Exhibit 4.7
-----------

                          REGISTRATION RIGHTS AGREEMENT

     This  REGISTRATION  RIGHTS  AGREEMENT  (this  "Agreement")  is  made  as of
September 14, 2005 by and among (i) ATC Healthcare, Inc., a Delaware corporation
(the "Company"),  (ii) each person who has executed a Subscription Agreement and
Letter of  Investment  Intent with the Company  with  respect to the purchase of
Convertible Notes (the "Notes") and accompanying  Warrants to purchase shares of
Class A Common Stock (the  "Warrants"),  thereby  accepting  and joining in this
Agreement,  whose  subscription has been accepted by the Company  (collectively,
the "Initial  Investors"  and each  individually,  an "Initial  Investor")  (the
acceptance of the subscription proceeds from one or more Initial Investors shall
be  referred  to  as  a  "Closing"),  and  (iii)  each  person  or  entity  that
subsequently  becomes a party to this  Agreement  pursuant to, and in accordance
with, the provisions of Section 11 hereof (collectively, the "Investor Permitted
Transferees" and each individually an "Investor Permitted Transferee").

     WHEREAS, the Company has agreed to issue and sell to the Initial Investors,
and the Initial Investors have agreed to purchase from the Company, Notes in the
aggregate  principal  amount of up to  $1,250,000,  together  with  accompanying
Warrants,  all  upon the  terms  and  conditions  set  forth  in  those  certain
Subscription Agreements and Letters of Investment Intent between the Company and
the Initial  Investors (each,  "Subscription  Agreement" and  collectively,  the
"Subscription Agreements"); and

     WHEREAS,  in  connection  with the  offering  and purchase of the Notes and
Warrants pursuant to the Subscription Agreements, the Company has entered into a
Finder's  Agreement with Bathgate  Capital  Partners LLC ("Finder")  pursuant to
which,  among other  things,  the Company has agreed to make certain  commission
payments to Finder and to sell Finder certain warrants to purchase the Company's
Class A Common Stock (the "Finder's  Warrants"),  as more fully described in the
Finder's  Agreement  (for purposes of this  Agreement,  the terms  "Warrant" and
"Warrants" as used herein shall be deemed to include the Warrants  issued to the
Investors and the Finder's Warrants), and

     WHEREAS,  in connection with the execution and delivery of the Subscription
Agreements,  the Company has agreed with the Initial  Investors  to provide them
with the rights set forth in this Agreement.

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

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

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

          "Investors" shall  mean, collectively,  the  Initial Investors and the
Investor Permitted  Transferees;  provided,  however,  that the term "Investors"
shall  not  include  any of the  Initial  Investors  or any  Investor  Permitted
Transferee that ceases to own or hold any Registrable Shares.

<PAGE>

          "Last Sale Price" shall mean the last sale price on the American Stock
Exchange,  or if the Company's  Common Stock is not traded on the American Stock
Exchange,  the  reported  last sale price for the  Company's  Common  Stock,  as
furnished by the National  Association  of  Securities  Dealers,  Inc.,  for the
applicable period.

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

          "Penalty  Warrant"  shall mean those  warrants  described in paragraph
3(c) of this Agreement.

          "Qualifying Holder" shall have the meaning ascribed thereto in Section
11 hereof.

          "Registrable  Shares"  shall mean the  shares of Class A Common  Stock
purchased  under the Notes and the  shares of Class A Common  Stock  purchasable
upon  the  exercise  of  Warrants,  and  the  shares  of  Class A  Common  Stock
purchasable upon the exercise of the Penalty Warrants;  provided,  however, that
such term shall not, after the Mandatory Registration  Termination Date, include
any of such  shares of Common  Stock that  become or have  become  eligible  for
resale pursuant to Rule 144.

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

          "SEC" shall mean the Securities and Exchange Commission.

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

     17.  EFFECTIVENESS; TERMINATION; DEFAULT.

          (a) This  Agreement  shall become  effective and legally  binding with
respect to an Initial Investor only if a Closing with respect to a purchase of a
Note and  Warrant  by such  Initial  Investor  occurs  and only with  respect to
Registrable  Shares  which  have been  purchased  at a Closing  by such  Initial
Investor.

          (b) The Company  shall be required to use  reasonable  efforts to keep
the Registration  Statement effective until such date that is the earlier of (i)
the date when all of the Registrable  Shares  registered  thereunder  shall have
been sold or (ii) the  second  (2nd)  anniversary  of the date the  Registration
Statement is first declared effective.

