Exhibit 10.1

                              EMPLOYMENT AGREEMENT
                              --------------------

     Employment Agreement,  dated as of and effective June 19, 2007, and between
ATC HEALTHCARE INC., a Delaware  Corporation ("ATC" or the  "Corporation"),  and
David Kimbell who resides at 11440 Robert Stephens Drive,  Fairfax  Station,  VA
22039 (Executive").

     WHEREAS,  ATC wishes to secure the  services of the  Executive on the terms
and conditions set forth below;

     AND WHEREAS, the Executive is willing to accept employment with ATC on such
terms and conditions.

     NOW,  THEREFORE,  in  consideration  of their  mutual  promises  and  other
adequate consideration, ATC and the Executive do hereby agree as follows:

     1.  EMPLOYMENT.  ATC will employ the  Executive  as Senior Vice  President,
Chief  Financial  Officer (CFO) and Treasurer,  in accordance with the terms and
provisions of this Agreement.

     2. DUTIES.  The Executive  shall be  responsible  for the management of all
aspects of the  financial  functions  and related  responsibilities  of ATC. The
Executive  shall report  directly to the Chief  Executive  Officer or such other
Senior Executive of the Corporation and/or the Board of Directors. The Executive
shall devote his full business time,  attention and skill to the  performance of
his duties  hereunder  and to the  advancement  of the business and interests of
ATC.

     3. TERM.  This Agreement shall be effective June 19, 2007, and shall remain
in effect until June 18, 2010, unless  terminated  earlier pursuant to the terms
hereof.  This Agreement shall  automatically renew for an additional Term of one
year unless  either  party  notifies  the other that it does not intend to renew
this Agreement within 60 days prior to its expiration.

     4. COMPENSATION.

          a) Salary.  The Executive shall be paid a salary of $230,000 per annum
          during the period  ending June 18, 2008 payable in the same  frequency
          as provided to other Executives of ATC. The Executive's salary will be
          increased by ATC on June 19, 2008 to $240,350.  The Executive's salary
          will be increased on June 19, 2009 to $251,165 per annum.

          b) Bonus.  Executive  shall be  entitled to  participate  in any bonus
          program,  which  the  Corporation  may make  available  to its  senior
          executive  employees.  Executive  shall be entitled to  participate in
          such  program(s)  so long as  Executive  serves as an  employee of the
          Corporation,  subject to the terms and  conditions of any such program
          as the then current policies and procedures of the Corporation

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          c)  Benefits.   The  Executive   shall  be  eligible  to  receive  and
          participate in all health,  medical or other  insurance  benefits that
          ATC  provides  or makes  available  to its  executive  employees.  The
          Executive  may enroll in the ATC  health  program  effective  upon the
          first date of employment.

          d) Expenses.  ATC shall reimburse the Executive for all reasonable and
          necessary  expenses,   including  professional  dues  associated  with
          belonging to the Virginia Board of Accounting,  the American Institute
          of Certified Public Accountants and CPE credits to maintain Licensure,
          upon  submission by the Executive of receipts,  accounts or such other
          documents reasonably requested by ATC.

          e) Car  Allowance.  The Executive will be paid a car allowance of $650
          per month.

          f)  Vacation.  The  Executive  shall be entitled to  twenty-four  (24)
          business days of paid time off (in addition to holidays  recognized by
          the Company) during each twelve-month  period of employment during the
          term.

          g) Travel Allowance.  From June through November 2007,  Executive will
          be paid a $900 per  month  travel  allowance  for  travel  to and from
          Virginia.

     5. TERMINATION: RIGHTS AND OBLIGATIONS UPON TERMINATION.

          a) If the  Executive  dies  during  the  Term,  then  the  Executive's
          employment  under this Agreement shall  terminate.  In such event, the
          Executive's estate shall be entitled only to compensation and expenses
          accrued and unpaid as at the date of the Executive's death. The Estate
          shall have a period of three (3) months  from the date of  termination
          to exercise  any stock  options  that had vested prior to the death of
          the Executive.

          b) If, as a result of the  Executive's  incapacity  due to physical or
          mental  illness,  whether or not job related,  the Executive is absent
          from his duties hereunder for 60 consecutive  business days during the
          Term or for such longer  period of time as is the  eligibility  period
          for long  term  disability  benefits  under any  long-term  disability
          policy maintained or arranged by the Corporation for Executives of the
          Corporation the Corporation may terminate Executive's employment under
          this Agreement by written notice.  In such event,  the Executive shall
          be entitled only to compensation and expenses accrued and unpaid as at
          the date of termination of the Executive's employment.

