
                    such  Purchaser or any of its Affiliates and (B) exercise or
                    conversion of the unexercised or nonconverted portion of any
                    other   securities  of  the  Company   (including,   without
                    limitation, any other securities of the Company exercisable,
                    convertible  or  exchangeable  for  shares of Common  Stock)
                    subject to a limitation on conversion or exercise  analogous
                    to the limitation  contained  herein  beneficially  owned by
                    such Purchaser or any of its Affiliates. Except as set forth
                    in the  preceding  sentence,  for  purposes of this  Section
                    1(c)(i),   beneficial   ownership  shall  be  calculated  in
                    accordance  with  Section  13(d) of the Exchange Act and the

                                       2
<PAGE>

                    rules  and  regulations  promulgated  thereunder,  it  being
                    acknowledged  by  the  Purchaser  that  the  Company  is not
                    representing  to such Purchaser that such  calculation is in
                    compliance  with Section  13(d) of the Exchange Act and such
                    Purchaser is solely  responsible for any schedules  required
                    to be filed in accordance therewith.  To the extent that the
                    limitation  contained in this Section 1(c)(i)  applies,  the
                    determination  of whether  this Warrant is  exercisable  (in
                    relation  to  other   securities  owned  by  such  Purchaser
                    together with any  Affiliates)  and of which portion of this
                    Warrant is  exercisable  shall be in the sole  discretion of
                    the  Purchaser,  and the  submission  of an Exercise  Notice
                    shall  be  deemed  to be the  Purchaser's  determination  of
                    whether  this Warrant is  exercisable  (in relation to other
                    securities  owned  by  such  Purchaser   together  with  any
                    Affiliates)   and  of  which  portion  of  this  Warrant  is
                    exercisable,  in each case subject the Beneficial  Ownership
                    Limitation,  and the  Company  shall have no  obligation  to
                    verify or confirm  the  accuracy of such  determination.  In
                    addition,   a  determination  as  to  any  group  status  as
                    contemplated  above shall be determined  in accordance  with
                    Section  13(d)  of  the  Exchange  Act  and  the  rules  and
                    regulations  promulgated  thereunder.  For  purposes of this
                    Section  1(c)(i),  in determining  the number of outstanding
                    shares of Common  Stock,  a Purchaser may rely on the number
                    of  outstanding  shares of Common  Stock as reflected in (x)
                    the Company's most recent Form 10- or Form 10-K, as the case
                    may be, (y) a more recent public announcement by the Company
                    or (z) any other  notice  by the  Company  or the  Company's
                    Transfer  Agent setting forth the number of shares of Common
                    Stock  outstanding.  Upon the  written or oral  request of a
                    Purchaser, the Company shall within two Trading Days confirm
                    orally and in writing to such Purchaser the number of shares
                    of Common Stock then outstanding. In any case, the number of
                    outstanding shares of Common Stock shall be determined after
                    giving effect to the conversion or exercise of securities of
                    the Company,  including  this Warrant,  by such Purchaser or
                    its  Affiliates  since the date as of which  such  number of
                    outstanding  shares  of  Common  Stock  was  reported.   The
                    "BENEFICIAL  OWNERSHIP  LIMITATION"  shall  be  9.99% of the
                    number of shares of the Common Stock outstanding immediately
                    after  giving  effect  to the  issuance  of shares of Common
                    Stock issuable upon exercise of this Warrant. The Beneficial
                    Ownership Limitation may not be waived by the Purchaser. The
                    provisions  of  this   paragraph   shall  be  construed  and
                    implemented in a manner otherwise than in strict  conformity
                    with the  terms of this  Section  1(c)(i)  to  correct  this
                    paragraph (or any portion  hereof) which may be defective or
                    inconsistent   with  the   intended   Beneficial   Ownership
                    Limitation   herein   contained   or  to  make   changes  or
                    supplements  necessary or desirable to properly  give effect
                    to  such  limitation.  The  limitations  contained  in  this
                    paragraph shall apply to a successor holder of this Warrant.


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<PAGE>


          ii.       ISSUANCE  RESTRICTIONS.  If the  Company  has  not  obtained
                    Shareholder  Approval,  then the  Company may not issue upon
                    exercise of this Warrant a number of shares of Common Stock,
                    which,  when  aggregated  with any  shares of  Common  Stock
                    issued (A)  pursuant  to the  Purchase  Agreement,  (B) upon
                    prior exercise of this or any other Warrant issued  pursuant
                    to the Purchase  Agreement  and (C) pursuant to any warrants
                    issued  to  any  registered   broker-dealer   as  a  fee  in
                    connection  with the issuance of Securities  pursuant to the
                    Purchase Agreement, would exceed ______________(1),  subject
                    to adjustment  for reverse and forward  stock splits,  stock
                    dividends, stock combinations and other similar transactions
                    of the  Common  Stock  that  occur  after  the  date  of the
                    Purchase  Agreement  (such number of shares,  the  "ISSUABLE
                    MAXIMUM").  The  Purchaser  and  the  holders  of the  other
                    Warrants issued pursuant to the Purchase  Agreement shall be
                    entitled to a portion of the Issuable  Maximum  equal to the
                    quotient obtained by dividing (x) such Purchaser's  original
                    Subscription   Amount   by  (y)   the   aggregate   original
                    Subscription  Amount of all holders pursuant to the Purchase
                    Agreement.  In  addition,  the  Purchaser  may  allocate its
                    pro-rata portion of the Issuable Maximum among Warrants held
                    by it in its sole discretion. Such portion shall be adjusted
                    upward ratably in the event any purchaser (or its successors
                    or  assigns)  that  was  issued  warrants  pursuant  to  the
                    Purchase  Agreement  no longer  holds any  Warrants  and the
                    amount of shares  issued to such  purchaser  pursuant to its
                    Warrants was less than such  purchaser's  pro-rata  share of
                    the Issuable  Maximum.  For  avoidance of doubt,  unless and
                    until any  required  Shareholder  Approval is  obtained  and
                    effective,  warrants issued to any registered  broker-dealer
                    as a fee in connection  with the Securities  issued pursuant
                    to the  Purchase  Agreement  as described in (C) above shall
                    provide  that  such  warrants  shall  not be  allocated  any
                    portion of the Issuable  Maximum and shall be  unexercisable
                    unless and until such  Shareholder  Approval is obtained and
                    effective.

