Exhibit 10.1

                              EMPLOYMENT AGREEMENT

     Employment Agreement,  dated as of July 15, 2006 and effective as of August
9,  2006  (the  "Effective  Date")  between  ATC  HEALTHCARE  INC.,  a  Delaware
Corporation ("ATC" or the "Corporation"),  and Daniel M. Pess who resides at 227
Carpenter Avenue, Sea Cliff, New York 11579 ("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. Notwithstanding the foregoing,  Executive may, at the discretion of ATC and

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with prior written approval which will not be unreasonably  withheld provided it
does not unreasonably interfere with his duties under or violate this Agreement,
and does not take place during business hours,  acquire and oversee personal and
family  investments,  serve as a  director  of other  companies  and  engage  in
charitable activities.

     3. TERM.  This  Agreement  shall  continue  in force and  effect  until the
earliest  of:  (i)  August 8, 2009 or (ii) until such time as notice is given in
writing by either the Corporation or the Executive to the other,  that they wish
to terminate the Agreement.  The  Corporation and the Executive agree to meet to
negotiate  in good  faith the  renewal  of this  Agreement  no less than two (2)
months prior to the  expiration  date of this  Agreement.  This Agreement may be
extended for an additional  period or periods by mutual written agreement of the
Company and the Executive.  A termination  of the terms of this Agreement  where
the parties are unable to agree to renewal terms shall not affect the payment or
any  provision of  compensation  or benefits,  nor affect  Executive's  right to
twelve (12) months of Base Salary as severance  pay if  terminated  as set forth
herein.

     4. COMPENSATION

(a) Salary.  The  Executive  shall be paid a base  salary of $227,200  per annum
during the first year of the  Agreement,  $239,700  per annum  during the second
year of the  Agreement,  and  $252,200  per annum  during  the third year of the
Agreement.  Such  amounts  payable in the same  frequency  as  provided to other
Executives of ATC.

(b) Bonus.  Executive shall be entitled to participate in any bonus program (the
"Bonus  Program") that the Corporation  makes generally  available to its senior
executive  employees.  Executive  shall be entitled to  participate in the Bonus
Program so long as Executive serves as an employee of the  Corporation,  subject

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to the terms and  conditions of the Bonus Program and the then current  policies
and procedures of the  Corporation.  The Bonus Program may involve a sum of cash
or other  consideration  representing  a pool for the benefit of all  Executives
(the  "Pool").  The Executive  will  participate  in the Pool, if earned,  in an
amount  equal  to  no  less  than  20%  (twenty   percent)  of  the  total  Pool
consideration.

(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  without  limitation  professional  dues  associated  with
belonging to the New York State Society of Certified Public  Accountants and the
American  Institute of Certified  Public  Accountants,  upon  submission  by the
Executive of receipts in accordance with ATC policy.

(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 of this Agreement.

(g) Employee  Stock  Purchase  Plan. The Executive is entitled to participate in
the Employee Stock Purchase Plan as described in the related plan documents.

     5. TERMINATION: RIGHTS AND OBLIGATIONS UPON TERMINATION.

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If the Executive's employment with the Corporation terminates during the term of
this  Agreement,  then the  Executive  shall be  entitled  to receive  severance
benefits as follows:

(a) Involuntary Termination.  If, at any time during the term of this Agreement,
the Executive's  employment  terminates as a result of Involuntary  Termination,
including  Good Reason as defined  below,  other than for Cause,  Disability  or
death, or the Corporation  breaches any of the material terms of this Agreement,
the Corporation  shall pay the Executive  severance in the amount of one-twelfth
(1/12)  of the Base  Salary  of the  Executive  at the time of such  termination
(without  giving  effect to any  reduction in Base Salary that  resulted in such
Involuntary  Termination) per month,  for a period of twelve (12) months.  "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 3, 4 or 5 of this  Agreement  by the
Corporation  unless such  breach is cured  within  fifteen  (15) days of written
notice of the breach by Executive.

(b) Disability;  Death. If the Corporation terminates the Executive's employment
as a result of the Executive's  Disability,  or such  Executive's  employment is
terminated  due to the death of the Executive,  then the Executive  shall not be
entitled to receive severance or other benefits except (i) those (if any) as may
then be  established  (and  applicable)  under the  Corporation's  then-existing
severance and other benefits  plans and policies at the time of such  Disability
or death, (ii) benefits required by applicable laws, (iii) in the case of death,
the  Executive's  salary for twenty  six (26) weeks  payable to the  Executive's
surviving spouse, or if the Executive has no spouse, to the Executive's  estate,
and (iv) the  Executive,  his spouse,  or his estate as the case may be, has the
right to exercise the vested portion of any stock  options,  stock rights or the
like, for a period of three (3) months  following the  termination  for death or

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disability.  In the event of  termination  as a result of Disability  under this
Agreement,  the Executive  shall be entitled to the benefits  provided under the
Corporation's then-existing disability or extended sick pay plan, for so long as
such  Executive  continues  to be  disabled  under this  Agreement  or  benefits
otherwise  terminate  under such plan,  provided  the  Executive is deemed to be
disabled under such plan.