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          c) The  Corporation  shall have the right to terminate the Executive's
          employment  under  this  Agreement  for  Cause.  For  purposes  of the
          Agreement,  the  Corporation  shall  have  "Cause"  to  terminate  the
          Executive's  employment  if (i) the  Executive  assigns,  pledges,  or
          otherwise disposes of his rights and obligations under this Agreement,
          or attempts to do the same  without the prior  written  consent of the
          Corporation; or (ii) the Executive deliberately or intentionally fails
          to fulfill his  obligations  under this  Agreement  or has  materially
          breached any of the terms or conditions hereof and, fails to cure such
          failure or breach  within  thirty  (30) days after  receiving  written
          notice from the  Corporation  thereof;  (iii) Executive has engaged in
          willful misconduct or has acted in bad faith in the performance of his
          duties under this Agreement  that has had a materially  adverse effect
          on the Corporation or its financial performance; or (iv) the Executive
          has breached  Section 7 of this  Agreement;  or (v) the  Executive has
          committed or been convicted of a felony or has committed  embezzlement
          or a theft of funds or assets of the  Corporation.  If the Corporation
          terminates  this Agreement for Cause,  the  Corporation's  obligations
          hereunder shall cease, except for the Corporation's  obligation to pay
          the Executive the  compensation  and expenses accrued and unpaid as of
          the date of  termination  in accordance  with the  provisions  hereof.
          Notwithstanding the foregoing, for a period of one year after a Change
          of Control,  as defined  below,  the term Cause  shall  solely mean an
          event  described in clauses (i), (ii),  (iv) or (v) of the immediately
          preceding sentence.

          d) In the event that at any time Executive  resigns for Good Reason or
          is  discharged  other than for Cause as defined  above or in the event
          that at any time  after a Change of  Control  (as  defined  below) but
          prior to the end of one (1) year after  such  Change of  Control,  the
          Executive  is  discharged  for any  reason  other  than for  Cause (as
          defined   above)  or  resigns  for  any  reason  (other  than  due  to
          termination  for Cause),  the Executive,  in addition to receiving any
          compensation  and  expenses  accrued  and  unpaid  as at the  date  of
          termination of the Executive's employment, shall begin to receive upon
          discharge or  resignation a severance  payment equal to one (1) year's
          salary at the same rate of pay in effect at the date of the  Change of
          Control to be paid in weekly  installments for the one (1) year period
          following such discharge or resignation. In addition,  Executive shall
          receive (i)  benefits as if he continued to be employed for the period
          of the  severance  payment and (ii)  Executive's  bonus for the period
          covered by the severance payment  calculated on a prorated basis as of
          the date or discharge or resignation. In the event that any time after
          a Change of Control (as defined below) but prior to the end of one (1)
          year after such Change of Control, the Executive is discharged for any
          reason  other than for Cause (as  defined  above) or  resigns  for any
          reason (other than due to  termination  for Cause),  all Stock Options
          and Incentive  Compensation  earned shall  immediately  accelerate and
          become  100%  vested.  The  Executive  will have a period of three (3)
          months from the date of  termination  to exercise such stock  options.
          Anything contained herein to the contrary  notwithstanding,  a "Change
          of  Control"  shall be  deemed to occur  when a  person,  corporation,
          partnership,  association, entity or group (as defined for purposes of
          the  Securities  Exchange  Act of 1934,  as amended)  (x)  directly or
          indirectly acquires a majority of the outstanding voting securities of
          ATC Healthcare Inc., a Delaware  corporation,  including as the result
          of a merger  or  consolidation  or  other  form of  reorganization  or
          recapitalization,  or (y)  acquires  securities  bearing a majority of
          voting power with  respect to election of directors of ATC,  including
          as  the  result  of  a  merger  or  consolidation  or  other  form  of
          reorganization   or   recapitalization,   or  (z)   acquires   all  or
          substantially  all of ATC's  assets  or the  assets  of its  direct or
          indirect  subsidiaries  if those assets are  substantially  all of the
          assets of the business  conducted by ATC and its subsidiaries taken as
          a whole.  "Good  Reason"  shall  mean (i) any  material  reduction  in
          Executive's  duties,  titles or  responsibilities,  (ii) the  required
          relocation  of Executive  from the greater New York area, or (iii) any
          breach of section 4 of this Agreement by the  Corporation  unless such
          breach is cured  within  fifteen  (15) days of  written  notice of the
          breach by Executive.

