SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No.)*

Comprehensive Healthcare Solutions, Inc.

(Name of Issuer)

Common Stock, $.10 Par Value

(Title of Class of Securities)

20466X102

(CUSIP Number)

Fred S. Skolnik, Esq.

Certilman Balin Adler & Hyman, LLP

90 Merrick Avenue, East Meadow, NY 11554

(516) 296-7000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 19, 2005

(Date of Event Which Requires Filing of This Statement)

If the Filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ]

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 20466X102

1. NAME OF REPORTING PERSONS Comprehensive Associates LLC   I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-3189219

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]

3. SEC USE ONLY

4. SOURCE OF FUNDS WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]

6. CITIZENSHIP OR PLACE OF ORGANIZATION State of New York  

NUMBER OF SHARES	7.	SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH	8.	SHARED VOTING POWER 5,671,428
REPORTING
PERSON WITH	9.	SOLE DISPOSITIVE POWER
	10.	SHARED DISPOSITIVE POWER 5,671,428
		___________________________

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,671,428

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[ ]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.5%

14. TYPE OF REPORTING PERSON OO

CUSIP No. 20466X102

1. NAME OF REPORTING PERSONS The Nybor Group, Inc.   I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 11-3095214

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]

3. SEC USE ONLY

4. SOURCE OF FUNDS N/A

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]

6. CITIZENSHIP OR PLACE OF ORGANIZATION State of New York  

NUMBER OF SHARES	7.	SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH	8.	SHARED VOTING POWER 5,671,428
REPORTING
PERSON WITH	9.	SOLE DISPOSITIVE POWER
	10.	SHARED DISPOSITIVE POWER 5,671,428
		___________________________

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,671,428

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[ ]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.5%

14. TYPE OF REPORTING PERSON CO

CUSIP No. 20466X102

1. NAME OF REPORTING PERSONS Robyn Schreiber   I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) N/A

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]

3. SEC USE ONLY

4. SOURCE OF FUNDS N/A

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]

6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America  

NUMBER OF SHARES	7.	SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH	8.	SHARED VOTING POWER 5,671,428
REPORTING
PERSON WITH	9.	SOLE DISPOSITIVE POWER
	10.	SHARED DISPOSITIVE POWER 5,671,428
		___________________________

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,671,428

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[ ]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.5%

14. TYPE OF REPORTING PERSON IN

ITEM 1. SECURITY AND ISSUER.

The Reporting Persons are making this statement in reference to shares of common stock, par value $.10 per share (the “Common Stock”), of Comprehensive Healthcare Solutions, Inc., a Delaware corporation (“Comprehensive Healthcare” or the “Issuer”). The address of Comprehensive Healthcare’s principal executive offices is 45 Ludlow Street, Suite 602, Yonkers, New York 10705.

ITEM 2. IDENTITY AND BACKGROUND.

The Reporting Persons are making this statement pursuant to Rule 13d-1(a).

(a)Names:

Comprehensive Associates LLC (“Comprehensive Associates”)

The Nybor Group, Inc. (“Nybor”)

Robyn Schreiber

(b) Residence or business address:

64 Shelter Lane

Roslyn, New York 11577

(c)Comprehensive Associates is a limited liability company established for the sole purpose of investing in the Issuer. Nybor is the managing member of Comprehensive Associates and is a company primarily engaged in the business of consulting and investing. Robyn Schreiber is the sole shareholder and President of Nybor.

(d)None of the Reporting Persons has been convicted in a criminal proceeding in the last five years.

On or about September 2, 1999, seven individuals (including Warren Schreiber) and three brokerage firms were indicted in the United States District Court - Southern District of New York on various counts relating to securities. On September 8, 2000, Mr. Schreiber pled guilty to eight counts of securities fraud as well as conspiracy to commit securities fraud, mail fraud and wire fraud and make false statements in public offerings. Mr. Schreiber served his sentence in a federal camp from April 2001 until August 2004. Mr. Schreiber is Robyn Schreiber’s husband and he assisted in the negotiations of the transaction between Comprehensive Healthcare and Comprehensive Associates.

(e)None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Comprehensive Associates was organized under the laws of the State of New York. Nybor was organized under the laws of the State of New York. Robyn Schreiber is a citizen of the United States.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Nybor and The Robyn Schreiber Irrevocable Trust contributed an aggregate of $235,000 to Comprehensive Associates for the purpose of acquiring the securities described in Item 4 hereof.

ITEM 4. PURPOSE OF TRANSACTION.

