Exhibit 4.4


                          REGISTRATION RIGHTS AGREEMENT

           REGISTRATION RIGHTS AGREEMENT (this  "Agreement"),  dated as of April
19, 2004 by and between ATC HEALTHCARE,  INC., a Delaware corporation,  with its
principal  office  located at 1983  Marcus  Avenue Lake  Success,  New York (the
"Company"),  and CORNELL CAPITAL  PARTNERS,  LP, a Delaware limited  partnership
(the "Investor").

           WHEREAS:

           A. In connection  with the Standby Equity  Distribution  Agreement by
and  between the  parties  hereto of even date  herewith  (the  "Standby  Equity
Distribution Agreement"),  the Company has agreed, upon the terms and subject to
the conditions of the Standby Equity Distribution  Agreement,  to issue and sell
to the Investor  that number of shares of the  Company's  Class A common  stock,
$.01 par value per share (the "Common Stock"),  which can be purchased  pursuant
to the terms of the  Standby  Equity  Distribution  Agreement  for an  aggregate
purchase price of up to Five Million Dollars ($5,000,000). Capitalized terms not
defined  herein  shall have the meaning  ascribed to them in the Standby  Equity
Distribution Agreement.

           B. To induce the  Investor to execute and deliver the Standby  Equity
Distribution  Agreement,  the Company has agreed to provide certain registration
rights  under  the  Securities  Act of  1933,  as  amended,  and the  rules  and
regulations  thereunder,  or any similar  successor statute  (collectively,  the
"1933 Act"), and applicable state securities laws.

           NOW,  THEREFORE,  in  consideration  of the  premises  and the mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the Company and the
Investor hereby agree as follows:

           1. DEFINITIONS.

           As used  in this  Agreement,  the  following  terms  shall  have  the
following meanings:

                      a.  "Person"  means a  corporation,  a  limited  liability
company,  an  association,  a  partnership,  an  organization,  a  business,  an
individual,  a governmental or political  subdivision  thereof or a governmental
agency.

                      b. "Register," "registered," and "registration" refer to a
registration   effected  by  preparing  and  filing  one  or  more  Registration
Statements  (as defined  below) in compliance  with the 1933 Act and pursuant to
Rule 415  under  the 1933  Act or any  successor  rule  providing  for  offering
securities on a continuous or delayed basis ("Rule 415"), and the declaration or
ordering of effectiveness of such Registration Statement(s) by the United States
Securities and Exchange Commission (the "SEC").

                      c.  "Registrable  Securities"  means  the  shares  of  the
Company's Common Stock issuable upon conversion of the  Compensation  Debenture,
as defined in the Standby  Equity  Distribution  Agreement  and shares of Common
Stock  issuable  to  Investors  pursuant  to  the  Standby  Equity  Distribution
Agreement.

<PAGE>

                      d. "Registration Statement" means a registration statement
under the 1933 Act which covers the Registrable Securities.

           2. REGISTRATION.

                      a. Mandatory  Registration.  The Company shall prepare and
file with the SEC a  Registration  Statement on Form S-1,  SB-2 or on such other
form as is available.  The Company shall cause such Registration Statement to be
declared  effective  by the SEC prior to the first sale to the  Investor  of the
Company's Common Stock pursuant to the Standby Equity Distribution Agreement.

                      b. Sufficient  Number of Shares  Registered.  In the event
the number of shares available under a Registration  Statement filed pursuant to
Section 2(a) is insufficient to cover all of the  Registrable  Securities  which
the  Investor  has  purchased  pursuant  to  the  Standby  Equity   Distribution
Agreement,  the Company shall amend the  Registration  Statement,  or file a new
Registration  Statement (on the short form available therefore,  if applicable),
or both, so as to cover all of such  Registrable  Securities  which the Investor
has purchased pursuant to the Standby Equity  Distribution  Agreement as soon as
practicable,  but in any event  not  later  than  fifteen  (15)  days  after the
necessity  therefore arises. The Company shall use it best efforts to cause such
amendment  and/or new  Registration  Statement  to become  effective  as soon as
practicable  following  the  filing  thereof.  For  purposes  of  the  foregoing
provision,  the number of shares available under a Registration  Statement shall
be deemed  "insufficient  to cover all of the Registrable  Securities" if at any
time the number of Registrable  Securities issuable on an Advance Notice Date is
greater than the number of shares  available for resale under such  Registration
Statement.

