Exhibit 4.3
-----------


BROKER'S NAME:
                -------------------------------------------------------

                IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING.
               SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN.

                             SUBSCRIPTION AGREEMENT
                                       and
                           LETTER OF INVESTMENT INTENT


David Savitsky
ATC Healthcare, Inc.
1983 Marcus Avenue
Lake Success, NY 11042

Gentlemen:

     The undersigned (the "Subscriber") hereby tenders this subscription for the
purchase  of  securities  (the  "Securities")  of  ATC  Healthcare,   Inc.  (the
"Company"),  consisting of units ("Units")  comprising secured convertible notes
("Notes")  and  common  stock  purchase  warrants  ("Warrants").  The  Units are
described  in the Summary of Terms  attached to this  Subscription  Agreement as
Exhibit A (the "Term Sheet"). The Subscriber understands that a subscription for
the Units may be  rejected  for any  reason  and  that,  in the event  that this
subscription  is  rejected,  the  funds  delivered  herewith  will  be  promptly
returned,  without interest thereon or deduction therefrom.  By execution below,
the  Subscriber  acknowledges  that the Company is relying upon the accuracy and
completeness  of the  representations  contained  herein in complying with their
obligations under applicable securities laws.

     1.   Subscription Commitment.  The Subscriber acknowledges that the minimum
subscription is $50,000.  The Subscriber  hereby  subscribes for the purchase of
the number of Securities  specified below and, as full payment therefor,  agrees
to pay by wire transfer to the account of the Company.


                                                     At $        per Unit for
         -------------------                             -------
         Number of Units                    an aggregate of $
                                                              ------------------

     The Subscriber  understands  that this  subscription  is not binding on the
Company until accepted by the Company,  which acceptance is at the discretion of
the  Company  and  is to  be  evidenced  by  the  Company's  execution  of  this
Subscription  Agreement where indicated.  If the  subscription is rejected,  the
Company  shall return to the  Subscriber,  without  interest or  deduction,  any
payment  tendered by the  Subscriber,  and the Company and the Subscriber  shall


<PAGE>


have no further obligation to each other hereunder. Unless and until rejected by
the Company,  this  subscription  shall be  irrevocable by the  Subscriber.  The
Subscriber  understands  that the Company may, in the event that the offering to
which the Term Sheet relates is oversubscribed,  reduce this subscription in any
amount and to any  extent,  whether or not pro rata  reductions  are made of any
other investor's subscription.

     2.   Representations  and  Warranties.  In order to induce  the  Company to
accept this subscription,  the Subscriber hereby represents and warrants to, and
covenants with, the Company as follows:

     (a)  The Subscriber has had the opportunity to review the Companies filings
with the Securities and Exchange Commission (the "SEC Filings"), including:

          (i)  The Company's  Annual Report on Form 10-K,  filed with the SEC on
               June 13, 2005, and as amended on July 29, 2005;

          (ii) The Company's Proxy Statement on Schedule 14A, filed with the SEC
               on June 28, 2005;

          (iii) The Company's Form 8-K filed with the SEC on September 7, 2005;

          (iv) The Company's Form 8-K filed with the SEC on July 20, 2005; and

          (v)  The Company's Form 8-K filed with the SEC on June 17, 2005.

The  Subscriber  has also been  given  access to full and  complete  information
regarding  the  Company  and  has  utilized  such  access  to  the  Subscriber's
satisfaction for the purpose of obtaining such information regarding the Company
as the Subscriber has reasonably requested;  and,  particularly,  the Subscriber
has been given  reasonable  opportunity to ask questions of, and receive answers
from,  representatives of the Company concerning the terms and conditions of the
offering of the  Securities  and to obtain any  additional  information,  to the
extent reasonably available;

     (b)  Except for the SEC Filings and the Term Sheet (together referred to as
the "Documents"), the Subscriber has not been furnished with any other materials
or literature  relating to the offer and sale of the  Securities;  except as set
forth in the Documents,  no  representations or warranties have been made to the
Subscriber  by the  Company,  any selling  agent of the  Company,  or any agent,
employee, or affiliate of the Company or such selling agent.