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          e)  Notwithstanding  anything to the contrary  contained  herein,  all
          payments  owed to the Executive  upon  termination  of this  Agreement
          shall be subject to offset by the  Corporation for amounts owed to the
          Corporation by the Executive hereunder or otherwise.

          f) Notwithstanding  anything to the contrary  contained herein,  there
          shall  be no  requirement  on the  part of  Executive  to  seek  other
          employment  or otherwise  mitigate  damages in order to be entitled to
          the full amount of any  payments  and  benefits to which  Executive is
          entitled  under this  Agreement or as the result of any breach of this
          Agreement.  However,  in the event Executive  obtains other employment
          during all or a portion of the period  during  which  Executive  is to
          receive  such  payments and  benefits,  the amount of the payments and
          benefits to which  Executive is entitled under this  Agreement  during
          the period of the other  employment  shall be  reduced  [but not to an
          amount  that is less than zero (0)] by the  amount of the base  salary
          and  equivalent   benefits   received  by  Executive  from  the  other
          employment during that period.

          g) The obligations of the  Corporation  and the Executive  pursuant to
          this Section 5 shall survive the termination of this Agreement.

     6. NOTICES.  Any written notice  permitted or required under this Agreement
shall be deemed  sufficient  when hand  delivered  or  posted  by  certified  or
registered mail, postage prepaid, and addressed to:

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                        If  to Staff Builders:
                        ----------------------

                        ATC Healthcare, Inc.
                        1983 Marcus Avenue
                        Lake Success, New York 11042
                        Attention: David Savitsky

                                  or

                        If to the Executive:
                        --------------------

                        David Kimbell
                        11440 Robert Stephens Drive
                        Fairfax Station, VA  22039

     Either party may, in accordance  with the provisions of this Section,  give
written  notice of a change of  address,  in which  event all such  notices  and
requests shall thereafter be given as above provided at such changed address.

     7. CONFIDENTIALITY OBLIGATIONS; NON-COMPETITION BY EXECUTIVE

          a) The Executive  acknowledges  that in the course of  performing  his
          duties   hereunder,   he  will  be  made  privy  to  confidential  and
          proprietary  information.  The  Executive  covenants  and agrees  that
          during  the  term  of  this  Agreement  and  at  any  time  after  the
          termination of this Agreement, he will not directly or indirectly, for
          his own account or as an employee,  officer, director,  partner, joint
          venturer,  shareholder,  investor, or otherwise, disclose to others or
          use for his own benefit or cause or induce others to do the same,  any
          proprietary  or  confidential  information  or trade  secrets  of ATC,
          including but not limited to, any confidential  information concerning
          the business of ATC.

          b) The Executive  agrees that,  during the term hereof and for one (1)
          year following the termination  hereof, he will not, within the United
          States (i) compete, directly or indirectly,  for his own account or as
          an employee, officer, director, partner, joint venturer,  shareholder,
          investor,  or otherwise,  with the supplemental staffing and permanent
          placement business conducted by ATC during the term of this Agreement;
          or (ii) be  employed  by, work for,  advise,  consult  with,  serve or
          assist in any way, directly or indirectly,  any person or entity whose
          business   competes  with  the  supplemental   staffing  or  permanent
          placement business conducted by ATC during the term of this Agreement,
          or (iii) directly or indirectly solicit,  recruit or hire any employee
          of ATC to leave  the  employ of ATC;  or (iv)  solicit  any  client or
          customer of ATC to terminate or modify its business  relationship with
          ATC Notwithstanding the foregoing,  Executive's ownership of less than
          five  (5%) of the  outstanding  stock of any  publicly-traded  company
          shall not be deemed to violate this subsection.

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          c) The  foregoing  restrictions  on the  Executive  set  forth in this
          Section  7  shall  be  operative  for  the  benefit  of ATC and of any
          business owned or controlled by ATC during the term of this Agreement,
          or any successor or assign of any of the foregoing.

          d)  Executive  acknowledges  that the  restricted  period  of time and
          geographical  area specified in this Section 7 is reasonable,  in view
          of the  nature  of the  business  in  which  ATC is  engaged  and  the
          Executive's  knowledge  of ATCs'  business.  Notwithstanding  anything
          herein to the contrary, if the period of time or the geographical area
          specified in this Section 7 should be determined to be unreasonable in
          a judicial  proceeding,  then the period of time and  territory of the
          restriction shall be reduced so that this Agreement may be enforced in
          such area and during such period of time as shall be  determined to be
          reasonable.

          e) The  parties  acknowledge  that any  breach of this  Section 7 will
          cause ATC  irreparable  harm for which there is no adequate  remedy at
          law, and as a result of this, ATC shall be entitled to the issuance of
          an injunction, restraining order or other equitable relief in favor of
          ATC  restraining  Executive  from  committing or  continuing  any such
          violation.  Any right to obtain an  injunction,  restraining  order or
          other equitable  relief  hereunder shall not be deemed a waiver of any
          right to assert any other remedy ATC may have at law or in equity.

          f) For  purposes of this  Section 7, the term "ATC" shall refer to the
          Corporation  and  all  of its  parents,  subsidiaries  and  affiliated
          corporations during the term of this Agreement.