           3. RELATED OBLIGATIONS.

                      a.  The  Company  shall  keep the  Registration  Statement
effective pursuant to Rule 415 at all times until the date on which the Investor
shall have sold all the  Registrable  Securities  covered  by such  Registration
Statement or in the event there are no Advance Notices,  as this term is defined
in the Standby Equity Distribution Agreement, if the Standby Equity Distribution
Agreement  is  terminated  (the  "Registration   Period"),   which  Registration
Statement  (including  any amendments or  supplements  thereto and  prospectuses
contained  therein) shall not contain any untrue statement of a material fact or
omit to state a material  fact  required to be stated  therein,  or necessary to
make the statements  therein,  in light of the  circumstances in which they were
made, not misleading.

                      b. The  Company  shall  prepare and file with the SEC such
amendments   (including   post-effective   amendments)   and  supplements  to  a
Registration   Statement  and  the  prospectus  used  in  connection  with  such
Registration  Statement,  which  prospectus is to be filed  pursuant to Rule 424
promulgated  under the 1933 Act, as may be necessary  to keep such  Registration
Statement  effective at all times during the  Registration  Period,  and, during
such  period,  comply with the  provisions  of the 1933 Act with  respect to the
disposition  of all  Registrable  Securities  of the  Company  covered  by  such
Registration  Statement  until such time as all of such  Registrable  Securities
shall  have  been  disposed  of in  accordance  with  the  intended  methods  of
disposition by the seller or sellers  thereof as set forth in such  Registration
Statement. In the case of amendments and supplements to a Registration Statement


                                       2
<PAGE>

which are required to be filed pursuant to this Agreement (including pursuant to
this Section  3(b)) by reason of the  Company's  filing a report on Form 10-KSB,
Form 10-QSB or Form 8-K or any analogous  report under the  Securities  Exchange
Act of 1934, as amended (the "1934 Act"),  the Company  shall have  incorporated
such report by reference into the  Registration  Statement,  if  applicable,  or
shall file such amendments or supplements  with the SEC on the same day on which
the 1934 Act report is filed which  created the  requirement  for the Company to
amend or supplement the Registration Statement.

                      c. The  Company  shall  furnish  to the  Investor  without
charge,  (i) at  least  one  copy of such  Registration  Statement  as  declared
effective  by  the  SEC  and  any  amendment(s)  thereto,   including  financial
statements and schedules,  all documents incorporated therein by reference,  all
exhibits  and each  preliminary  prospectus,  (ii) ten (10)  copies of the final
prospectus  included  in such  Registration  Statement  and all  amendments  and
supplements  thereto  (or such  other  number  of copies  as such  Investor  may
reasonably  request)  and  (iii)  such  other  documents  as such  Investor  may
reasonably  request from time to time in order to facilitate the  disposition of
the Registrable Securities owned by such Investor.

                      d. The Company  shall use its best efforts to (i) register
and qualify the Registrable Securities covered by a Registration Statement under
such other  securities  or "blue sky" laws of such  jurisdictions  in the United
States as the Investor  reasonably requests on the date hereof, (ii) prepare and
file  in  those  jurisdictions,   such  amendments   (including   post-effective
amendments) and supplements to such  registrations and  qualifications as may be
necessary to maintain the effectiveness  thereof during the Registration Period,
(iii) take such other actions as may be necessary to maintain such registrations
and  qualifications in effect at all times during the Registration  Period,  and
(iv) take all other  actions  reasonably  necessary  or advisable to qualify the
Registrable Securities for sale in such jurisdictions;  provided,  however, that
the  Company  shall not be required in  connection  therewith  or as a condition
thereto to (w) make any change to its certificate of  incorporation  or by-laws,
(x) qualify to do business in any  jurisdiction  where it would not otherwise be
required to qualify but for this  Section  3(d),  (y) subject  itself to general
taxation in any such  jurisdiction,  or (z) file a general consent to service of
process in any such jurisdiction. The Company shall promptly notify the Investor
of the receipt by the Company of any notification with respect to the suspension
of the registration or  qualification  of any of the Registrable  Securities for
sale under the securities or "blue sky" laws of any  jurisdiction  in the United
States or its  receipt  of  actual  notice  of the  initiation  or threat of any
proceeding for such purpose.