          (c) The Company shall be deemed to have committed a default under this
Agreement  (a  "Default")  if the Company  either (i) defaults in payment of the
Notes,  or (ii) fails to file a registration  statement,  as provided in Section
3(a) of this  Agreement,  within thirty (30) days following the final closing of
the  Investors'  purchase  of the Notes  and  Warrants  under  the  Subscription
Agreements  (the "Final  Closing"),  which Final Closing shall be deemed to have
occurred on September 19, 2005.



<PAGE>


          MANDATORY REGISTRATION.

          (a) Within ten (10)  business days of the Final  Closing,  the Company
will prepare and file with the SEC a registration  statement on Form S-3 for the
purpose of registering  under the Securities Act all of the  Registrable  Shares
for resale by, and for the account  of, the  Investors  as selling  stockholders
thereunder (the  "Registration  Statement").  The  Registration  Statement shall
permit  the  Investors  to offer and  sell,  on a delayed  or  continuous  basis
pursuant to Rule 415 under the  Securities  Act,  any or all of the  Registrable
Shares.  The Company agrees to use reasonable  efforts to cause the Registration
Statement to become effective as soon as practicable.

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

          (c) In the event that a Default  occurs as  defined  in  Section  2(c)
above,  the Company shall issue to each of the Investors one warrant to purchase
the Company's  Class A Common Stock for each $0.35 of the principal  face amount
of the Notes issued to the Investor by the Company  (collectively,  the "Penalty
Warrants").  The exercise  price for the Penalty  Warrants shall be equal to the
lower of (i) the thirty (30) day average last closing price immediately prior to
the day of default or (ii) Sixty Cents ($0.60) per share.  Each Penalty  Warrant
shall be in substantially the form as attached as Exhibit B hereto.

          (d) In the  event  that the  Registration  Statement  is not  declared
effective by the SEC by January 31, 2006,  then the Company shall be required to
pay to each  Investor a penalty  payment equal to Five percent (5%) of the total
principal face amount of the Notes issued to such Investor.  If the Registration
Statement  is not  declared  effective  by the SEC by  March 2,  2006,  then the
Company shall be required to pay to each Investor an additional  penalty payment
equal to Five  percent  (5%) of the  total  principal  face  amount of the Notes
issued to such Investor.


     18.  OBLIGATIONS  OF  THE  COMPANY.  In   connection  with   the  Company's
obligation  under Section 3 hereof to file the  Registration  Statement with the
SEC and to use its best  efforts to cause the  Registration  Statement to become
effective  as soon as  practicable,  the  Company  shall,  as  expeditiously  as
reasonably possible:

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

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

          (c) Notify the  Investors,  at any time when a prospectus  relating to
the Registration Statement is required to be delivered under the Securities Act,

<PAGE>

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

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

     19.  FURNISH   INFORMATION.  It  shall  be  a condition   precedent  to the
obligations  of the Company to take any action  pursuant to this  Agreement that
the Investors shall furnish to the Company such  information  regarding them and
the securities held by them as the Company shall reasonably request and as shall
be required in order to effect any  registration by the Company pursuant to this
Agreement.

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

     21.  DELAY OF REGISTRATION.   The Investors  shall  not  take any action to
restrain,  enjoin or  otherwise  delay  any  registration  as the  result of any
controversy   which  might  arise  with   respect  to  the   interpretation   or
implementation of this Agreement.

     22.  INDEMNIFICATION.

          (a) To  the extent permitted by law, the Company  will  indemnify  and
hold harmless each selling  Investor,  any investment  banking firm acting as an
underwriter for the selling Investors, any broker/dealer acting on behalf of any
selling Investors and each officer and director of such selling  Investor,  such
underwriter,  such  broker/dealer  and each person,  if any,  who controls  such
selling  Investor,  such underwriter or broker/dealer  within the meaning of the