          (d) MECHANICS OF EXERCISE.

          i.        DELIVERY OF  CERTIFICATES  UPON EXERCISE.  Certificates  for
                    shares  purchased  hereunder  shall  be  transmitted  by the
                    transfer  agent of the Company to the Purchaser by crediting
                    the  account of the  Purchaser's  prime  broker with the DTC
                    through its Deposit  Withdrawal  Agent  Commission  ("DWAC")
                    system if the  Company is a  participant  in such system and
                    there is an effective  Registration Statement permitting the
                    resale of the Warrant Shares by the Purchaser, and otherwise
                    by  physical  delivery  to  the  address  specified  by  the
                    Purchaser in the Exercise  Notice within 3 Trading Days from
                    the  delivery  to  the  Company  of  the  Exercise   Notice,
                    surrender of this Warrant (if  required)  and payment of the
                    aggregate  Warrant  Calculation  Price  as set  forth  above
                    ("WARRANT  SHARE  DELIVERY  DATE").  This  Warrant  shall be
                    deemed  to have  been  exercised  on the  date  the  Warrant
                    Calculation  Price is  received  by the Company (or the date
                    the  Exercise  Notice is received by the Company in the case
                    of a  "cashless  exercise"  of this  Warrant).  The  Warrant
                    Shares  shall  be  deemed  to  have  been  issued,  and  the
                    Purchaser  or any  other  person so  designated  to be named
                    therein shall be deemed to have become a holder of record of
                    such shares for all purposes, as of the date the Warrant has
                    been  exercised  by payment to the  Company of the  Exercise
                    Price (or by cashless exercise,  if permitted) and all taxes
                    required to be paid by the  Purchaser,  if any,  pursuant to
                    Section 8 prior to the  issuance of such  shares,  have been
                    paid.


-------------------------
          (1)       19.999% of the number of shares of Common Stock  outstanding
                    on the Trading Day immediately preceding the Closing Date


                                       4
<PAGE>

          ii.       DELIVERY OF NEW WARRANTS UPON  EXERCISE.  If this Warrant is
                    exercised  in  respect  of fewer  than all of the  shares of
                    Common Stock at the time purchasable  hereunder,  the holder
                    hereof  shall be entitled to receive a new Warrant  covering
                    the number of shares in respect of which this Warrant  shall
                    not have been  exercised  and  setting  forth the  Aggregate
                    Warrant Price  applicable to such shares,  which new Warrant
                    shall in all other  respects be identical with this Warrant.
                    Notwithstanding  anything to the contrary set forth  herein,
                    this  Warrant or any new  Warrant  issued as the result of a
                    partial exercise hereof and all rights and options hereunder
                    or thereunder shall expire and shall be wholly null and void
                    to the  extent  this  Warrant  or such  new  warrant  is not
                    exercised  before it expires at the close of business on the
                    Expiration Date.

          iii       RESCISSION  RIGHTS.  If  the  Company  fails  to  cause  its
                    transfer agent to transmit to the Purchaser a certificate or
                    certificates  representing  the Warrant  Shares  pursuant to
                    Section 1(d)(i) by the Warrant Share Delivery Date, then the
                    Purchaser will have the right to rescind such exercise.

          iv.       BUY-IN. If within 3 Trading Days after the Company's receipt
                    of the  facsimile  copy of an  Exercise  Notice the  Company
                    shall fail to issue and deliver a certificate  to the holder
                    and register  such shares of Common  Stock on the  Company's
                    share register or credit the holder's  balance  account with
                    DTC for the  number of  shares of Common  Stock to which the
                    holder is entitled upon the holder's exercise hereunder, and
                    if after such Warrant  Share  Delivery date the Purchaser is
                    required  by its  broker  to  purchase  (in an  open  market
                    transaction or otherwise) or the Purchaser's  brokerage firm
                    otherwise  purchases,  shares of Common  Stock to deliver in
                    satisfaction  of a sale  by  the  Purchaser  of the  Warrant
                    Shares which the Purchaser  anticipated  receiving upon such
                    exercise (a  "BUY-IN"),  then the  Company  shall (1) pay in
                    cash  to  the   Purchaser   the  amount  by  which  (x)  the
                    Purchaser's   total  purchase  price  (including   brokerage
                    commissions,  if any)  for the  shares  of  Common  Stock so
                    purchased exceeds (y) the amount obtained by multiplying (A)
                    the number of Warrant  Shares that the Company was  required
                    to deliver to the Purchaser in connection  with the exercise
                    at issue times (B) the price at which the sell order  giving
                    rise to such purchase  obligation  was executed,  and (2) at
                    the option of the Purchaser, either reinstate the portion of
                    the  Warrant  and  equivalent  number of Warrant  Shares for
                    which  such  exercise  was not  honored  or  deliver  to the
                    Purchaser  the  number of shares of Common  Stock that would
                    have been issued had the Company  timely  complied  with its
                    exercise and delivery obligations hereunder. For example, if
                    the Purchaser purchases Common Stock having a total purchase
                    price  of  $11,000  to  cover a Buy-In  with  respect  to an
                    attempted  exercise  of  shares  of  Common  Stock  with  an
                    aggregate sale price giving rise to such purchase obligation
                    of $10,000,  under clause (1) of the  immediately  preceding
                    sentence the Company  shall be required to pay the Purchaser
                    $1,000.  The  Purchaser  shall  provide the Company  written
                    notice  indicating  the amounts  payable to the Purchaser in
                    respect  of the Buy-In  and,  upon  request of the  Company,
                    evidence of the amount of such loss.  Nothing  herein  shall
                    limit a  Purchaser's  right to  pursue  any  other  remedies
                    available to it  hereunder,  at law or in equity  including,
                    without limitation,  a decree of specific performance and/or
                    injunctive  relief with respect to the Company's  failure to
                    timely deliver  certificates  representing  shares of Common
                    Stock upon  exercise of the Warrant as required  pursuant to
                    the terms hereof.


                                       5
<PAGE>

          2. RESERVATION OF STOCK. The Company  covenants and agrees that during
the period within which the rights represented by this Warrant may be exercised,
the Company  will at all times have  authorized,  and in reserve,  a  sufficient
number of shares of its Common  Stock to provide for the  exercise of the rights
represented by this Warrant; provided, however, in the event of an adjustment in
the number of Warrant  Shares  issuable  hereunder  pursuant to Section 3.1 that
results in the Company having an insufficient number of authorized, but unissued
shares of Common Stock available following such adjustment to reserve hereunder,
the  Company  shall as soon as  practicable  take such  action as is required to
increase the Company's  authorized  shares of Common Stock in order to provide a
sufficient number of such shares.