(c) Voluntary Resignation;  Termination for Cause. If the Executive's employment
terminates by reason of the  Executive's  voluntary  resignation  (and is not an
Involuntary Termination),  or if the Executive is terminated for Cause, then the
Executive  shall not be entitled to receive  severance or other benefits  except
for  those  (if any) as may  then be  established  (and  applicable)  under  the
Corporation's  then-existing  severance  and benefits  plans and policies at the
time of such termination.

     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, in the case of a
material  breach,  has failed to cure such breach  within thirty (30) days after
receiving  notice from the Corporation  thereof;  (iii) Executive has engaged in

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willful  misconduct or has acted in bad faith in the  performance  of his duties
under this  Agreement  in a manner that has 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 eighteen (18)
months 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 is  discharged  by the  Corporation
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  eighteen  (18)
months after such Change of Control,  the Executive is discharged for any reason
other than for Cause 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 such  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) all benefits received by the Executive 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

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a prorated basis as of the date or discharge or resignation.  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,  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.  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 any amounts owed to
the Corporation by the Executive.

(e) 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 other
employment,  shall be reduced by the  amount of the base  salary and  equivalent
benefits received by Executive from the other employment during that period. The
immediately  preceding  sentence shall not apply in the event of any resignation

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or termination  without Cause occurring  within eighteen (18) months following a
Change of Control.

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

(g)  Options.  In the event the  Executive  is  entitled to  severance  benefits
pursuant to subsection 5(a)(i), the Executive's stock options and other exercise
rights shall remain  exercisable in accordance  with the provisions of the Stock
Option Plan, and, in accordance with Section 5 (h) below.

(h) Vesting of Benefits. If the Executive's employment terminates as a result of
Involuntary  Termination other than Cause, or if a  Change-of-Control  occurs as
defined  herein,  then any unvested  benefits on the date of  termination or the
date of  Change-of-Control,  including stock options,  restricted  stock,  stock
appreciation  rights,  growth  units,  or other  incentive  compensation,  shall
immediately  accelerate and one hundred percent (100%) of such unvested benefits
shall become fully vested and  exercisable.  The Executive  shall thereupon have
fully  vested  rights  to such  benefits  in  accordance  with the  terms of the
applicable plan or agreement and will have a period of three (3) months from the
date of termination or the date of the  Change-in-Control to exercise such stock
options, stock appreciation rights, growth units or restricted stock.

     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 ATC:
                                   ----------

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

                                          or

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

                                   Daniel M. Pess
                                   227 Carpenter Avenue
                                   Sea Cliff, New York 11579


     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.

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          (b)  The Executive agrees that,  during the term hereof and for twelve
               (12) months following the termination hereof, he will not, within
               the United States (A) 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; or (B) 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 or (C) directly or
               indirectly solicit,  recruit or hire any employee of ATC to leave
               the employ of ATC;  or (D)  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.

          (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, or any successor or assign
               of any of the  foregoing.  In addition,  the  severance  payments
               noted above are deemed  consideration for Executive's  compliance
               with this Section 7.

          (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

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               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.

     8. JURISDICTION.  The Executive consents to the jurisdiction of the Supreme
Court of the State of New York or of any  Federal  Court in the City of New York
for a determination with respect to Section 7 only and authorizes the service of
process  on him by  registered  mail sent to him at his  address  shown in ATCs'
records.

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(a) ARBITRATION. Any controversy, dispute or claim arising out of or relating to
this Agreement,  or the breach hereof,  except for those arising from section 7,
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.

(b) LEGAL FEES. In the event that,  after a Change of Control,  the Executive is
required to enforce this Agreement or to procure the benefits  hereunder through
arbitration or litigation,  the Executive shall be entitled to reasonable  legal
fees and all out-of-pocket expenses.

     9. STOCK  OPTIONS.  The Executive will be granted stock options to purchase
400,000 shares of the publicly  traded stock of ATC on the Effective  Date. This
grant will be issued at the  closing  price of ATCs' stock on the day before the
Effective  Date and vest over 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; 25% (twenty-five percent) of the shares
underlying  the grant  will vest one (1) year  from the  Effective  Date and the
remaining  75%  (seventy-five  percent) of the shares will vest monthly in equal

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amounts of 12,500 shares over the  following two (2) years.  It is intended that
all stock options issued to the Executive during the term of the Agreement, will
be "Incentive  Stock  Options" to the extent  permitted by  applicable  laws and
regulations.

     10.  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.

     11. 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.

     12.  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.

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

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     14. 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.

     15. 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.



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

                                                   ATC Healthcare, INC.

                                                   By: /s/ DAVID SAVITSKY
                                                       -------------------------
                                                       David Savitsky, CEO





                                                   By: /s/ DANIEL M. PESS
                                                       -------------------------
                                                       Daniel M. Pess, Executive