     (c)  The  Subscriber  believes  that an  investment  in the  securities  is
suitable for the Subscriber based upon the Subscriber  investment objectives and
financial  needs.  The  Subscriber  (i) has adequate means for providing for the
Subscriber's  current  financial needs and personal  contingencies;  (ii) has no
need for liquidity in this  investment;  (iii) at the present time, can afford a
complete loss of such investment;  and (iv) does not have an overall  commitment
to investments which are not readily marketable that is  disproportionate to the
Subscriber's net worth,  and the Subscriber's  investment in the Securities will
not cause such overall commitment to become excessive.




<PAGE>


     (d)  The  Subscriber,  in  reaching  a  decision  to  subscribe,  has  such
knowledge and  experience in financial and business  matters that the Subscriber
is capable of reading and interpreting  financial  statements and evaluating the
merits  and risk of an  investment  in the  Securities  and has the net worth to
undertake such risks.

     (e)  The  Subscriber  was not offered or sold the  Securities,  directly or
indirectly, by means of any form of general advertising or general solicitation,
including,  but not limited to, the following:  (1) any advertisement,  article,
notice or other communication  published in any newspaper,  magazine, or similar
medium of or broadcast over  television or radio; or (2) to the knowledge of the
undersigned,  any seminar or meeting  whose  attendees  had been  invited by any
general solicitation or general advertising.

     (f)  The  Subscriber  has  obtained,  to the  extent the  Subscriber  deems
necessary, the Subscriber's own personal professional advice with respect to the
risks inherent in the investment in the  securities,  and the  suitability of an
investment in the Securities in light of the  Subscriber's  financial  condition
and investment needs;

     (g)  The  Subscriber  recognizes  that  the  Securities  as  an  investment
involves a high degree of risk.

     (h)  The  information  contained in this  agreement  is true,  complete and
correct  in  all  material  respects  as of  the  date  hereof;  the  Subscriber
understands  that  the  Company's  determination  that  the  exemption  from the
registration  provisions of the  Securities Act of 1933, as amended (the "Act"),
which is based upon non-public offerings and applicable to the offer and sale of
the Securities,  is based, in part, upon the  representations,  warranties,  and
agreements  made by the Subscriber  herein;  and the Subscriber  consents to the
disclosure of any such information,  and any other information  furnished to the
Company, to any governmental authority, self-regulatory organization, or, to the
extent required by law, to any other person.

     (i)  The  Subscriber  realizes that (i) the purchase of the Securities is a
long-term  investment;  (ii)  the  purchaser  of the  Securities  must  bear the
economic  risk of  investment  for an  indefinite  period  of time  because  the
Securities  have not been  registered  under the Securities Act of 1933 or under
the securities laws of any state and, therefore, the Securities cannot be resold
unless they are subsequently  registered under said laws or exemptions from such
registrations  are available;  (iii) there is presently no public market for the
Securities  and the  Subscriber  may be unable  to  liquidate  the  Subscriber's
investment in the event of an emergency,  or pledge the Securities as collateral
for a loan; and (iv) the transferability of the Securities is restricted and (A)
requires conformity with the restrictions contained in paragraph 2 below and (B)
legends  will  be  placed  on the  certificate(s)  representing  the  Securities
referring to the applicable restrictions on transferability; and




<PAGE>


     (j)  The  Subscriber  certifies,  under  penalties  of  perjury,  that  the
Subscriber  is NOT  subject  to the  backup  withholding  provisions  of Section
3406(a)(i)(C) of the Internal Revenue Code.