          3. PROTECTION AGAINST DILUTION.

                    3.1  CERTAIN  SALES OF  STOCK.  In case the  Company  or any
          Subsidiary  thereof  shall issue sell or grant any option to purchase,
          or sell or grant any right to  reprice,  or  otherwise  dispose  of or
          issue (or announce any offer, sale, grant or any option to purchase or
          other  disposition)  any  Common  Stock  or  securities   exercisable,
          exchangeable or convertible into shares of Common Stock ("Common Stock
          Equivalents")  entitling any person to acquire shares of Common Stock,
          at an effective price per share less than the then Warrant Calculation
          Price (such lower  price,  the "BASE SHARE  PRICE" and such  issuances
          collectively,  a  "DILUTIVE  ISSUANCE")  (if the  holder of the Common
          Stock or Common Stock Equivalents so issued shall at any time, whether
          by operation of purchase price adjustments, reset provisions, floating
          conversion,  exercise  or  exchange  prices  or  otherwise,  or due to
          warrants,  options or rights per share which are issued in  connection
          with such  issuance,  be entitled to receive shares of Common Stock at
          an  effective   price  per  share  which  is  less  than  the  Warrant
          Calculation  Price, such issuance shall be deemed to have occurred for
          less than the Warrant  Calculation  Price on such date of the Dilutive
          Issuance),  then the  Warrant  Calculation  Price shall be reduced and
          only reduced to equal the Base Share Price.  Such adjustment  shall be
          made  successively  whenever  any  such  event  shall  occur.  For the
          purposes  of this  paragraph,  the  aggregate  of the  offering  price
          received or to be received  by the Company  shall  include the minimum
          aggregate  amount (if any) payable upon  exercise or conversion of any
          such Common Stock Equivalents. The value of any consideration received
          or to be  received  by the  Company,  if  other  than  cash,  is to be
          determined by the Board of Directors in good faith.  The Company shall
          notify  the  Purchaser  in  writing,  no later  than the  Trading  Day
          following the issuance of any Common Stock or Common Stock Equivalents
          subject  to  this  Section  3.1,  indicating  therein  the  applicable
          issuance price, or applicable reset price, exchange price,  conversion
          price and other  pricing  terms (such  notice the  "DILUTIVE  ISSUANCE
          NOTICE").  For purposes of  clarification,  whether or not the Company
          provides a Dilutive Issuance Notice pursuant to this Section 3.1, upon
          the  occurrence  of any  Dilutive  Issuance,  after  the  date of such
          Dilutive  Issuance  the  Purchaser  is entitled to receive a number of
          Warrant  Shares based upon the Base Share Price  regardless of whether
          the  Purchaser  accurately  refers  to the  Base  Share  Price  in the
          Exercise Notice.

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<PAGE>

                    3.2 STOCK SPLITS AND DIVIDENDS. If outstanding shares of the
          Company's  Common Stock shall be subdivided  into a greater  number of
          shares or a  dividend  in Common  Stock  shall be paid in  respect  of
          Stock, the Per Share Warrant Price in effect immediately prior to such
          subdivision   or  at  the   record   date  of  such   dividend   shall
          simultaneously   with  the   effectiveness   of  such  subdivision  or
          immediately after the record date of such dividend be  proportionately
          reduced.  If outstanding shares of Common Stock shall be combined into
          a smaller  number of  shares,  the Per Share  Warrant  Price in effect
          immediately prior to such combination shall,  simultaneously  with the
          effectiveness of such combination,  be proportionately increased. When
          any  adjustment  is required to be made in the Per Share Warrant Price
          under this Section,  the number of shares of Common Stock  purchasable
          upon the  exercise  of this  Warrant  shall be  changed  to the number
          determined  by  dividing  (i) an amount  equal to the number of shares
          issuable upon the exercise of this Warrant  immediately  prior to such
          adjustment,  multiplied  by the Per  Share  Warrant  Price  in  effect
          immediately  prior to such  adjustment,  by (ii) the Per Share Warrant
          Price in effect immediately after such adjustment.

                    3.3  RECLASSIFICATION,  ETC. In case of any reclassification
          or change  of the  outstanding  securities  of the  Company  or of any
          reorganization  of the Company (or any other  corporation the stock or
          securities  of which are at the time  receivable  upon the exercise of
          this Warrant) or any similar corporate  reorganization on or after the
          date hereof that is not a Fundamental Transaction (as defined herein),
          then  and in each  such  case the  holder  of this  Warrant,  upon the
          exercise   hereof  at  any  time  after  the   consummation   of  such
          reclassification,  change, reorganization, merger or conveyance, shall
          be entitled to receive,  in lieu of the stock or other  securities and
          property   receivable   upon  the   exercise   hereof  prior  to  such
          consummation,  the stock or other securities or property to which such
          holder would have been entitled upon such  consummation if such holder
          had exercised this Warrant  immediately prior thereto,  all subject to
          further  adjustment as provided in Section 3.2; and in each such case,
          the terms of this Section 3 shall be applicable to the shares of stock
          or other  securities  properly  receivable  upon the  exercise of this
          Warrant after such consummation.

                                       7
<PAGE>

                    3.4 EXEMPTED ISSUANCES.  Notwithstanding any other provision
          herein,  the  foregoing  provisions of Section 3.1 shall not apply to,
          and no adjustment shall be made to the Per Share Warrant Price for:

                  (a) shares of Common Stock or options to  employees,  officers
                  or  directors  of the Company  pursuant to any stock or option
                  plan  duly  adopted  for such  purpose  by a  majority  of the
                  non-employee  members of the Board of Directors of the Company
                  or a majority of the members of a  committee  of  non-employee
                  directors established,

                  (b) securities  upon the exercise or exchange of or conversion
                  of any securities  issued  hereunder  and/or other  securities
                  exercisable or exchangeable  for or convertible into shares of
                  Common  Stock  issued  and  outstanding  on the  date  of this
                  Agreement, provided that such securities have not been amended
                  since the date of this  Agreement  to  increase  the number of
                  such  securities  or to  decrease  the  exercise,  exchange or
                  conversion price of such securities, and

                  (c) securities  issued  pursuant to  acquisitions or strategic
                  transactions  approved  by a  majority  of  the  disinterested
                  directors  of the  Company,  provided  that any such  issuance
                  shall  only be to a person  which is,  itself or  through  its
                  subsidiaries,  an operating company in a business  synergistic
                  with the  business  of the  Company  and in which the  Company
                  receives  benefits in addition to the investment of funds, but
                  shall  not  include a  transaction  in which  the  Company  is
                  issuing  securities  primarily  for  the  purpose  of  raising
                  capital or to an entity whose primary business is investing in
                  securities.