On August 19, 2005, Comprehensive Associates purchased convertible debentures of Comprehensive Healthcare in the principal amounts of $35,000 and $200,000, respectively. The convertible debentures mature on January 30, 2006 and December 31, 2006, respectively, and bear interest at the rate of 6% per annum. The principal amounts of, and accrued interest on, the convertible debentures are convertible into shares of Common Stock of the Issuer at a conversion price of $.35 per share, subject to adjustment as provided for in the convertible debentures.

In addition, on August 19, 2005, pursuant to a consulting agreement entered into with Comprehensive Healthcare, Comprehensive Associates was granted immediately exercisable five year warrants for the purchase of an aggregate of 5,000,000 shares of Common Stock. The warrants are exercisable at the following prices per share: (i) 500,000 at $.35 per share, (ii) 500,000 at $.40 per share, (iii) 2,000,000 at $.50 per share, (iv) 1,000,000 at $.60 per share and (v) 1,000,000 at $.70 per share, all subject to adjustment as provided for in the warrants.

The Issuer has agreed to register the resale of the shares underlying the convertible debentures and warrants.

Subject to and depending upon prevailing market conditions, the Reporting Persons may choose to convert the convertible debentures into shares of Common Stock, and/or exercise the warrants and/or purchase additional shares of Common Stock from time to time in the open market, in privately negotiated transactions with third parties, or otherwise.

Depending upon prevailing market conditions, the Reporting Persons may also determine to dispose of shares of Common Stock held by them in the open market, in privately negotiated transactions with third parties, or otherwise.

The Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

As of the date hereof, the Reporting Persons are the beneficial owners of 5,671,428 shares of Common Stock (or approximately 28.5% of the outstanding Common Stock). Such share figure represents the 671,428 shares of Common Stock issuable upon conversion of the currently outstanding aggregate principal amount of the convertible debentures and the 5,000,000 shares of Common Stock purchasable upon exercise of the warrants. The percentage was computed based on the 16,055,470 shares of Common Stock outstanding as of July 14, 2005 pursuant to Comprehensive Healthcare’s Quarterly Report on Form 10-Q filed by Comprehensive Healthcare for the period ended May 30, 2005, less the 1,800,000 shares cancelled as indicated in Comprehensive Healthcare’s Form 8-K for an event dated August 19, 2005.

Except as described in Item 4, the Reporting Persons did not effect any transaction in the securities of the Issuer during the past 60 days.

ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPSWITH RESPECT TO SECURITIES OF THE ISSUER.   See Item 4 hereof.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

(1)   Agreement among the Reporting Persons.

(2)   Convertible Debenture of Comprehensive Healthcare, dated August 19, 2005, made payable to Comprehensive Associates in the original principal amount of $200,000.

(3)   Convertible Debenture of Comprehensive Healthcare, dated August 19, 2005, made payable to Comprehensive Associates in the original principal amount of $35,000.

(4)   Warrant, dated August 19, 2005, issued to Comprehensive Associates for the purchase of 500,000 shares of Common Stock of Comprehensive Healthcare.

(5)   Warrant, dated August 19, 2005, issued to Comprehensive Associates for the purchase of 500,000 shares of Common Stock of Comprehensive Healthcare.

(6)   Warrant, dated August 19, 2005, issued to Comprehensive Associates for the purchase of 2,000,000 shares of Common Stock of Comprehensive Healthcare.

(7)   Warrant, dated August 19, 2005, issued to Comprehensive Associates for the purchase of 1,000,000 shares of Common Stock of Comprehensive Healthcare.

(8)   Warrant, dated August 19, 2005, issued to Comprehensive Associates for the purchase of 1,000,000 shares of Common Stock of Comprehensive Healthcare.

(9)   Registration Rights Agreement between Comprehensive Healthcare and Comprehensive Associates, dated August 19, 2005.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 29, 2005

COMPREHENSIVE ASSOCIATES LLC

By: The Nybor Group, Inc., Managing Member

By: /s/  Robyn Schreiber

   Robyn Schreiber, President

THE NYBOR GROUP, INC.

By: /s/  Robyn Schreiber

Robyn Schreiber, President

/s/  Robyn Schreiber

Robyn Schreiber

EX-99.1

EXHIBIT 1

The undersigned agree that the Statement on Schedule 13D to which this Agreement is attached is filed on behalf of each one of them.

	COMPREHENSIVE ASSOCIATES LLC
	By:	The Nybor Group, Inc., Managing Member
Date: August 29, 2005	By:	/s/ Robyn Schreiber
		Robyn Schreiber
		Title:  President

THE NYBOR GROUP, INC.
By:	/s/ Robyn Schreiber
	Robyn Schreiber
	Title: President

/s/ Robyn Schreiber
Robyn Schreiber

EX-99.2

THIS CONVERTIBLE DEBENTURE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND NO INTEREST THEREIN MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES SHALL BE EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) SUCH SECURITIES ARE TRANSFERRED PURSUANT TO RULE 144 PROMULGATED UNDER THE ACT (OR ANY SUCCESSOR RULE) OR (3) COMPREHENSIVE HEALTHCARE SOLUTIONS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT NO VIOLATION OF THE ACT WILL BE INVOLVED IN SUCH TRANSFER.