     (k)  Stop transfer  instructions will be placed with the transfer agent for
the Securities,  and a legend may be placed on any certificate  representing the
Securities substantially to the following effect:

     THIS  SECURITY HAS NOT BEEN  REGISTERED  WITH THE  SECURITIES  AND EXCHANGE
     COMMISSION  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  IN
     RELIANCE  UPON THE  EXEMPTIONS  FROM  REGISTRATION  PROVIDED IN THE ACT AND
     REGULATION  D UNDER THE ACT. AS SUCH,  THE  PURCHASE OF THIS  SECURITY  WAS
     NECESSARILY  WITH  THE  INTENT  OF  INVESTMENT  AND  NOT  WITH A  VIEW  FOR
     DISTRIBUTION.  THEREFORE,  ANY SUBSEQUENT  TRANSFER OF THIS SECURITY OR ANY
     INTEREST  THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER THE ACT OR
     UNLESS AN EXEMPTION  FROM  REGISTRATION  IS AVAILABLE.  FURTHERMORE,  IT IS
     UNLAWFUL TO  CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY OR ANY INTEREST
     THEREIN,  WITHOUT THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT THE
     PROPOSED TRANSFER OR SALE DOES NOT AFFECT THE EXEMPTIONS RELIED UPON BY THE
     COMPANY IN ORIGINALLY  DISTRIBUTING  THE SECURITY AND THAT  REGISTRATION IS
     NOT REQUIRED.

     (l)  THE  SUBSCRIBER  UNDERSTANDS  THAT  BATHGATE  CAPITAL  PARTNERS LLC IS
ACTING  AS A FINDER  ON THIS  TRANSACTION,  AND THE  COMPANY  WILL PAY  BATHGATE
CAPITAL  PARTNERS A FINDERS FEE OF A CASH  PAYMENT OF SEVEN  PERCENT  (7%) OF MY
INVESTMENT  AND  WARRANTS  EQUAL  TO EIGHT  PERCENT  (8%) OF MY  INVESTMENT,  AS
DESCRIBED IN THE DOCUMENTS.  THE  SUBSCRIBER  FURHER  UNDERSTANDS  THAT BATHGATE
CAPITAL  PARTNERS HAS DONE ONLY A LIMITED AMOUNT OF DUE DILIGENCE ON THE COMPANY
AND THE  INVESTMENT,  AND  REPRESENTS  TO  BATHGATE  CAPITAL  PARTNERS  THAT THE
SUBSCRIBER  IS NOT RELYING ON BATHGATE  CAPITAL  PARTNERS  FOR  PERFORMING  SUCH
INVESTIGATIONS.

3.   Restricted  Nature of the  Securities.  The Subscriber has been advised and
understands  that  (a)  the  Securities  have  not  been  registered  under  the
Securities  Act of 1933  or  applicable  state  securities  laws  and  that  the
securities are being offered and sold pursuant to exemptions from such laws; (b)
the  Documents  may not have  been  filed  with or  reviewed  by  certain  state
securities  administrators  because of the limited  nature of the offering;  (c)
except as provided in paragraph 10 hereunder, the Company is under no obligation
to register the  Securities  under the Act or any state  securities  laws, or to
take any  action to make any  exemption  from any such  registration  provisions