                    3.5 SUBSEQUENT RIGHTS OFFERINGS. If the Company, at any time
          while the  Warrant is  outstanding,  shall  issue  rights,  options or
          warrants  to all  holders  of  Common  Stock  (and  not to  Purchaser)
          entitling them to subscribe for or purchase  shares of Common Stock at
          a price per  share  less than the VWAP at the  record  date  mentioned
          below,  then the Warrant  Calculation  Price shall be  multiplied by a
          fraction,  of which the  denominator  shall be the number of shares of
          the Common Stock outstanding on the date of issuance of such rights or
          warrants plus the number of additional  shares of Common Stock offered
          for subscription or purchase,  and of which the numerator shall be the
          number  of  shares  of the  Common  Stock  outstanding  on the date of
          issuance of such rights or  warrants  plus the number of shares  which
          the aggregate  offering price of the total number of shares so offered
          (assuming receipt by the Company in full of all consideration  payable
          upon exercise of such rights,  options or warrants)  would purchase at
          such VWAP.  Such  adjustment  shall be made  whenever  such  rights or
          warrants are issued, and shall become effective  immediately after the
          record date for the determination of stockholders  entitled to receive
          such rights, options or warrants.

                    3.6 PRO  RATA  DISTRIBUTIONS.  If the  Company,  at any time
          while this Warrant is outstanding,  shall distribute to all holders of
          Common Stock (and not to the holder of this Warrant)  evidences of its
          indebtedness  or assets  (including cash and cash dividends) or rights
          or warrants to subscribe  for or purchase any security  other than the
          Common  Stock (which  shall be subject to Section  3.1),  then in each
          such  case  the  Warrant   Calculation  Price  shall  be  adjusted  by
          multiplying the Warrant  Calculation Price in effect immediately prior
          to the record date fixed for determination of stockholders entitled to
          receive such distribution by a fraction of which the denominator shall
          be the VWAP determined as of the record date mentioned  above,  and of
          which the  numerator  shall be such VWAP on such  record date less the
          then per share fair market value at such record date of the portion of
          such assets or evidence of indebtedness  so distributed  applicable to
          one  outstanding  share of the Common Stock as determined by the Board
          of Directors in good faith.  In either case the  adjustments  shall be
          described in a statement  provided to the  Purchaser of the portion of
          assets  or  evidences  of   indebtedness   so   distributed   or  such
          subscription  rights  applicable  to one share of Common  Stock.  Such
          adjustment  shall be made whenever any such  distribution  is made and
          shall become  effective  immediately  after the record date  mentioned
          above.

                                       8
<PAGE>

                    3.7  FUNDAMENTAL  TRANSACTION.  If, at any time  while  this
          Warrant  is  outstanding,  (A)  the  Company  effects  any  merger  or
          consolidation  of the Company  with or into  another  Person,  (B) the
          Company effects any sale of all or substantially  all of its assets in
          one or a series  of  related  transactions,  (C) any  tender  offer or
          exchange offer (whether by the Company or another Person) is completed
          pursuant to which  holders of Common Stock are  permitted to tender or
          exchange their shares for other securities,  cash or property,  or (D)
          the Company  effects any  reclassification  of the Common Stock or any
          compulsory  share  exchange  pursuant  to which  the  Common  Stock is
          effectively converted into or exchanged for other securities,  cash or
          property (each "FUNDAMENTAL  TRANSACTION"),  then, upon any subsequent
          exercise  of this  Warrant,  the  Purchaser  shall  have the  right to
          receive,  for each Warrant  Share that would have been  issuable  upon
          such exercise  immediately prior to the occurrence of such Fundamental
          Transaction,  the number of shares of Common Stock of the successor or
          acquiring  corporation  or of  the  Company,  if it is  the  surviving
          corporation,   and  any  additional   consideration   (the  "ALTERNATE
          CONSIDERATION")  receivable as a result of such merger,  consolidation
          or disposition of assets by a holder of the number of shares of Common
          Stock for which this Warrant is exercisable  immediately prior to such
          event.  For purposes of any such exercise,  the  determination  of the
          Warrant Calculation Price shall be appropriately  adjusted to apply to
          such  Alternate   Consideration  based  on  the  amount  of  Alternate
          Consideration issuable in respect of one share of Common Stock in such
          Fundamental  Transaction,  and the Company shall apportion the Warrant
          Calculation  Price among the Alternate  Consideration  in a reasonable
          manner  reflecting the relative  value of any different  components of
          the Alternate Consideration.  If holders of Common Stock are given any
          choice as to the  securities,  cash or  property  to be  received in a
          Fundamental  Transaction,  then the Purchaser  shall be given the same
          choice as to the Alternate Consideration it receives upon any exercise
          of this Warrant following such Fundamental Transaction.  To the extent
          necessary to effectuate the foregoing provisions, any successor to the
          Company or  surviving  entity in such  Fundamental  Transaction  shall
          issue to the  Purchaser a new warrant  consistent  with the  foregoing
          provisions  and  evidencing  the  Purchaser's  right to exercise  such
          warrant  into  Alternate  Consideration.  The  terms of any  agreement
          pursuant to which a Fundamental  Transaction is effected shall include
          terms requiring any such successor or surviving  entity to comply with
          the  provisions of this Section 3.7 and insuring that this Warrant (or
          any such  replacement  security)  will be similarly  adjusted upon any
          subsequent   transaction  analogous  to  a  Fundamental   Transaction.
          Notwithstanding   anything  to  the  contrary,   in  the  event  of  a
          Fundamental  Transaction  that is (1) an all cash  transaction,  (2) a
          "Rule 13e-3 transaction" as defined in Rule 13e-3 under the Securities
          Exchange Act of 1934,  as amended,  or (3) a  Fundamental  Transaction
          involving  a person or entity  not  traded  on a  national  securities
          exchange,  the Nasdaq Global Select Market,  the Nasdaq Global Market,
          or the Nasdaq  Capital  Market,  the Company or any  successor  entity
          shall  pay  at  the  Purchaser's  option,   exercisable  at  any  time
          concurrently  with or within 30 days  after  the  consummation  of the
          Fundamental Transaction,  an amount of cash equal to the value of this
          Warrant as  determined  in accordance  with the  Black-Scholes  option
          pricing  formula  using an  expected  volatility  equal to the 100 day
          historical  price  volatility   obtained  from  the  HVT  function  on
          Bloomberg L.P. as of the trading day  immediately  prior to the public
          announcement of the Fundamental Transaction.