     8.  ARBITRATION.  Any  controversy,  dispute  or  claim  arising  out of or
relating  to  this  Agreement,  or the  breach  hereof,  shall  be  resolved  by
arbitration in accordance with the commercial  arbitration rules of the American
Arbitration  Association  through its New York, New York office, and the hearing
of such  dispute  will be  held in New  York,  New  York.  The  decision  of the
arbitrator(s)  will be final and binding on all parties to the  arbitration  and
said  decision  may be filed as a final  judgment in any court.  The  prevailing
party in any arbitration  shall be entitled to recover its reasonable  attorney'
fees and costs from the other party or parties.  Notwithstanding  the foregoing,
nothing contained in this Agreement shall limit a party's right to seek specific
performance of any term or provision of this  Agreement to the extent  permitted
by applicable law.

     9. HANDBOOK Group Insurance  Program  Booklet.  The Executive  acknowledges
receipt of ATC Employee Handbook and Group Insurance Program Booklet  (together,
"the Handbook"). The terms of the Handbook are incorporated herein by reference.

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     10. STOCK OPTIONS.  The Executive will be granted stock options to purchase
400,000  shares of AHN, which will be issued at the closing price of ATC's stock
on the  effective  day of this  Agreement  and  vest  over  three  (3)  years in
accordance with the terms of an Option  Agreement  between the Executive and the
Corporation, a copy of which is attached. Vesting will occur as follows: 125,000
shares will vest one (1) year from the effective date;  125,000 shares will vest
two (2) years from the effective  date;  and 150,000  shares will vest three (3)
years from the effective date.

     11.  INDEMNIFICATION  AND INSURANCE.  In the event that during or after the
term of this Agreement,  Executive is made a party or is threatened to be made a
party to or is involved in any  action,  suit,  or  proceeding,  whether  civil,
criminal, administrative, or investigative ("proceeding"), by reason of the fact
that he is or was an officer,  employee or agent of the Corporation or acting in
such  capacity,  Executive  shall  be  indemnified  and  held  harmless  by  the
Corporation  to  the  fullest  extent  authorized  by  applicable  law  and  the
Corporation's Bylaws, it being agreed that such  indemnification,  including the
obligation to advance expenses,  shall be mandatory,  subject to applicable law.
The Corporation  agrees,  that it will maintain Directors and Officers Insurance
during the term of this Agreement and for a period of three (3) years thereafter
covering  Executive and the other officers and managers of the Corporation in an
amount that is generally in effect at other similar public companies.

     12. BINDING  EFFECT.  This agreement shall bind and inure to the benefit of
ATC,  its  successors  and  assigns  and shall  inure to the  benefit of, and be
binding upon, the Executive, his heirs, executors and legal representatives.

     13.  SEVERABILITY.  The invalidity or  unenforceability of any provision of
this  Agreement  shall in no way affect the  validity or  enforceability  of any
other provision, or any part thereof.

     14.  APPLICABLE  LAW. This Agreement  shall be governed by and construed in
accordance with the laws of the State of New York.

     15. ENTIRE  AGREEMENT.  This  Agreement  constitutes  the entire  Agreement
between  the  parties  hereto  pertaining  to  the  subject  matter  hereof  and
supersedes   all   prior   and   contemporaneous   agreements,   understandings,
negotiations, and discussions, whether oral or written, of the parties.

     16. MODIFICATION, TERMINATION OR WAIVER. This Agreement may only be amended
or modified by a written instrument  executed by the parties hereto. The failure
of any  party  at any  time to  require  performance  of any  provision  of this
Agreement  shall in no manner  affect the right of such party at a later time to
enforce the same.

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     IN WITNESS  WHEREOF,  ATC and the Executive  have executed this  Employment
Agreement as of the date first above written. ATC Healthcare, INC.

Date: _________________________     By:___________________________________
                                               David Savitsky, CEO



Date: _________________________     By:___________________________________
                                                  David Kimbell


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