<PAGE>


available.  The Subscriber represents and warrants that the Securities are being
purchased for the Subscriber's own account and for investment purposes only, and
without the intention of reselling or  redistributing  the same;  the Subscriber
has made no  agreement  with others  regarding  any of the  Securities;  and the
Subscriber's  financial  condition is such that it is not likely that it will be
necessary to dispose of any of such  Securities in the foreseeable  future.  The
Subscriber is aware that, in the view of the Securities and Exchange Commission,
a  purchase  of such  securities  with an  intent  to  resell  by  reason of any
foreseeable  specific  contingency or anticipated change in market value, or any
change in the  condition of the Company,  or in connection  with a  contemplated
liquidation  settlement  of any  loan  obtained  for  the  acquisition  of  such
securities and for which such securities were pledged, would represent an intent
inconsistent with the  representations  set forth above. The Subscriber  further
represents  and  agrees  that if,  contrary  to the  foregoing  intentions,  the
Subscriber  should later desire to dispose of or transfer any of such securities
in any  manner,  the  Subscriber  shall  not do so  unless  and  until  (i) said
Securities  shall have first been  registered  under the Act and all  applicable
securities  laws;  or (ii) the  Subscriber  shall  have first  delivered  to the
Company a written  notice  declaring  such  holder's  intention  to effect  such
transfer and describe in sufficient  detail the manner and  circumstances of the
proposed transfer, which notice shall be accompanied either by a written opinion
of legal  counsel who shall be  reasonably  satisfactory  to the Company,  which
opinion shall be addressed to the Company and  reasonably  satisfactory  in form
and substance to the Company's counsel,  to the effect that the proposed sale or
transfer  is  exempt  from  the  registration  provisions  of the  Act  and  all
applicable state securities laws, or by a "no action" letter from the Securities
and  Exchange  Commission  to the effect  that the  transfer  of the  Securities
without  registration  will not  result  in  recommendation  by the staff of the
Commission that action be taken with respect thereto.

     4.   Residence.  The Subscriber represents and warrants that the Subscriber
is a bona fide  resident of, is domiciled in and received the offer and made the
decision  to invest in the  Securities  in the state set forth on the  signature
page hereof,  and the  Securities  are being  purchased by the Subscriber in the
Subscriber's name solely for the Subscriber's own beneficial interest and not as
nominee  for, or on behalf of, or for the  beneficial  interest  of, or with the
intention to transfer to, any other  person,  trust or  organization,  except as
specifically set forth in paragraph 16 of this Subscription Agreement and Letter
of Investment Intent.

     5.   Investor  Qualification.  The Subscriber  represents and warrants that
the  Subscriber or the purchaser of the  Securities  named in paragraph 16 comes
within at least one category marked below,  and that for any category marked the
Subscriber  has  truthfully set forth the factual basis or reason the Subscriber
comes within that category.  ALL  INFORMATION IN RESPONSE TO THIS PARAGRAPH WILL
BE KEPT STRICTLY  CONFIDENTIAL.  The Subscriber agrees to furnish any additional
information which the Company deems necessary in order to verify the answers set
forth below.

Category I          The   Subscriber  is  an  individual   (not  a  partnership,
             ----   corporation,  etc.) whose individual net worth, or joint net
                    worth  with  the  Subscriber's  spouse,   presently  exceeds
                    $1,000,000.




<PAGE>


                    Explanation.  In calculation of net worth the Subscriber may
                    include  equity  in  personal   property  and  real  estate,
                    including the Subscriber's principal residence,  cash, short
                    term investments,  stocks and securities. Equity in personal
                    property and real estate  should be based on the fair market
                    value of such property less debt secured by such property.

Category II         The   Subscriber  is  an  individual   (not  a  partnership,
             ----   corporation,  etc.)  who had an  individual  net  income  in
                    excess of $200,000  in each of the last two years,  or joint
                    income with his/her  spouse in excess of $300,000 in each of
                    the last two  years,  and has a  reasonable  expectation  of
                    reaching the same income level in the current year.

Category III        The  Subscriber  is an executive  officer or director of the
             ----   Company.

Category IV         The  Subscriber  is a  bank;  savings  and  loan;  insurance
             ----   company;  registered broker or dealer; registered investment
                    company;  registered business development company;  licensed
                    small  business  investment  company  ("SBIC");  or employee
                    benefit  plan  within the  meaning of Title I of ERISA whose
                    plan fiduciary is either a bank, savings and loan, insurance
                    company or  registered  investment  advisor  or whose  total
                    assets  exceed  $5,000,000;   or  a  self-directed  employee
                    benefit  plan  with  investment  decisions  made  solely  by
                    persons that are accredited investors.