                                       9
<PAGE>

                    3.8  CALCULATIONS.  All  calculations  under this  Section 3
          shall be made to the nearest  cent or the nearest  1/100th of a share,
          as the case may be.  For  purposes  of this  Section  3, the number of
          shares of Common  Stock  deemed to be issued and  outstanding  as of a
          given date  shall be the sum of the  number of shares of Common  Stock
          (excluding treasury shares, if any) issued and outstanding.

                    3.9 NOTICE TO PURCHASER.  If (A) the Company shall declare a
          dividend (or any other  distribution  in whatever  form) on the Common
          Stock;  (B) the  Company  shall  declare a special  nonrecurring  cash
          dividend on or a redemption of the Common Stock; (C) the Company shall
          authorize  the  granting to all holders of the Common  Stock rights or
          warrants to subscribe  for or purchase any shares of capital  stock of
          any class or of any rights;  (D) the approval of any  stockholders  of
          the Company shall be required in connection with any  reclassification
          of the Common Stock, any  consolidation or merger to which the Company
          is a party,  any sale or transfer of all or  substantially  all of the
          assets of the Company,  of any compulsory  share exchange  whereby the
          Common Stock is converted into other securities, cash or property; (E)
          the Company shall authorize the voluntary or involuntary  dissolution,
          liquidation or winding up of the affairs of the Company; then, in each
          case,  the Company  shall cause to be mailed to the  Purchaser  at its
          last  address as it shall  appear  upon the  Warrant  Register  of the
          Company,  at least 20 calendar days prior to the applicable  record or
          effective date hereinafter specified, a notice stating (x) the date on
          which a  record  is to be  taken  for the  purpose  of such  dividend,
          distribution, redemption, rights or warrants, or if a record is not to
          be taken,  the date as of which the  holders  of the  Common  Stock of
          record to be entitled  to such  dividend,  distributions,  redemption,
          rights or warrants are to be  determined or (y) the date on which such
          reclassification,  consolidation,  merger,  sale,  transfer  or  share
          exchange is expected to become  effective or close, and the date as of
          which it is expected  that holders of the Common Stock of record shall
          be  entitled  to  exchange  their  shares  of  the  Common  Stock  for
          securities,   cash   or   other   property   deliverable   upon   such
          reclassification,  consolidation,  merger,  sale,  transfer  or  share
          exchange;  provided that the failure to mail such notice or any defect
          therein or in the mailing thereof shall not affect the validity of the
          corporate  action  required  to  be  specified  in  such  notice.  The
          Purchaser  is  entitled  to exercise  this  Warrant  during the period
          commencing  on the date of such  notice to the  effective  date of the
          event triggering such notice.

                    3.10 NOTICE OF  ADJUSTMENT.  Whenever the Warrant  Shares or
          the Per Share  Warrant  Price is  adjusted  under this  Section 3, the
          Company shall provide notice thereof to the holder within one Business
          Day of such adjustment.

                                       10
<PAGE>

          4.  MERGERS,  CONSOLIDATIONS,  SALES;  NON-IMPAIRMENT  OF RIGHTS.  The
Company will not, by amendment of its  Certificate of  Incorporation  or through
any reorganization, recapitalization, transfer of assets, consolidation, merger,
dissolution, issuance or sale of securities or any other voluntary action, avoid
or seek to avoid the  performance of any of the terms of this Warrant,  but will
at all times in good faith take all necessary  action to carry out the intent of
all such terms.  Without  limiting the generality of the foregoing,  the Company
(a) will not cause the par value of any  securities  receivable  on  exercise of
this Warrant to be in excess of the amount  payable  therefor on such  exercise,
and (b) will take all  action as may be  necessary  or  appropriate  so that the
Company may validly and legally  issue fully paid and  nonassessable  shares (or
other  securities or property  deliverable  hereunder) upon the exercise of this
Warrant.

          5.   DISSOLUTION  OR  LIQUIDATION.   In  the  event  of  any  proposed
distribution of the assets of the Company in dissolution or liquidation  (except
under  circumstances  when the  foregoing  Section  4 shall be  applicable)  the
Company  shall mail notice  thereof to the holder of this Warrant and shall make
no distribution to shareholders until the expiration of 30 days from the date of
mailing  of the  aforesaid  notice  and,  in any such  case,  the holder of this
Warrant may exercise this Warrant within 30 days from the date of the mailing of
such notice,  and all rights herein granted not so exercised  within such 30 day
period shall thereafter become null and void.

          6. FRACTIONAL  SHARES.  Fractional shares shall not be issued upon the
exercise of this Warrant but in any case where the holder hereof  would,  except
for the  provisions  of this  paragraph,  be entitled  under the terms hereof to
receive a fractional share upon the exercise of this Warrant, the Company shall,
upon the  exercise of this  Warrant for the largest  number of whole shares then
called for, pay a sum in cash equal to the excess of the VWAP of such fractional
share over the proportional  part of the Per Share Warrant Price  represented by
such fractional share.

          7. FULLY PAID STOCK;  TAXES. The Company covenants and agrees that the
shares of stock  represented by each and every  certificate for its Common Stock
to be  delivered  on any  exercise of this  Warrant  shall,  at the time of such
delivery,  be duly authorized,  validly issued and outstanding and be fully paid
and  nonassessable.  The Company  further  covenants and agrees that it will pay
when due and payable any and all  federal and state  taxes,  other than taxes on
income,  which may be payable in respect of this  Warrant or any Common Stock or
certificates  therefor  upon the  exercise  of the rights  herein  provided  for
pursuant to the provisions hereof.  The Company shall not, however,  be required
to pay any tax which may be payable in respect of any  transfer  involved in the
transfer and delivery of stock  certificates  in the name other than that of the
holder of the Warrant  converted,  and any such tax shall be paid by such holder
at the time of presentation.