COMPREHENSIVE HEALTHCARE SOLUTIONS, INC.

CONVERTIBLE DEBENTURE

$200,000

August 19, 2005

The undersigned, COMPREHENSIVE HEALTHCARE SOLUTIONS, INC., a Delaware corporation (the “Company”), with offices at 45 Ludlow Street, Suite 602, Yonkers, New York 10705, promises to pay to the order of COMPREHENSIVE ASSOCIATES LLC, a New York limited liability company (together with its successors and assigns, the “Holder”), on December 31, 2006 (the “Maturity Date”), at the offices of the Holder located at 64 Shelter Lane, Roslyn, New York 11577, or at such other place as the Holder may designate to the Company, in writing, the principal amount of TWO HUNDRED THOUSAND DOLLARS ($200,000), together with interest thereon at the rate of six percent (6.0%) per annum from the date hereof.

SECTION 1. PAYMENT OF PRINCIPAL AND INTEREST.

Unless earlier converted in accordance with the terms of Section 2 below or redeemed and prepaid in accordance with the terms of Section 3 below, the entire outstanding principal amount of this Debenture, together with any accrued interest thereon (the “Outstanding Amount”), shall be due and payable on the Maturity Date, in cash.

SECTION 2. CONVERSION.

(a)Conversion Right.

(i)At any time after the date hereof, and from time to time until this Debenture is paid in full, the Holder may, in its sole discretion, convert all or any portion of the Outstanding Amount (the “Conversion Right”) into such number of shares (the “Conversion Shares”) of common stock of the Company, par value $.10 per share (“Common Stock”), that shall be obtained by dividing the portion of the Outstanding Amount to be converted by thirty-five cents ($0.35), subject to adjustment as provided below in this Section 2 (the “Conversion Price”).

(ii)The Holder shall be entitled to exercise the Conversion Right from time to time as to the Outstanding Amount upon written notice to the Company (the “Conversion Notice”), which notice shall be in the form attached hereto as Annex I. The date upon which the conversion shall be effective (the “Conversion Date”) will be the date specified in the Conversion Notice. The Holder will be deemed the record holder of the Conversion Shares on the Conversion Date whether or not the Company or its transfer agent is then open for business. Within one (1) day of the Conversion Date, the Company shall issue appropriate stock certificates to the Holder (or such other person or entity designated by the Holder) representing the aggregate number of Conversion Shares due to the Holder as a result of such conversion. The Company shall take all other necessary or appropriate actions in connection with or to effect such conversion.

(iii)The Company shall, at all times, reserve and keep available out of its authorized capital stock, solely for the purposes of issuance upon conversion of this Debenture, such number of its shares of Common Stock as shall be issuable upon the conversion of this Debenture; and if at any time the number of authorized shares of Common Stock shall not be sufficient to effect the conversion of this Debenture, the Company will take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose; the Company shall have analogous obligations with respect to any other securities or property issuable upon conversion of this Debenture. As long as this Debenture shall be outstanding, the Company shall use its best efforts to cause all the shares of Common Stock issuable upon conversion of this Debenture to be listed and/or quoted on all securities exchanges and/or Nasdaq or other medium on which such shares may then be listed.

(b)Below Conversion Price Issuance; Stock Dividends, Etc.

(i)Sale of Shares Below Conversion Price.

(A)If at any time or from time to time after the date hereof the Company issues or sells shares of Common Stock or Common Stock Equivalents (as hereinafter defined) (other than as a dividend or other distribution on any class of stock as provided in Section 2(b)(ii) below, or a subdivision or combination of shares as provided in Section 2(b)(iii) below) for an Effective Price (as hereinafter defined) that is less than the Conversion Price then in effect, then, and in each such case, the then existing Conversion Price shall be reduced, as of the opening of business on the date of such issue or sale, to the Effective Price. For purposes hereof,

(I)a “Common Stock Equivalent” shall mean each share of Common Stock into which securities or property or rights are convertible, exchangeable or exercisable for or into shares of Common Stock, or otherwise entitle the holder thereof to receive, directly or indirectly, any of the foregoing (provided that the Conversion Price shall be adjusted to reflect any termination of such instruments prior to the exercise of the Conversion Right); and

(II)the “Effective Price” of

(A)a Common Stock Equivalent shall mean the sum of (x) the fair market value of the consideration paid for such security plus (y) the fair market value of the minimum consideration, if any, to be paid for the conversion, exercise or exchange of such security for or into each share of Common Stock, in each case on a per share of Common Stock basis (provided that the Conversion Price shall be adjusted to reflect adjustments to the Effective Price based upon any change in such minimum consideration to be paid prior to the exercise of the Conversion Right); and

(B)a share of Common Stock issued by the Company (other than upon the conversion, exercise or exchange of Common Stock Equivalents) shall be the fair market value of the consideration paid for such share of Common Stock.