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

                    ------------------------------------------------------------
                             (describe entity)

Category V          The Subscriber is a private business  development company as
             ----   defined in Section 202(a)(22) of the Investment Advisers Act
                    of 1940.

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

                    ------------------------------------------------------------
                             (describe entity)

Category VI         The  Subscriber  is an entity with total assets in excess of
             ----   $5,000,000 which was not formed for the purpose of investing
                    in the Units and which is one of the following:

                             a corporation; or
                    ----

                             a partnership; or
                    ----




<PAGE>

                             a business trust; or
                    ----

                             a tax-exempt  organization described in Section
                    ----     501(c)(3) of the Internal Revenue Code of 1986, as
                             amended.

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

                    ------------------------------------------------------------
                             (describe entity)

Category VII        The Subscriber is a trustee for a trust that is revocable by
             ----   the grantor at any time  (including  an IRA) and the grantor
                    qualifies  under either  Category I or Category II above.  A
                    copy of the  declaration  of trust or trust  agreement and a
                    representation  as to the net worth or income of the grantor
                    is enclosed.

Category VIII       The  Subscriber  is an entity all the equity owners of which
             ----   are "accredited  investors"  within one or more of the above
                    categories,  other  than  Category  IV or  Category  V.  [If
                    relying  upon this  category  alone,  each equity owner must
                    complete a separate copy of this Agreement.]

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

                    ------------------------------------------------------------
                             (describe entity)

Category IX         The  Subscriber  is a trust with  total  assets in excess of
             ----   $5,000,000, not formed for the specific purpose of acquiring
                    the  Securities,  whose purchase is directed by a person who
                    has such  knowledge and experience in financial and business
                    matters  that he is  capable  of  evaluating  the merits and
                    risks of the prospective investment.

     6.   In the registration  statement  referred to in paragraph 11 below, the
Company needs to disclose the number of shares the  Subscriber  owns in addition
to those being purchased in this offering.  Does the Subscriber beneficially own
shares of common stock of the Company or securities  convertible  into shares of
common stock of the Company prior to this subscription?

                    Yes              No
                       ---------      ----------

If so, state the number of shares  common stock of the Company you  beneficially
own and the number of shares of common  stock into which any other  security you
hold  could be  converted.  If you are  uncertain  about the number of shares of
common stock into which any other  security you hold could be  converted,  state
the name of the  convertible  security  and the  number of  shares or  principal
amount, as applicable.




<PAGE>


If this information changes, please notify the Company.

Please note that a "beneficial  owner" of shares means any person who,  directly
or indirectly, through any contract, arrangement, understanding, relationship or
otherwise has or shares voting power  (including the power to vote, or to direct
the voting of, such shares),  and/or  investment  power  (including the power to
dispose of, or to direct the disposition of, such shares).  Include shares owned
by your spouse or relatives and over which you have or share  "voting  power" or
"investment  power"  or  both.  Please  note  that  the  same  security  may  be
beneficially  owned by more than one person. In the case of options or warrants,
shares  which  will be  issuable  upon the  exercise  of same are  deemed  to be
beneficially  owned by you if you may exercise  the option or warrant  within 60
days

     7.   Additional   Representations.   The  undersigned,  if  other  than  an
individual, makes the following additional representations:

          (a)  The  Subscriber  was not  organized  for the specific  purpose of
acquiring the Securities; and

          (b)  This  Subscription  Agreement and Letter of Investment Intent has
been duly authorized by all necessary action on the part of the Subscriber,  has
been duly executed by an authorized officer or representative of the Subscriber,
and is a legal,  valid and binding  obligation of the Subscriber  enforceable in
accordance with its terms.

     8.   Sophistication. The Subscriber further represents and warrants that he
has such knowledge and experience in financial and business  matters so as to be
capable of evaluating  the merits and risks of an  investment in the  Securities
and protecting the Subscriber's own interests in this transaction,  and does not
desire to utilize the services of any other person in connection with evaluating
such merits and risks.