          8.  CLOSING  OF  TRANSFER  BOOKS.  The  Company  will  not  close  its
stockholder books or records in any manner which prevents the timely exercise of
this Warrant, pursuant to the terms hereof.

          9. RESTRICTIONS ON TRANSFERABILITY OF WARRANTS AND SHARES;  COMPLIANCE
WITH SECURITIES ACT; EXCHANGE,  ASSIGNMENT OR LOSS OF WARRANT.  This Warrant and
the Common Stock issued upon the exercise  hereof,  and any security  into which
such  Common  Stock  may  be  convertible  ("UNDERLYING  STOCK")  shall  not  be
transferable except upon the conditions hereinafter specified,  which conditions
are intended to insure  compliance  with the provisions of the Securities Act of
1933,  as  amended,  or any similar  Federal  statute at the time in effect (the
"SECURITIES  ACT") in respect of the  transfer of any Warrant or any such Common
Stock or any security into which such Common Stock may be convertible.

                                       11
<PAGE>

                    9.1  ASSIGNMENTS  GENERALLY.  Except  as  may  otherwise  be
          expressly  provided  herein,  this  Warrant is  exchangeable,  without
          expense,  at the option of the holder, upon presentation and surrender
          of the  Warrant  to the  Company,  for  other  Warrants  of  different
          denominations   entitling  the  holder  thereof  to  purchase  in  the
          aggregate  the same  number  of shares  of  Common  Stock  purchasable
          hereunder.  Any assignment  shall be made by surrender of this Warrant
          to the  Company  with  the  Form of  Assignment  annexed  hereto  duly
          executed and funds  sufficient to pay any transfer  tax,  provided the
          Company  has  received  an  opinion  or  other   evidence   reasonably
          satisfactory  to the Company that the transfer  will be in  compliance
          with the provisions of the Securities Act of 1933, as amended,  or any
          similar Federal statute at the time in effect (the  "Securities  Act")
          in respect of the transfer of this Warrant.  Upon  compliance with the
          express  provisions  of this  Section 9, the  Company  shall,  without
          charge,  cause to be executed and  delivered a new Warrant in the name
          of the  assignee  named  in such  instrument  of  assignment  and this
          Warrant  shall  promptly be  canceled.  This Warrant may be divided or
          combined  with  other   warrants  that  carry  the  same  rights  upon
          presentation  hereof to the  Company  together  with a written  notice
          specifying the names and denominations in which new Warrants are to be
          issued and signed by the holder hereof.

                    9.2    CERTAIN    ASSIGNMENTS    FOLLOWING     REGISTRATION.
          Notwithstanding  anything to the  contrary  contained  herein,  if the
          Company has registered the Underlying Stock pursuant to a Registration
          Statement  which has been  declared  effective by the  Securities  and
          Exchange  Commission  (SEC) and,  thereafter,  the holder  purports to
          assigns all or a portion of the Underlying  Stock 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 (at
          the expense of the Company), in either case to name such assignee as a
          selling  stockholder,  provided  that  the  use  of  a  post-effective
          amendment or a supplement to the prospectus is permitted by applicable
          law for such purpose.

                    9.3 RESTRICTIVE LEGENDS. Each Warrant shall bear on the face
          thereof a legend  substantially  in the form of the notice endorsed on
          the first page of this Warrant.

         Each  certificate for shares of Underlying  Stock initially issued upon
         the  exercise  of any  Warrant  and  each  certificate  for  shares  of
         Underlying Stock issued to a subsequent  transferee of such certificate
         shall, if not registered for resale,  bear on the face thereof a legend
         reading substantially as follows:

         THE SHARES OF CLASS A COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE
         NOT BEEN  REGISTERED OR QUALIFIED FOR SALE UNDER THE  SECURITIES ACT OF
         1933, AS AMENDED (THE "ACT"),  OR ANY STATE  SECURITIES LAW AND MAY NOT
         BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION,  UNLESS THE
         COMPANY IS REASONABLY  SATISFIED  THAT THE PROPOSED SALE OR TRANSFER IS
         EXEMPT FROM SUCH REGISTRATION REQUIREMENTS.

                                       12
<PAGE>

                    9.4 REMOVAL OF LEGEND.  In the event that the Company  shall
          receive  an opinion of its  counsel  or counsel of the  holder,  which
          opinion is  reasonably  acceptable to it, that, in the opinion of such
          counsel,  such legend is not, or is no longer,  necessary  or required
          (including,  without  limitation,  because of the  availability of the
          exemption afforded by Rule 144 of the General Rules and Regulations of
          the Securities and Exchange  Commission),  the Company shall, or shall
          instruct its transfer  agents and  registrars  to,  remove such legend
          from the  certificates  evidencing the  Restricted  Stock or issue new
          certificates  without such legend in lieu  thereof.  The Company shall
          also remove the legend if the Underlying Stock has been registered for
          resale with the SEC.

          10.  PARTIAL  EXERCISE  AND  PARTIAL  ASSIGNMENT.  If this  Warrant be
exercised  in part only,  the holder  hereof  shall be entitled to receive a new
Warrant covering the number of shares in respect of which this Warrant shall not
have been  exercised  as provided  in  paragraph  1 hereof.  If this  Warrant is
partially assigned, this Warrant shall be surrendered at the principal office of
the Company (with the partial  assignment form at the end hereof duly executed),
and thereupon a new Warrant  shall be issued to the holder  hereof  covering the
number of shares not  assigned  and setting  forth the  proportionate  Aggregate
Warrant  Price  applicable  to such shares not  assigned.  The  assignee of such
partial  assignment  of this  Warrant  shall also be  entitled  to receive a new
Warrant  covering  the  number of  shares  so  assigned  and  setting  forth the
proportionate Aggregate Warrant Price applicable to such assigned shares.

          11. REGISTRATION  RIGHTS. A holder of a Warrant is entitled to any and
all  applicable  registration  rights as set forth in that certain  Registration
Rights  Agreement,  dated  March 5, 2007,  relating  to the Common  Stock of the
Company and this and other Warrants.

          12.  LOST,  STOLEN  WARRANTS,  ETC.  In  case  any  Warrant  shall  be
mutilated,  stolen or  destroyed,  the  Company  may issue a new Warrant of like
date,  tenor and  denomination and deliver the same in exchange and substitution
for and upon surrender and cancellation of any mutilated Warrant,  or in lieu of
any Warrant  lost,  stolen or  destroyed,  upon  receipt of evidence  reasonably
satisfactory  to the Company of the loss,  theft or destruction of such Warrant,
and upon receipt of customary indemnity reasonably satisfactory to the Company.