<PAGE>

Securities Act,  against any losses,  claims,  damages or liabilities,  joint or
several, to which they may become subject under the Securities Act or otherwise,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof) arise out of or are based upon any untrue or alleged  untrue  statement
of any material fact contained in the Registration Statement, in any preliminary
prospectus  or  final  prospectus  relating  thereto  or in  any  amendments  or
supplements to the Registration  Statement or any such preliminary prospectus or
final  prospectus,  or arise out of or are based  upon the  omission  or alleged
omission to state  therein a material  fact  required to be stated  therein,  or
necessary to make the statements therein not misleading; and will reimburse such
selling Investor, such underwriter,  broker/dealer or such officer,  director or
controlling person for any legal or other expenses  reasonably  incurred by them
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability or action;  provided,  however, that the indemnity agreement contained
in this Section 8(a) shall not apply to amounts paid in  settlement  of any such
loss, claim, damage,  liability or action if such settlement is effected without
the consent of the Company (which consent shall not be  unreasonably  withheld),
nor shall the  Company  be  liable in any such case for any such  loss,  damage,
liability  or action to the  extent  that it arises  out of or is based  upon an
untrue statement or alleged untrue statement or omission made in connection with
the  Registration  Statement,  any  preliminary  prospectus or final  prospectus
relating thereto or any amendments or supplements to the Registration  Statement
or any such preliminary prospectus or final prospectus,  in reliance upon and in
conformity with written  information  furnished  expressly for use in connection
with the  Registration  Statement or any such  preliminary  prospectus  or final
prospectus by the selling  Investors,  any  underwriter  for them or controlling
person with respect to them.

          (b) To the  extent  permitted  by  law,  each  selling  Investor  will
severally and not jointly  indemnify and hold harmless the Company,  each of its
directors, each of its officers who have signed the Registration Statement, each
person,  if any, who controls the Company  within the meaning of the  Securities
Act, any investment  banking firm acting as  underwriter  for the Company or the
selling Investors,  or any broker/dealer  acting on behalf of the Company or any
selling Investors,  and all other selling Investors against any losses,  claims,
damages  or  liabilities  to which the  Company or any such  director,  officer,
controlling person, underwriter, or broker/dealer or such other selling Investor
may become subject to, under the  Securities  Act or otherwise,  insofar as such
losses, claims, damages or liabilities (or actions in respect thereto) arise out
of or are based upon any untrue or alleged untrue statement of any material fact
contained in the Registration  Statement or any preliminary  prospectus or final
prospectus,  relating  thereto  or in  any  amendments  or  supplements  to  the
Registration  Statement or any such preliminary  prospectus or final prospectus,
or arise out of or are based  upon the  omission  or alleged  omission  to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein not  misleading,  in each case to the extent and only to the
extent that such untrue  statement  or alleged  untrue  statement or omission or
alleged  omission was made in the  Registration  Statement,  in any  preliminary
prospectus  or  final  prospectus  relating  thereto  or in  any  amendments  or
supplements to the Registration  Statement or any such preliminary prospectus or
final  prospectus,  in reliance upon and in conformity with written  information
furnished  by the selling  Investor  expressly  for use in  connection  with the
Registration Statement,  or any preliminary prospectus or final prospectus;  and
such selling  Investor  will  reimburse any legal or other  expenses  reasonably
incurred  by the  Company or any such  director,  officer,  controlling  person,
underwriter,   broker/dealer  or  other  selling  Investor  in  connection  with
investigating or defending any such loss,  claim,  damage,  liability or action,
provided,  however,  that the liability of each selling Investor hereunder shall
be limited to the proceeds (net of underwriting  discounts and  commissions,  if
any)  received by such  selling  Investor  from the sale of  Registrable  Shares

<PAGE>

covered by the Registration Statement, and provided,  further, however, that the
indemnity  agreement  contained  in this Section 8(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage,  liability or action if such
settlement is effected without the consent of those selling  Investor(s) against
which the  request  for  indemnity  is being made  (which  consent  shall not be
unreasonably withheld).

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

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


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

<PAGE>

     24.   DEFERRAL AND LOCK-UP.  Notwithstanding anything  in this Agreement to
the  contrary,  if  the  Company  shall  furnish  to  the  selling  Investors  a
certificate  signed by the President or Chief  Executive  Officer of the Company
stating  that the Board of  Directors  of the  Company  has made the good  faith
determination   (i)  that  continued  use  by  the  selling   Investors  of  the
Registration  Statement for purposes of effecting offers or sales of Registrable
Shares  pursuant  thereto would  require,  under the Securities  Act,  premature
disclosure in the Registration Statement (or the prospectus relating thereto) of
material,   nonpublic  information  concerning  the  Company,  its  business  or
prospects or any proposed material transaction  involving the Company, (ii) that
such  premature  disclosure  would be  materially  adverse to the  Company,  its
business or prospects or any such proposed  material  transaction  or would make
the  successful  consummation  by the Company of any such  material  transaction
significantly  less likely and (iii) that it is  therefore  advisable to suspend
the use by the  Investors of such  Registration  Statement  (and the  prospectus
relating  thereto)  for  purposes of  effecting  offers or sales of  Registrable
Shares  pursuant  thereto,  then the right of the selling  Investors  to use the
Registration  Statement  (and the prospectus  relating  thereto) for purposes of
effecting  offers  or sales of  Registrable  Shares  pursuant  thereto  shall be
suspended for a period (the "Suspension  Period") of not more than 90 days after
delivery by the Company of the certificate referred to above in this Section 10.
During the  Suspension  Period,  none of the  Investors  shall offer or sell any
Registrable  Shares pursuant to or in reliance upon the  Registration  Statement
(or the prospectus relating thereto).