                      e. As promptly as practicable after becoming aware of such
event or  development,  the  Company  shall  promptly  prepare a  supplement  or
amendment to such  Registration  Statement  to correct such untrue  statement or
omission,  and deliver ten (10) copies of such  supplement  or amendment to each
Investor.  The Company  shall also  promptly  notify the Investor in writing (i)
when a prospectus or any prospectus  supplement or post-effective  amendment has
been filed, and when a Registration  Statement or any  post-effective  amendment
has become effective  (notification of such effectiveness  shall be delivered to
the Investor by facsimile  on the same day of such  effectiveness),  (ii) of any
request by the SEC for amendments or supplements to a Registration  Statement or
related prospectus , and (iii) of the Company's reasonable  determination that a
post-effective amendment to a Registration Statement would be appropriate.


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<PAGE>

                      f. The Company  shall use its best  efforts to prevent the
issuance  of  any  stop  order  or  other   suspension  of  effectiveness  of  a
Registration  Statement,  or the suspension of the  qualification  of any of the
Registrable  Securities for sale in any jurisdiction within the United States of
America and, if such an order or suspension is issued,  to obtain the withdrawal
of such order or  suspension at the earliest  possible  moment and to notify the
Investor of the issuance of such order and the resolution thereof or its receipt
of actual notice of the initiation or threat of any proceeding for such purpose.

                      g. At the reasonable request of the Investor,  the Company
shall  furnish  to  the  Investor,  on the  date  of  the  effectiveness  of the
Registration  Statement  and  thereafter  from time to time on such dates as the
Investor may  reasonably  request,  so long as the standby  equity  Distribution
Agreement  has not been  terminated  (i) a letter,  dated  such  date,  from the
Company's  independent  certified public accountants in form and substance as is
customarily given by independent certified public accountants to underwriters in
an underwritten public offering,  and (ii) an opinion, dated as of such date, of
counsel representing the Company for purposes of such Registration Statement, in
form,  scope and substance as is  customarily  given in an  underwritten  public
offering, addressed to the Investor.

                      h. The Company shall hold in  confidence  and not make any
disclosure of information concerning the Investor provided to the Company unless
(i) disclosure of such  information is necessary to comply with federal or state
securities  laws, (ii) the disclosure of such  information is necessary to avoid
or correct a misstatement or omission in any Registration  Statement,  (iii) the
release of such  information  is ordered  pursuant to a subpoena or other final,
non-appealable   order  from  a  court  or   governmental   body  of   competent
jurisdiction,  or (iv) such information has been made generally available to the
public other than by  disclosure  in  violation  of this  Agreement or any other
agreement.  The Company agrees that it shall,  upon learning that  disclosure of
such  information  concerning  the  Investor  is  sought  in  or by a  court  or
governmental body of competent  jurisdiction or through other means, give prompt
written  notice  to the  Investor  and  allow the  Investor,  at the  Investor's
expense, to undertake  appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.

                      i. The Company shall use its best efforts  either to cause
all the  Registrable  Securities  covered by a Registration  Statement (i) to be
listed on 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  Securities is then permitted under the rules of such exchange or to
secure the  inclusion for  quotation on the National  Association  of Securities
Dealers,  Inc. OTC Bulletin Board for such Registrable  Securities.  The Company
shall pay all fees and expenses in connection  with  satisfying  its  obligation
under this Section 3(j).

                      j. The Company  shall  cooperate  with the Investor to the
extent  applicable,  to  facilitate  the  timely  preparation  and  delivery  of
certificates (not bearing any restrictive  legend)  representing the Registrable
Securities to be offered  pursuant to a  Registration  Statement and enable such


                                       4
<PAGE>

certificates to be in such denominations or amounts,  as the case may be, as the
Investor may reasonably request and registered in such names as the Investor may
request.

                      k. The  Company  shall  make  generally  available  to its
security holders as soon as practical, but not later than ninety (90) days after
the  close  of the  period  covered  thereby,  an  earnings  statement  (in form
complying  with the  provisions  of Rule 158  under  the 1933  Act)  covering  a
twelve-month  period  beginning  not later  than the first day of the  Company's
fiscal quarter next following the effective date of the Registration Statement.

                      l. The Company  shall  otherwise  use its best  efforts to
comply with all applicable  rules and  regulations of the SEC in connection with
any registration hereunder.

                      m.  Within  two (2)  business  days  after a  Registration
Statement which covers  Registrable  Securities is ordered effective by the SEC,
the Company  shall  deliver,  and shall  cause legal  counsel for the Company to
deliver,  to the transfer agent for such Registrable  Securities (with copies to
the Investor)  confirmation that such  Registration  Statement has been declared
effective by the SEC.