(B)Consideration Received for Securities. For the purpose of making any adjustment required under this Section 2(b)(i), the consideration received by the Company for any issue or sale of securities shall (x) to the extent it consists of cash, be computed at the gross amount of cash received by the Company prior to deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issue or sale and without deduction of any expenses payable by the Company, and (y) to the extent it consists of property other than cash, be computed at the fair market value of that property as determined, in good faith, by the Board of Directors, and if additional shares of Common Stock and/or Common Stock Equivalents are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined, in good faith, by the Board of Directors to be allocable to such additional shares of Common Stock and/or Common Stock Equivalents, which determination shall be subject to the approval of the Holder; provided that, in the event the Holder does not agree with the Company’s determination of the value of such consideration, the parties shall mutually agree upon and appoint an appraiser, which shall be commissioned to investigate the value of the property to be distributed and shall submit a notice of an appraisal of that value to the Company and to the Holder within thirty (30) days of such commission. The appraiser shall be instructed to determine such value without regard to income tax consequences to the recipient as a result of receiving consideration other than cash. The value determined by the appraiser shall be conclusive. The expense of the appraisal process shall be borne by the Company.

(ii)Adjustment for Common Stock Dividends and Distributions. If, at any time after the date hereof, the Company makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock or Common Stock Equivalents, in each such event, the Conversion Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Conversion Price then in effect by a fraction (A) the numerator of which is the total number of shares of Common Stock and Common Stock Equivalents issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (B) the denominator of which is the total number of shares of Common Stock and Common Stock Equivalents issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock or Common Stock Equivalents issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this Section 2(b)(ii) to reflect the actual payment of such dividend or distribution.

(iii)Adjustments for Stock Splits, Stock Subdivisions and Combinations. If, at any time after the date hereof, the Company subdivides or combines the Common Stock, (A) in the case of a subdivision (including a stock split), the Conversion Price in effect immediately prior to such event shall be proportionately decreased and the number of shares of Common Stock issuable hereunder shall be proportionately increased, and (B) in the case of a combination (including a reverse stock split), the Conversion Price in effect immediately prior to such event shall be proportionately increased and the number of shares of Common Stock issuable hereunder shall be proportionately decreased. Any adjustment under this Section 2(b)(iii) shall become effective at the close of business on the date the subdivision or combination becomes effective.

(iv)Adjustments for Reclassification, Reorganization, Merger, Consolidation and Sale. In case of (A) any reclassification, reorganization, change or conversion of securities of the Common Stock (other than a change in par value, or from par value to no par value) into other shares or securities of the Company, or (B) any merger or consolidation of the Company with or into another entity (other than a merger or consolidation with another entity in which the Company is the acquiring and the surviving entity and that does not result in any reclassification or change of the Common Stock), or (C) any sale of all or substantially all the assets of the Company, the Holder shall have the right to receive, in lieu of the shares of Common Stock into which this Debenture is convertible, the kind and amount of shares of stock and other securities, money and property receivable upon such reclassification, reorganization, change, merger, consolidation or sale upon conversion by the Holder of the maximum number of shares of Common Stock into which this Debenture could have been converted immediately prior to such reclassification, reorganization, change, merger, consolidation or sale, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof. The provisions of this clause (iv) shall similarly attach to successive reclassifications, reorganizations, changes, mergers, consolidations and sales.

(c)Other Distributions. In the event the Company provides the holders of its Common Stock with consideration that is not otherwise addressed in this Section 2 (including, without limitation, declaring a distribution payable in securities, assets, cash or evidences of indebtedness issued by other persons or the Company (excluding cash dividends declared and paid by the Company out of retained earnings), then, in each such case, the Holder shall be entitled to a prorata share of any such distribution as though the Holder was a holder of the number of shares of Common Stock of the Company issuable upon the conversion of this Debenture in whole as of the record date fixed for the determination of the holders of Common Stock of the Company entitled to receive such distribution.