     9.   Reliance on  Representations.  The Subscriber  understands the meaning
and  legal  consequences  of  the   representations,   warranties,   agreements,
covenants, and confirmations set out above and agrees that the subscription made
hereby may be accepted in reliance  thereon.  The Subscriber agrees to indemnify
and hold harmless the Company and any selling agent  (including for this purpose
their employees,  and each person who controls either of them within the meaning
of Section 20 of the  Securities  Exchange  Act of 1934,  as  amended)  from and
against any and all loss,  damage,  liability or expense,  including  reasonable
costs and attorney's fees and  disbursements,  which the Company,  or such other
persons may incur by reason of, or in connection  with,  any  representation  or
warranty made herein not having been true when made, any misrepresentation  made
by the  Subscriber  or any  failure  by the  Subscriber  to  fulfill  any of the
covenants or agreements set forth herein,  in the Purchaser  Questionnaire or in
any other document provided by the Subscriber to the Company.




<PAGE>


     10.  Transferability and Assignability. Neither this Subscription Agreement
nor any of the rights of the Subscriber hereunder may be transferred or assigned
by the  Subscriber.  The  Subscriber  agrees that the Subscriber may not cancel,
terminate,  or  revoke  this  Subscription  Agreement  or any  agreement  of the
Subscriber made hereunder (except as otherwise specifically provided herein) and
that this  Subscription  Agreement  shall survive the death or disability of the
Subscriber  and  shall  be  binding  upon  the  Subscriber's  heirs,  executors,
administrators, successors, and assigns.

     11.  Registration  Rights.  The Company shall include the Shares underlying
the Notes in a registration  statement to be filed with the SEC no later than 10
business days after the termination of the offering, and to use its best efforts
to cause the registration statement to be declared effective as soon as possible
thereafter.  These rights are more fully  described in the  Registration  Rights
Agreement  that is attached  to this  Subscription  Agreement  as Exhibit B (the
"Registration Rights Agreement").  By executing this Subscription Agreement, the
Subscriber agrees to the terms of the Registration Rights Agreement.

     12.  NASD  Membership  -  Individual  Investor.  Are  you a  member  of the
NASD,(1) a person  associated with a member(2) of the NASD, or an affiliate of a
member?

                    Yes              No
                       ---------      ----------

     If "Yes," please list any members of the NASD with whom you are  associated
or affiliated.

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

     NASD Membership - Corporate Investor. If you are a corporation,  are any of
your  officers,  directors  or 5%  shareholders  a member of the NASD,  a person
associated with a member of the NASD, or an affiliate of a member?

                    Yes              No
                       ---------      ----------

     If "Yes," please list the name of the  respective  officer,  director or 5%
shareholder  and any  members  of the NASD  with  whom  they are  associated  or
affiliated.

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

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

     13.  Survival.  The  representations  and  warranties of the Subscriber set
forth herein shall survive the sale of the Units  pursuant to this  Subscription
Agreement.

     14.  Notices.  All notices or other  communications  hereunder  shall be in
writing and shall be deemed to have been duly given if delivered  personally  or
mailed by  certified or  registered  mail,  return  receipt  requested,  postage
prepaid, as follows:  if to the Subscriber,  to the address set forth below; and
if to the Company to the address at the  beginning  of this  letter,  or to such




<PAGE>


other  address as the Company or the  Subscriber  shall have  designated  to the
other by like notice.

     15.  (Applicable  to  FLORIDA  residents  only.)  The  Subscriber  has been
informed and recognizes  that (a) the Units have not been  registered  under the
Florida  Securities  Act,  and (b)  under  Section  517.061(12)  of the  Florida
Securities Act, the Subscriber may void the sale of any Securities  within three
(3) days after the tender of this  Subscription  Agreement and payment hereunder
to the Company.