           4. OBLIGATIONS OF THE INVESTOR.

           The Investor agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 3(f) or the first
sentence of 3(e),  the Investor  will  immediately  discontinue  disposition  of
shares of the Company's Common Stock pursuant to any  Registration  Statement(s)
covering such Registrable  Securities until the Investor's receipt of the copies
of the  supplemented  or amended  prospectus  contemplated  by  Section  3(e) or
receipt of notice that no supplement  or amendment is required.  Notwithstanding
anything to the contrary,  the Company shall cause its transfer agent to deliver
unrestricted  shares  of  Common  Stock  to the  Escrow  Agent  via  D.W.A.C  in
accordance with the terms of the Standby Equity  Distribution  Agreement and the
Escrow  Agreement in connection  with any sale of  Registrable  Securities  with
respect to which the  Investor has entered into a contract for sale prior to the
Investor's receipt of a notice from the Company of the happening of any event of
the kind  described in Section 3(f) or the first  sentence of 3(e) and for which
the  Investor  has not yet  settled,  provided  that the  Company  shall  not be
obligated  to deliver  shares of Common  Stock if it  reasonably  believes  such
delivery  would be in  violation  of the law or  would  expose  it to  potential
liability.  The Company  shall  provide to the Investor  written  notice of such
inability to deliver shares of the Company's Common Stock. In the event that the
Company  is unable to  deliver  shares of Common  Stock  because  it  reasonably
believes  such  delivery  would be in violation of the law or would expose it to
potential  liability the Company shall cure such event and/or  occurrence  which
gives rise to the Company's  inability to deliver shares of the Company's Common
Stock within thirty (30) business days of such discovery.

           5. EXPENSES OF REGISTRATION.

           All expenses  incurred in connection with  registrations,  filings or
qualifications pursuant to Sections 2 and 3, including,  without limitation, all
registration,  listing and qualifications fees,  printers,  legal and accounting
fees shall be paid by the Company.


                                       5
<PAGE>

           6. REPORTS UNDER THE 1934 ACT.

           With a view to making  available to the Investor the benefits of Rule
144 promulgated  under the 1933 Act or any similar rule or regulation of the SEC
that may at any time permit the  Investors to sell  securities of the Company to
the public  without  registration  ("Rule  144") so long as the  Investor  holds
Registrable Securities the Company agrees to:

                      a. make and keep public  information  available,  as those
terms are understood and defined in Rule 144;

                      b. file with the SEC in a timely  manner all  reports  and
other  documents  required of the Company under the 1933 Act and the 1934 Act so
long as the Company remains subject to such  requirements  (it being  understood
that nothing herein shall limit the Company's  obligations  under Section 6.3 of
the Standby  Equity  Distribution  Agreement) and the filing of such reports and
other documents is required for the applicable provisions of Rule 144; and

                      c. furnish to the Investor  promptly upon  request,  (i) a
copy of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company,  and (ii) such other  information
as may be  reasonably  requested to permit the Investor to sell such  securities
pursuant to Rule 144 without registration.

           7. AMENDMENT OF REGISTRATION RIGHTS.

           Provisions  of this  Agreement  may be  amended  and  the  observance
thereof may be waived (either  generally or in a particular  instance and either
retroactively or prospectively), only by a written agreement between the Company
and the  Investor.  Any  amendment or waiver  effected in  accordance  with this
Section 9 shall be binding upon the Investor and the Company.  No  consideration
shall be  offered  or paid to any  Person  to amend or  consent  to a waiver  or
modification  of  any  provision  of any  of  this  Agreement  unless  the  same
consideration also is offered to all of the parties to this Agreement.