     25.   TRANSFER OF REGISTRATION  RIGHTS.  None of the rights of any Investor
under this  Agreement  shall be transferred or assigned to any person unless (i)
such  person is a  Qualifying  Holder (as defined  below),  and (ii) such person
agrees to become a party to, and bound by, all of the terms and  conditions  of,
this  Agreement by duly executing and delivering to the Company an Instrument of
Adherence in the form attached as Exhibit A hereto. For purposes of this Section
11, the term "Qualifying  Holder" shall mean, with respect to any Investor,  any
direct transferee from such Investor of at least 50% of those Registrable Shares
held  or that  may be  acquired  by such  Investor.  None of the  rights  of any
Investor  under this  Agreement  shall be  transferred or assigned to any Person
(including,  without limitation,  a Qualifying Holder) that acquires Registrable
Shares in the event  that and to the  extent  that such  Person is  eligible  to
resell such Registrable Shares pursuant to Rule 144(k) of the Securities Act (or
any  successor or  substitute  rule) or may  otherwise  resell such  Registrable
Shares  pursuant  to an  exemption  from  the  registration  provisions  of  the
Securities Act.

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

     27.   MISCELLANEOUS.

          (a) This Agreement may not be amended, modified or terminated,  and no
rights or  provisions  may be waived,  except  with the  written  consent of the
Majority Holders and the Company.

          (b) This Agreement  shall be governed by and construed and enforced in
accordance with the laws of the State of New York, and shall be binding upon and

<PAGE>

inure to the benefit of the parties hereto and their respective heirs,  personal
representatives,  successors or assigns,  provided that the terms and conditions
of Section 11 hereof are satisfied.  This  Agreement  shall also be binding upon
and  inure  to the  benefit  of any  transferee  of any of the  Warrants  or the
Registrable  Shares  provided that the terms and conditions of Section 11 hereof
are satisfied. Notwithstanding anything in this Agreement to the contrary, if at
any time any Investor shall cease to own any Warrants or Registrable Shares, all
of such Investor's rights under this Agreement shall immediately terminate.

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

                (ii) All correspondence to the Company shall be addressed in the
manner set forth in the Subscription Agreement.

                (iii) All correspondence to  any  Investor shall be sent to such
Purchaser at the address set forth in the Subscription Agreement.

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

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

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


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

                                        ATC HEALTHCARE, INC.




                                        By:
                                           -------------------------------------
                                           Andrew C. Reiben
                                           Senior Vice President/Chief Financial
                                            Officer





<PAGE>




                                    EXHIBIT A
                                    ---------

                             Instrument of Adherence
                             -----------------------

     Reference is hereby made to that  certain  Registration  Rights  Agreement,
dated  as of  September  12 , 2005,  among  ATC  Healthcare,  Inc.,  a  Delaware
corporation (the "Company"),  the Initial  Investors and the Investor  Permitted
Transferees,  as  amended  and in effect  from  time to time (the  "Registration
Rights Agreement").  Capitalized terms used herein without definition shall have
the respective meanings ascribed thereto in the Registration Rights Agreement.

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

     Executed as of the date set forth below.




                               Signature:
                                         ---------------------------------------


                               Name of Signatory:
                                                 -------------------------------

                               Title:
                                     -------------------------------------------

                               -------------------------------------------------
                               Name of Investor (if not individual)

Accepted:

ATC HEALTHCARE, INC.


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

Name:
     --------------------------

Title:
      -------------------------

Date:
     --------------------------



<PAGE>






                                    EXHIBIT B

                             FORM OF PENALTY WARRANT


                                  See Attached