(d)Recapitalizations. If at any time there occurs a recapitalization of the Common Stock (other than a subdivision, combination, merger, consolidation or sale of assets provided for in this Section 2), the Holder shall be entitled to receive upon conversion of this Debenture the number of shares of capital stock or other securities or property of the Company or otherwise, to which a holder of the Common Stock deliverable upon conversion would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 2 with respect to the rights of the Holder after the recapitalization to the end that the provisions of this Section 2 (including adjustment of the Conversion Price then in effect and the number of shares issuable upon conversion of this Debenture) shall be applicable after that event as nearly equivalent as may be practicable.

(e)No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or By-laws or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 2 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against impairment.

(f)Notice of Adjustments. Whenever there shall be any change pursuant to this Section 2, the Company shall prepare a certificate setting forth, in reasonable detail, the event requiring the change and the kind and amount of shares of stock and other securities, money and property subsequently issuable upon a conversion hereof. Such certificate shall be signed by its chief financial officer and shall be delivered to the Holder or such other person as the Holder or any successor notice recipient may designate.

(g)Fractional Shares; Rounding. No fractional shares of Common Stock will be issued in connection with any conversion hereunder, but in lieu of such fractional shares, the number of shares of Common Stock to be received by the Holder upon conversion shall be rounded up to the nearest whole share. All calculations under this Section 2 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be.

(h)Registration Rights. Pursuant to a Registration Rights Agreement of even date between the Company and the Holder, the Holder has been granted certain registration rights with respect to the resale of the Conversion Shares.

SECTION 3. REDEMPTION.

The Company may, at its option, elect to redeem and prepay all or any portion of the outstanding principal of this Debenture, provided that all accrued interest thereon is paid simultaneously with the principal payment redeemed and prepaid. The redemption price shall be one hundred ten percent (110%) of the principal amount of the Debenture redeemed, plus accrued interest thereon. Any such election to redeem and prepay this Debenture shall be exercised by providing written notice thereof to the Holder (the “Redemption Notice”) not less than thirty (30) days prior to the date fixed in such notice as the date for redemption (the “Redemption Date”). The Redemption Notice shall indicate the principal amount to be redeemed and prepaid. Notwithstanding the foregoing, (a) the Holder may exercise its Conversion Right pursuant to Section 2 hereof at any time prior to the Redemption Date, (b) no Redemption Notice may be sent unless and until a registration statement covering the resale of the Conversion Shares (the “Registration Statement”) has been filed with the Securities and Exchange Commission and such Registration Statement is current and effective and (c) the Company shall not be permitted to redeem and prepay any portion of the outstanding principal amount of this Debenture if the Registration Statement is not current and effective on the Redemption Date.

SECTION 4. EVENTS OF DEFAULT.

The occurrence of any of the following events shall constitute an event of default (an “Event of Default”):

(a)a default in the payment of any portion of the principal amount of this Debenture, when and as the same shall become due and payable, whether on the Maturity Date, the Redemption Date or otherwise;

(b)a default in the payment of any accrued and unpaid interest on this Debenture, when and as the same shall become due and payable;

(c)a breach by the Company of any of its representations and warranties or other obligations under this Debenture and the failure to cure such breach within ten (10) days after written notice thereof by the Holder;

(d)the failure by the Company at ay time to reserve and keep available out of its authorized stock, solely for the purposes of issuance upon conversion of this Debenture, such number of its shares of Common Stock as shall be issuable upon the conversion of this Debenture;

(e)the failure by the Company to timely file any report pursuant to the Securities Exchange Act of 1934, as amended;

(f)at any time after the nine (9) month anniversary of the date hereof, the Registration Statement is not effective and current;

(g)the Company’s Common Stock is not listed on either the OTC Bulletin Board, Nasdaq or a national securities exchange;

(h)John Treglia is no longer serving as Chief Executive Officer of the Company;

(i)Paul Rothman is no longer serving as President of the Company;

(j)a distress, execution, sequestration or other process is levied or enforced upon the Company or sued out against, in each case, a material part of its property which is not discharged or challenged within sixty (60) days;

(k)the Company is unable to generally pay its debts as they mature or become due;

(l)the Company ceases wholly or substantially to carry on its business or dissolves;

(m)the Company shall make a general assignment for the benefit of creditors, or shall admit in writing its general inability to pay, or shall generally fail to pay, its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Company or of any substantial part of the assets of the Company, or shall commence any case or other proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Company; or

(n)a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicatingthe Company bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Company in an involuntary case under federal bankruptcy laws as now or hereafter constituted.

SECTION 5. REMEDIES IN THE EVENT OF DEFAULT.

(a)In the case of an Event of Default, the Holder may in its sole discretion demand that the Outstanding Amount shall be and become immediately due and payable in cash whereupon the same shall become immediately due and payable.