           8. MISCELLANEOUS.

                      a. Any notices,  consents, waivers or other communications
required or permitted to be given under the terms of this  Agreement  must be in
writing  and will be deemed  to have  been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending party); or (iii) one business day after deposit with
a  nationally  recognized  overnight  delivery  service,  in each case  properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:


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<PAGE>

If to the Company, to:          ATC Healthcare, Inc.
                                1983 Marcus Avenue
                                Lake Success, NY 11042
                                Attention: Andrew Reiben
                                Telephone: (516) 750-1600
                                Facsimile:       (516) 750-1754

                                DKW Law Group, LLC
With a copy to:                 US Steel Tower - 58th Floor
                                600 Grant Street
                                Pittsburg, PA 15219
                                Attention: David Hirsch, Esq.
                                Telephone: (412) 355-2960
                                Facsimile: (412) 355-2609

If to the Investor, to:         Cornell Capital Partners, LP
                                101 Hudson Street - Suite 3606
                                Jersey City, New Jersey 07302
                                Attention: Mark Angelo
                                           Portfolio Manager
                                Telephone: (201) 985-8300
                                Facsimile: (201) 985-8266

With copy to:                   Butler Gonzalez LLP
                                1416 Morris Avenue - Suite 207
                                Union, New Jersey 07083
                                Attention: David Gonzalez, Esq.
                                Telephone: (908) 810-8588
                                Facsimile: (908) 810-0973

Any party may  change  its  address  by  providing  written  notice to the other
parties  hereto at least five days prior to the  effectiveness  of such  change.
Written  confirmation  of receipt  (A) given by the  recipient  of such  notice,
consent,  waiver or other  communication,  (B)  mechanically  or  electronically
generated by the sender's facsimile machine containing the time, date, recipient
facsimile  number  and an image of the first  page of such  transmission  or (C)
provided by a courier or overnight courier service shall be rebuttable  evidence
of  personal  service,  receipt  by  facsimile  or  receipt  from  a  nationally
recognized  overnight  delivery  service in accordance  with clause (i), (ii) or
(iii) above, respectively.

                      b.  Failure of any party to  exercise  any right or remedy
under this Agreement or otherwise,  or delay by a party in exercising such right
or remedy, shall not operate as a waiver thereof.

                      c.  The  corporate  laws of the  State of  Delaware  shall
govern  all  issues  concerning  the  relative  rights  of the  Company  and the
Investor. All other questions concerning the construction, validity, enforcement
and  interpretation  of this Agreement shall be governed by the internal laws of


                                       7
<PAGE>

the State of New Jersey,  without giving effect to any choice of law or conflict
of law  provision  or rule  (whether  of the  State of New  Jersey  or any other
jurisdiction)  that would cause the application of the laws of any  jurisdiction
other than the State of New Jersey. Each party hereby irrevocably submits to the
non-exclusive  jurisdiction  of the Superior  Courts of the State of New Jersey,
sitting in Hudson  County,  New Jersey and the  Federal  District  Court for the
District of New Jersey sitting in Newark,  New Jersey,  for the  adjudication of
any  dispute  hereunder  or in  connection  herewith  or  with  any  transaction
contemplated  hereby or discussed herein,  and hereby  irrevocably  waives,  and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or  proceeding  is  brought in an  inconvenient  forum or that the venue of such
suit,  action or proceeding is improper.  Each party hereby  irrevocably  waives
personal  service of process and  consents to process  being  served in any such
suit,  action or  proceeding  by  mailing a copy  thereof  to such  party at the
address for such notices to it under this Agreement and agrees that such service
shall  constitute  good and  sufficient  service of process and notice  thereof.
Nothing  contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. If any provision of this Agreement shall
be  invalid  or   unenforceable   in  any   jurisdiction,   such  invalidity  or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder  of  this   Agreement  in  that   jurisdiction   or  the  validity  or
enforceability  of any  provision of this  Agreement in any other  jurisdiction.
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.