     16.  Counterparts.   This   Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same document.

     17.  Title. Manner in Which Title is To Be Held.

          Place an "X" in one space below:

          (a)      Individual Ownership
              ---
          (b)      Community Property
              ---
          (c)      Joint Tenant with Right of Survivorship (both parties must
              ---  sign)
          (d)      Partnership
              ---
          (e)      Tenants in Common
              ---
          (f)      Corporation
              ---
          (g)      Trust
              ---
          (h)      Other (Describe):
              ---

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

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

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

          Please print above the exact name(s) in which the Securities are to be
held.

     18.  State of  Residence.  My state of  residence  and the state in which I
received the offer to invest and made the  decision to invest in the  Securities
is .

     19.  Date of Birth. My date of birth is:

IN NO EVENT WILL THE COMPANY, THE PLACEMENT AGENT, OR ANY OF THEIR AFFILIATES OR
THE PROFESSIONAL ADVISORS ENGAGED BY THEM BE LIABLE IF FOR ANY REASON RESULTS OF
OPERATIONS OF THE COMPANY ARE NOT AS PROJECTED IN THE DOCUMENTS.  INVESTORS MUST
LOOK  SOLELY  TO,  AND RELY ON,  THEIR  OWN  ADVISORS  WITH  RESPECT  TO THE TAX
CONSEQUENCES OF INVESTING IN THE SECURITIES.




<PAGE>

                           SIGNATURE PAGE ON NEXT PAGE




<PAGE>


                                   SIGNATURES

The Subscriber hereby represents he has read this entire Subscription Agreement.

                                               Dated:
                                                     ---------------------------

                                   INDIVIDUAL

                                               Address to Which Correspondence
                                               Should be Directed


-------------------------------------    ---------------------------------------
Signature (Individual)
                                         ---------------------------------------

-------------------------------------    ---------------------------------------
Signature (All record holders should     City, State and Zip Code
sign)

-------------------------------------    ---------------------------------------
Name(s) Typed or Printed                 Tax Identification or Social Security
                                         Number

                                         (     )
-------------------------------------    ---------------------------------------
                                         Telephone Number




<PAGE>


                CORPORATION, PARTNERSHIP, TRUST, OR OTHER ENTITY


                                               Address to Which Correspondence
                                               Should be Directed


-------------------------------------    ---------------------------------------
Name of Entity
                                         ---------------------------------------


By:
   ----------------------------------    ---------------------------------------
       *Signature                        City, State and Zip Code

Its:
   ----------------------------------    ---------------------------------------
         Title                           Tax Identification or Social Security
                                         Number

                                         (     )
-------------------------------------    ---------------------------------------
Name Typed or Printed                           Telephone Number


*If  Securities  are being  subscribed  for by an  entity,  the  Certificate  of
Signatory must also be completed.


                            CERTIFICATE OF SIGNATORY

      To be completed if Securities are being subscribed for by an entity.

         I,                          , am the                             of
            -------------------------        ---------------------------

                                                                 (the "Entity").
-----------------------------------------------------------------

     I certify that I am empowered and duly  authorized by the Entity to execute
and carry out the terms of the  Subscription  Agreement and Letter of Investment
Intent  and  to  purchase  and  hold  the  Securities,   and  certify  that  the
Subscription Agreement and Letter of Investment Intent has been duly and validly
executed on behalf of the Entity and constitutes a legal and binding  obligation
of the Entity.




<PAGE>



     IN WITNESS WHEREOF,  I have hereto set may hand this        day of        ,
2005.                                                     ------        -------



                                                    ----------------------------
                                                        Signature




<PAGE>


                                   ACCEPTANCE


This Subscription Agreement is accepted as of                            , 2005.
                                              ---------------------------

                                             ATC HEALTHCARE, INC..


                                             By:
                                                 -------------------------------
                                                      Authorized Officer


                                             Date:
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