          13. WARRANT HOLDER NOT SHAREHOLDER.  This Warrant does not confer upon
the holder  hereof  any right to vote or to  consent  or to receive  notice as a
shareholder of the Company,  as such, in respect of any matters  whatsoever,  or
any other rights or liabilities as a shareholder,  prior to the exercise  hereof
as hereinbefore provided.

          14.  SEVERABILITY.  Should any part of this  Warrant for any reason be
declared  invalid,  such decision shall not affect the validity of any remaining
portion,  which  remaining  portion  shall remain in force and effect as if this
Warrant had been executed with the invalid portion thereof eliminated, and it is
hereby  declared  the  intention  of the  parties  hereto  that they  would have
executed and accepted the remaining  portion of this Warrant  without  including
therein any such part, parts or portion which may, for any reason,  be hereafter
declared invalid.

                                       13
<PAGE>

          15. NOTICE. All notices and other communications required or permitted
to be given under any Agreement shall be deemed given when personally  delivered
or sent by certified mail, return receipt requested,  postage prepaid, overnight
delivery or confirmed  facsimile  transmission  to the parties at the  following
address or fax number:

                  To the Company at:

                           ATC Healthcare, Inc.
                           1983 Marcus Avenue
                           Lake Success, NY  11042
                           Attention:  Chief Financial Officer
                           Facsimile:  (516) 750-1754

                  With a copy to:

                           David J. Hirsch, Esquire
                           Keevican Weiss Bauerle & Hirsch LLC
                           11th Floor, Federated Investors Tower
                           1001 Liberty Avenue
                           Pittsburgh, PA  15222
                           Facsimile:  (412) 355-2609

                  To the Purchaser at:

                           The address set forth in the Purchase Agreement under
                           which the  Purchaser  acquired,  among other  things,
                           this Warrant.

or, as to either party or any subsequent  holder of this Warrant,  to such other
address and/or  facsimile  number as such party  designates by written notice to
the other party or parties.

          16. CERTAIN DEFINITIONS.

                    (a) "BUSINESS DAY" means any day other than Saturday, Sunday
          or  other  day on which  commercial  banks in The City of New York are
          authorized or required by law to remain closed.

                    (b) "DTC" means The  Depository  Trust  Company and its Fast
          Automated Securities Transfer Program.

                    (c)  "PERSON"  means  an  individual,  a  limited  liability
          company, a partnership,  a joint venture,  a corporation,  a trust, an
          unincorporated  association,  any other entity and a government or any
          department or agency thereof.

                                       14
<PAGE>

                    (d)  "REQUIRED  HOLDERS"  means the holders of the  Warrants
          representing at least a majority of shares of the Underlying Stock.

                    (e) "VWAP" means,  for any date, the price determined by the
          first of the following  clauses that applies:  (a) if the Common Stock
          is then  listed or  quoted on a  Principal  Market,  the daily  volume
          weighted  average  price of the  Common  Stock  for such  date (or the
          nearest  preceding  date) on the Principal  Market on which the Common
          Stock is then listed or quoted as reported by Bloomberg L.P. (based on
          a Trading Day from 9:30 a.m.  New York City time to 4:02 p.m. New York
          City time);  (b) if the OTC Bulletin Board is not a Principal  Market,
          the volume  weighted  average  price of the Common Stock for such date
          (or the nearest  preceding date) on the OTC Bulletin Board; (c) if the
          Common  Stock is not then listed or quoted on the OTC  Bulletin  Board
          and if prices  for the  Common  Stock are then  reported  in the "Pink
          Sheets"  published by Pink Sheets,  LLC (or a similar  organization or
          agency  succeeding  to its  functions of reporting  prices),  the most
          recent bid price per share of the Common Stock so reported;  or (d) in
          all other  cases,  the fair market value of a share of Common Stock as
          determined by an independent  appraiser  selected in good faith by the
          Purchaser  and  reasonably  acceptable  to the  Company,  the fees and
          expenses of which shall be paid by the Company.

                    (f) "WEIGHTED  AVERAGE PRICE" means,  for any security as of
          any date, the dollar  volume-weighted  average  closing price for such
          security on the Principal Market during the immediately  preceding ten
          (10) business days,  or, if the foregoing  does not apply,  the dollar
          volume-weighted   average  closing  price  of  such  security  in  the
          over-the-counter  market  on the  electronic  bulletin  board for such
          security during the  immediately  preceding ten (10) business days, as
          reported  by  Bloomberg,  or,  if no  dollar  volume-weighted  average
          closing  price is reported for such security by Bloomberg for such ten
          (10) day period,  the average of the highest closing bid price and the
          lowest closing ask price of any of the market makers for such security
          as reported  in the "pink  sheets" by Pink  Sheets LLC  (formerly  the
          National Quotation Bureau,  Inc.) for such ten (10) day period. If the
          Weighted  Average Price cannot be calculated for such security on such
          date on any of the foregoing bases, the Weighted Average Price of such
          security  on such  date  shall be the fair  market  value as  mutually
          determined  by  the  Company  and  the  Required  Holders.   All  such
          determinations shall be appropriately adjusted for any share dividend,
          share split or other similar transaction during such period.

          18. CALL OPTION.

                    18.1 OPTION TO CALL  WARRANT.  The Company shall be entitled
          to call this Warrant if the Company's Stock trades at or above One and
          35/100 Dollars ($1.35) (as adjusted for any stock  dividends,  splits,
          combinations,  recapitalizations  and the  like  with  respect  to the
          Stock) for twenty (20) out of thirty  (30)  consecutive  Trading  Days
          with a daily trading volume of over 150,000 shares on at least fifteen
          (15) Trading Days of that thirty (30) consecutive  Trading Day period,
          and  there is an  effective  registration  statement  registering  the
          shares of Common Stock  purchased by the Purchaser  under the Purchase
          Agreement  (or those  shares can be sold by the  Purchaser  under Rule
          144(k)  promulgated  under the Securities Act of 1933, as amended) and
          registering the shares of Common Stock purchasable under this Warrant.

                    18.2 CALL PRICE.  The call price for this  Warrant  shall be
          One Cent ($0.01) multiplied by the Warrant Number then in effect.