(b)The Company hereby waives demand and presentment for payment, notice of nonpayment, protest and notice of protest, diligence, filing suit, and all other notices

(c)Should the indebtedness represented by this Debenture or any part thereof be collected at law or in equity, or in bankruptcy, receivership or any other court proceedings (whether at the trial or appellate level), or should this Debenture be placed in the hands of any agent or attorneys for collection upon default or maturity, the Company agrees to pay, in addition to all other amounts due and payable hereunder, all costs and expenses of collection or attempting to collect this Debenture, including reasonable attorneys’ fees.

(d)In the case of an Event of Default, this Debenture shall bear interest after such default at an interest rate of sixteen percent (16%) per annum.

SECTION 6. REPRESENTATIONS AND WARRANTIES.

The Company represents and warrants to the Holder as follows:

(a)The Company has all requisite corporate power and authority to authorize and execute this Debenture and the certificates evidencing the Conversion Shares and to perform all obligations and undertakings under this Debenture;

(b)This Debenture has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms;

(c)The Conversion Shares have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable;

(d)Neither execution and delivery of this Debenture, nor the issuance of the Conversion Shares upon the conversion of this Debenture in accordance with the terms hereof, will be inconsistent with the Company’s Certificate of Incorporation or By-laws, as amended, and do not and will not constitute a default under any indenture, mortgage, contract or other instrument, judgment, decree or order to which the Company is a party or by which it is bound; and

(e)The authorized capital stock of the Company consists of 20,000,000 shares of Common Stock, of which 14,255,470 shares are issued and outstanding. There are no subscriptions, options, warrants, rights, calls or other commitments to which the Company is a party, or by which it is bound, calling for the issuance, sale, transfer or other disposition of any class of securities of the Company and there are no outstanding securities or instruments of the Company convertible into or exchangeable for shares of Common Stock or any other securities of the Company.

SECTION 7. COVENANTS OF THE COMPANY.

(a)The Company shall not incur any indebtedness for money borrowed which shall rank senior to this Debenture as to priority of payment.

(b)The Company agrees that it will not sell, or enter into any agreement to sell, shares of its Common Stock or any Common Stock Equivalents for an Effective Price that is less than fifty cents ($.50) per share (the “Threshold Price”) (as such Threshold Price is adjusted for the events set forth in subparagraphs (ii), (iii) and (iv) of Section 2(b)) without the prior consent of the Holder, which consent shall not be unreasonably withheld. Any consent given by the Holder shall not impair or otherwise affect the Holder’s rights under Section 2 hereof, including, without limitation, the anti-dilution adjustments provided for therein.

SECTION 8. MISCELLANEOUS.

(a)This Debenture and all of the provisions hereof shall be binding upon and inure to the benefit of the Company, the Holder and their respective successors and assigns. All or any part of this Debenture may be assigned or transferred by the Holder and its assigns and transferees.

(b)All notices, demands and requests of any kind to be delivered to any party in connection with this Debenture shall be in writing and shall be deemed to have been duly given if personally or hand delivered or if sent by a recognized overnight delivery courier or by registered or certified mail, return receipt requested and postage prepaid, or by facsimile transmission addressed as follows:

(i)if to the Company, to:

Comprehensive Healthcare Solutions, Inc.

45 Ludlow Street, Suite 602

Yonkers, New York 10705

Attention: John H. Treglia, Chairman of the Board & Chief Executive Officer

Facsimile: (914) 375-3696

with a copy to:

Anslow & Jaclin, LLP

195 Route 9, Suite 204

Manalapan, New Jersey 07726

Attention: Gregg E. Jaclin, Esq.

Facsimile: (732) 577-1188

(ii)   if to the Holder, to:

Comprehensive Associates LLC

64 Shelter Lane

Roslyn, New York 11577

Attention: Robyn Schreiber

Facsimile: (516) 621-9172

with a copy to:

Certilman Balin Adler & Hyman, LLP

90 Merrick Avenue, 9th Floor

East Meadow, New York 11554

Attention: Fred Skolnik, Esq.

Facsimile: (516) 296-7111

or to such other address as the party to whom notice is to be given may have furnished to the other party hereto in writing in accordance with provisions of this Section 8. Any such notice or communication shall be deemed to have been effectively given (i) in the case of personal or hand delivery, on the date of such delivery, (ii) in the case of a recognized overnight delivery courier, on the business day after the date when sent, (iii) in the case of mailing, on the third business day following that day on which the piece of mail containing such communication is posted and (iv) in the case of facsimile transmission, on the date of transmission.

(c)This Debenture represents the entire agreement between the parties hereto with respect to the subject matter thereof. This Debenture may not be modified or amended, or any of the provisions hereof waived, except by written agreement of the Company and the Holder.

(d)This Debenture shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to principles of conflicts of laws.