                      d.  This  Agreement,   the  Standby  Equity   Distribution
Agreement,  the Escrow Agreement,  the Compensation Debenture (as defined in the
Standby  Equity  Distribution  Agreement)  and  the  Placement  Agent  Agreement
constitute  the entire  agreement  among the parties  hereto with respect to the
subject  matter  hereof  and  thereof.  There  are  no  restrictions,  promises,
warranties or undertakings, other than those set forth or referred to herein and
therein. This Agreement,  the Standby Equity Distribution Agreement,  the Escrow
Agreement,  the  Compensation  Debenture  (as  defined  in  the  Standby  Equity
Distribution  Agreement) and the Placement Agent  Agreement  supersede all prior
agreements  and  understandings  among the parties  hereto  with  respect to the
subject matter hereof and thereof.

                      e. This  Agreement  shall  inure to the  benefit of and be
binding upon the permitted successors and assigns of each of the parties hereto.

                      f. The headings in this  Agreement are for  convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

                      g.  This   Agreement   may  be   executed   in   identical
counterparts,  each of which shall be deemed an original  but all of which shall
constitute one and the same agreement. This Agreement, once executed by a party,
may be delivered to the other party hereto by facsimile  transmission  of a copy
of this  Agreement  bearing  the  signature  of the  party  so  delivering  this
Agreement.


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<PAGE>

                      h. Each party  shall do and  perform,  or cause to be done
and performed,  all such further acts and things,  and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

                      i. The language used in this  Agreement  will be deemed to
be the  language  chosen by the parties to express  their  mutual  intent and no
rules of strict construction will be applied against any party.

                      j. This  Agreement  is  intended  for the  benefit  of the
parties hereto and their respective permitted successors and assigns, and is not
for the  benefit  of, nor may any  provision  hereof be  enforced  by, any other
Person.



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<PAGE>


           IN WITNESS WHEREOF,  the parties have caused this Registration Rights
Agreement to be duly executed as of day and year first above written.


                                            COMPANY:
                                            ATC HEALTHCARE, INC.

                                            By: /s/ Andrew Reiben
                                                ---------------------------
                                            Name:   Andrew Reiben
                                            Title:  Chief Financial Officer


                                            INVESTOR:
                                            CORNELL CAPITAL PARTNERS, LP

                                            By:     Yorkville Advisors, LLC
                                            Its:    General Partner

                                            By: /s/ Mark Angelo
                                                ---------------------------
                                            Name:   Mark Angelo
                                            Title:  Portfolio Manager




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<PAGE>

                                                                       EXHIBIT A

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT


INSERT

Attention:

       Re: ATC HEALTHCARE, INC.


Ladies and Gentlemen:

           We are counsel to ATC Healthcare,  Inc., a Delaware  corporation (the
"Company"),  and have  represented  the Company in connection  with that certain
Standby  Equity   Distribution   Agreement  (the  "Standby  Equity  Distribution
Agreement")  entered  into  by and  between  the  Company  and  Cornell  Capital
Partners,  LP (the  "Investor")  pursuant  to which  the  Company  issued to the
Investor  shares of its  Class A Common  Stock,  $.01 par  value per share  (the
"Common  Stock").  Pursuant to the Standby Equity  Distribution  Agreement,  the
Company also has entered into a Registration  Rights Agreement with the Investor
(the  "Registration  Rights  Agreement")  pursuant to which the Company  agreed,
among other things,  to register the  Registrable  Securities (as defined in the
Registration Rights Agreement) under the Securities Act of 1933, as amended (the
"1933 Act"). In connection with the Company's obligations under the Registration
Rights  Agreement,  on  ____________  ____,  the  Company  filed a  Registration
Statement  on Form  ________  (File No.  333-_____________)  (the  "Registration
Statement") with the Securities and Exchange  Commission (the "SEC") relating to
the  Registrable  Securities  which names the Investor as a selling  stockholder
thereunder.

           In connection with the foregoing,  we advise you that a member of the
SEC's  staff has  advised  us by  telephone  that the SEC has  entered  an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME
OF  EFFECTIVENESS]  on [ENTER DATE OF  EFFECTIVENESS]  and we have no knowledge,
after  telephonic  inquiry of a member of the SEC's  staff,  that any stop order
suspending its  effectiveness  has been issued or that any  proceedings for that
purpose  are  pending  before,  or  threatened  by, the SEC and the  Registrable
Securities  are  available  for  resale  under  the  1933  Act  pursuant  to the
Registration Statement.

                                                 Very truly yours,


                                                 By:
                                                     ---------------------------

cc:  CORNELL CAPITAL PARTNERS, LP