                                       15
<PAGE>

                    18.3  NOTICE.  Notice of a call of this  Warrant  under this
          Section 18 shall be mailed by overnight courier and by fax,  addressed
          to the holder.  The notice shall state, as appropriate,  the following
          and may contain such other information as the Company deems advisable:
          (a) the call date,  which shall be at least thirty (30) days after the
          "notice date" as defined  herein (b) the aggregate  call price for the
          Warrant, and (c) the place where the Warrant is to be surrendered. The
          "notice  date"  shall be the date such  notice is  mailed.  Any notice
          mailed as provided in this Section 18.3 shall be conclusively presumed
          to have been duly  given,  whether  or not the  holder  receives  such
          notice.

                    18.4  EFFECTIVENESS  OF CALL.  If  notice of the call of the
          Warrant has been duly given then, notwithstanding that the Warrant has
          not been surrendered for cancellation, on and after the call date this
          Warrant shall cease to be  outstanding  and all rights with respect to
          this Warrant shall  forthwith on such notice date cease and terminate,
          except  only the right of the  holder  hereof to  receive  the  amount
          payable on such call without interest.

          19. MISCELLANEOUS.


                    (a) All questions  concerning  the  construction,  validity,
          enforcement and  interpretation of this Warrant shall be determined in
          accordance with the provisions of the Purchase Agreement.

                    (b) The agreements  which are contained herein shall survive
          the exercise of this Warrant to the extent applicable thereafter.

                    (c) If the  last or  appointed  day for  the  taking  of any
          action or the expiration of any right required or granted herein shall
          not be a Business Day, then such action may be taken or such right may
          be exercised on the next succeeding Business Day.

                    (d) No provision  hereof,  in the absence of any affirmative
          action by  Purchaser  to exercise  this  Warrant to  purchase  Warrant
          Shares,  and no  enumeration  herein of the  rights or  privileges  of
          Purchaser,  shall give rise to any  liability of the Purchaser for the
          purchase price of any Common Stock or as a stockholder of the Company,
          whether  such  liability is asserted by the Company or by creditors of
          the Company.

                    (e) Purchaser, in addition to being entitled to exercise all
          rights granted by law, including recovery of damages, will be entitled
          to specific  performance of its rights under this Warrant. The Company
          agrees that monetary  damages would not be adequate  compensation  for
          any loss  incurred  by reason of a breach by it of the  provisions  of
          this Warrant and hereby  agrees to waive and not to assert the defense
          in any action for specific  performance  that a remedy at law would be
          adequate.

                    (f) Subject to applicable  securities laws, this Warrant and
          the rights and obligations evidenced hereby shall inure to the benefit
          of  and  be  binding  upon  the  successors  of the  Company  and  the
          successors and permitted  assigns of the Purchaser.  The provisions of
          this  Warrant are  intended to be for the benefit of all holders  from
          time to time of this  Warrant  and  shall be  enforceable  by any such
          holder or holder of Warrant Shares.

                    (g)  This   Warrant  may  be  modified  or  amended  or  the
          provisions hereof
waived with the written consent of the Company and the Purchaser.

                    (i)  The   headings   used  in  this  Warrant  are  for  the
          convenience  of  reference  only and shall not,  for any  purpose,  be
          deemed a part of this Warrant.







                  *********SIGNATURE PAGE FOLLOWS*************


                                       16
<PAGE>







         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer as of the day and year first set forth above.


                               ATC HEALTHCARE, INC.



                               By:    /s/ David Savitsky
                               ------------------------------
                                      David Savitsky
                                      Chief Executive Officer




                                       17
<PAGE>




                                   ASSIGNMENT

FOR  VALUE  RECEIVED   ___________________________  hereby  sells,  assigns  and
transfers  unto  _______________________  the  within  Warrant  and  all  rights
evidenced    thereby    and   does    irrevocably    constitute    and   appoint
__________________________,  attorney, to transfer the said Warrant on the books
of the within named Company.



__________________________________

By________________________________

Its_______________________________

Dated:  __________________________



<PAGE>




                               PARTIAL ASSIGNMENT

FOR VALUE  RECEIVED  ______________________________  hereby  sells,  assigns and
transfers  unto  _______________________________  that  portion  of  the  within
Warrant and the rights  evidenced  thereby which will an the date hereof entitle
the  holder  to  purchase  __________  shares  of  Class A  Common  Stock of ATC
Healthcare,   Inc.,   and  does  hereby   irrevocably   constitute  and  appoint
__________________________,  attorney, to transfer that part of the said Warrant
on the books of the within named Company.



_________________________________

By_______________________________

Its______________________________

Dated:  _________________________


<PAGE>




                                 EXERCISE NOTICE

(To be completed  and signed only upon an exercise of the Warrant in whole or in
part)

TO:      ATC Healthcare, Inc.:

The undersigned,  the holder of the attached Warrant,  hereby irrevocably elects
to exercise the purchase  right  represented by the Warrant for, and to purchase
thereunder,  ______  shares  of Class A Common  Stock (or  other  securities  or
property),  and herewith  makes  payment of  $____________  therefor in cash, by
certified  or  official  bank  check or such  other  form of  payment  as may be
permitted under the Warrant. OR

[if  permitted]  the  cancellation  of  such  number  of  Warrant  Shares  as is
necessary,  in  accordance  with the formula set forth in  subsection  1(b),  to
exercise  this  Warrant  with  respect to the maximum  number of Warrant  Shares
purchasable  pursuant to the cashless exercise procedure set forth in subsection
1(b).



The undersigned  hereby requests that the  Certificate(s) for such securities be
issued in the name(s) and delivered to the address(es) as follows:

Name:_________________________________________________

Address:______________________________________________

Social Security Number: ______________________________

Deliver to: __________________________________________

Address:______________________________________________

OR

The Warrant Shares shall be delivered to the following DWAC Account Number:

                          ____________________________

                          ____________________________

                          ____________________________




If the  foregoing  Exercise  Notice  evidences  an  exercise  of the  Warrant to
purchase fewer than all of the Shares (or other securities or property) to which
the undersigned is entitled under such Warrant,  please issue a new Warrant,  of
like  date and  tenor,  for the  remaining  portion  of the  Warrant  (or  other
securities or property) in the name(s),  and deliver the same to the  address(e'
s), as follows:
Name:_______________________________

Address:____________________________

DATED:_______________________, 200__

              >

------------------------------------------------------------------------------
(Social Security or Taxpayer Identification        (Name of Holder)
         Number of Holder)


---------------------------------------------
(Signature of Holder or Authorized Signatory)