(e)The invalidity of any of the provisions of this Debenture shall not invalidate or otherwise affect any of the other provisions of this Debenture, which shall remain in full force and effect.

(f)Notwithstanding anything to the contrary contained in this Debenture, the rate of interest payable on this Debenture shall never exceed the maximum rate of interest permitted under applicable law.

(g)The Company acknowledges and agrees that the obligations under this Debenture are unconditional and are not subject to any defense, counterclaim or right of offset or setoff.

(h)All payments made under this Debenture shall be made by electronic funds wire transfer in accordance with the wire transfer instructions submitted by the Holder as the first payment method option; however, the Holder may designate that payments may be made by bank or certified check, at the offices of the Holder set forth herein or such other place as the Holder shall designate in writing to the Company.

(i)The Company covenants to the Holder that upon receipt of a description of circumstances reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Debenture and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Debenture, the Company will make and deliver a new Debenture, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Debenture.

(j)The descriptive headings of the several sections and paragraphs contained in this Debenture are for reference purposes only and shall not affect in anyway the meaning or interpretation of this Debenture .

(k)The Company acknowledges that it has been represented by counsel in connection with this Debenture. Accordingly, any rule or law or any legal decision that would require the interpretation of any claimed ambiguities in this Debenture against the party that drafted it has no application and is expressly waived by the Company. The provisions of this Debenture shall be interpreted in a reasonable manner to give effect to the intent of the parties hereto.

{Remainder of page intentionally left blank. Signature page follows.}

IN WITNESS WHEREOF,the Company has executed and delivered this Debenture on the date first above written.

COMPREHENSIVE HEALTHCARE SOLUTIONS, INC.
By:	/s/ John Treglia
	John Treglia
	Title: Chairman of the Board & Chief Executive Officer

ANNEX 1

FORM OF CONVERSION NOTICE

To: Comprehensive Healthcare Solutions, Inc.

The undersigned owner of this Convertible Debenture hereby exercises the option to convert this Debenture, or the portion hereof below designated, into shares of Common Stock of Comprehensive Healthcare Solutions, Inc. in accordance with the terms of this Debenture and directs that the shares issuable and deliverable upon the conversion be issued and delivered to the registered holder hereof or its designee as indicated below.

Dated:

By:_________________________________

Address:____________________________

_______________________________

Taxpayer Identification No.: ______________

Amount to be Converted: $_______________

Effective Date of Conversion:_____________

Name in which Shares

are to be Issued: _______________________

EX-99.3

THIS CONVERTIBLE DEBENTURE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND NO INTEREST THEREIN MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES SHALL BE EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) SUCH SECURITIES ARE TRANSFERRED PURSUANT TO RULE 144 PROMULGATED UNDER THE ACT (OR ANY SUCCESSOR RULE) OR (3) COMPREHENSIVE HEALTHCARE SOLUTIONS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT NO VIOLATION OF THE ACT WILL BE INVOLVED IN SUCH TRANSFER.

COMPREHENSIVE HEALTHCARE SOLUTIONS, INC.

CONVERTIBLE DEBENTURE

$35,000

August 19, 2005

The undersigned, COMPREHENSIVE HEALTHCARE SOLUTIONS, INC., a Delaware corporation (the “Company”), with offices at 45 Ludlow Street, Suite 602, Yonkers, New York 10705, promises to pay to the order of COMPREHENSIVE ASSOCIATES LLC, a New York limited liability company (together with its successors and assigns, the “Holder”), on January 30, 2006 (the “Maturity Date”), at the offices of the Holder located at 64 Shelter Lane, Roslyn, New York 11577, or at such other place as the Holder may designate to the Company, in writing, the principal amount of THIRTY-FIVE THOUSAND DOLLARS ($35,000), together with interest thereon at the rate of six percent (6.0%) per annum from the date hereof.

SECTION 1. PAYMENT OF PRINCIPAL AND INTEREST.

Unless earlier converted in accordance with the terms of Section 2 below or redeemed and prepaid in accordance with the terms of Section 3 below, the entire outstanding principal amount of this Debenture, together with any accrued interest thereon (the “Outstanding Amount”), shall be due and payable on the Maturity Date, in cash.

SECTION 2. CONVERSION.

(a)Conversion Right.

(i)At any time after the date hereof, and from time to time until this Debenture is paid in full, the Holder may, in its sole discretion, convert all or any portion of the Outstanding Amount (the “Conversion Right”) into such number of shares (the “Conversion Shares”) of common stock of the Company, par value $.10 per share (“Common Stock”), that shall be obtained by dividing the portion of the Outstanding Amount to be converted by thirty-five cents ($0.35), subject to adjustment as provided below in this Section 2 (the “Conversion Price”).

(ii)The Holder shall be entitled to exercise the Conversion Right from time to time as to the Outstanding Amount upon written notice to the Company (the “Conversion Notice”), which notice shall be in the form attached hereto as Annex I. The date upon which the conversion shall be effective (the “Conversion Date”) will be the date specified in the Conversion Notice. The Holder will be deemed the record holder of the Conversion Shares on the Conversion Date whether or not the Company or its transfer agent is then open for business. Within one (1) day of the Conversion Date, the Company shall issue appropriate stock certificates to the Holder (or such other person or entity designated by the Holder) representing the aggregate number of Conversion Shares due to the Holder as a result of such conversion. The Company shall take all other necessary or appropriate actions in connection with or to effect such conversion.

(iii)The Company shall, at all times, reserve and keep available out of its authorized capital stock, solely for the purposes of issuance upon conversion of this Debenture, such number of its shares of Common Stock as shall be issuable upon the conversion of this Debenture; and if at any time the number of authorized shares of Common Stock shall not be sufficient to effect the conversion of this Debenture, the Company will take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose; the Company shall have analogous obligations with respect to any other securities or property issuable upon conversion of this Debenture. As long as this Debenture shall be outstanding, the Company shall use its best efforts to cause all the shares of Common Stock issuable upon conversion of this Debenture to be listed and/or quoted on all securities exchanges and/or Nasdaq or other medium on which such shares may then be listed.

(b)Below Conversion Price Issuance; Stock Dividends, Etc.

(i)Sale of Shares Below Conversion Price.

(A)If at any time or from time to time after the date hereof the Company issues or sells shares of Common Stock or Common Stock Equivalents (as hereinafter defined) (other than as a dividend or other distribution on any class of stock as provided in Section 2(b)(ii) below, or a subdivision or combination of shares as provided in Section 2(b)(iii) below) for an Effective Price (as hereinafter defined) that is less than the Conversion Price then in effect, then, and in each such case, the then existing Conversion Price shall be reduced, as of the opening of business on the date of such issue or sale, to the Effective Price. For purposes hereof,

(I)a “Common Stock Equivalent” shall mean each share of Common Stock into which securities or property or rights are convertible, exchangeable or exercisable for or into shares of Common Stock, or otherwise entitle the holder thereof to receive, directly or indirectly, any of the foregoing (provided that the Conversion Price shall be adjusted to reflect any termination of such instruments prior to the exercise of the Conversion Right); and

(II)the “Effective Price” of

(A)a Common Stock Equivalent shall mean the sum of (x) the fair market value of the consideration paid for such security plus (y) the fair market value of the minimum consideration, if any, to be paid for the conversion, exercise or exchange of such security for or into each share of Common Stock, in each case on a per share of Common Stock basis (provided that the Conversion Price shall be adjusted to reflect adjustments to the Effective Price based upon any change in such minimum consideration to be paid prior to the exercise of the Conversion Right); and

(B)a share of Common Stock issued by the Company (other than upon the conversion, exercise or exchange of Common Stock Equivalents) shall be the fair market value of the consideration paid for such share of Common Stock.

(B)Consideration Received for Securities. For the purpose of making any adjustment required under this Section 2(b)(i), the consideration received by the Company for any issue or sale of securities shall (x) to the extent it consists of cash, be computed at the gross amount of cash received by the Company prior to deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issue or sale and without deduction of any expenses payable by the Company, and (y) to the extent it consists of property other than cash, be computed at the fair market value of that property as determined, in good faith, by the Board of Directors, and if additional shares of Common Stock and/or Common Stock Equivalents are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined, in good faith, by the Board of Directors to be allocable to such additional shares of Common Stock and/or Common Stock Equivalents, which determination shall be subject to the approval of the Holder; provided that, in the event the Holder does not agree with the Company’s determination of the value of such consideration, the parties shall mutually agree upon and appoint an appraiser, which shall be commissioned to investigate the value of the property to be distributed and shall submit a notice of an appraisal of that value to the Company and to the Holder within thirty (30) days of such commission. The appraiser shall be instructed to determine such value without regard to income tax consequences to the recipient as a result of receiving consideration other than cash. The value determined by the appraiser shall be conclusive. The expense of the appraisal process shall be borne by the Company.

(ii)Adjustment for Common Stock Dividends and Distributions. If, at any time after the date hereof, the Company makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock or Common Stock Equivalents, in each such event, the Conversion Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Conversion Price then in effect by a fraction (A) the numerator of which is the total number of shares of Common Stock and Common Stock Equivalents issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (B) the denominator of which is the total number of shares of Common Stock and Common Stock Equivalents issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock or Common Stock Equivalents issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this Section 2(b)(ii) to reflect the actual payment of such dividend or distribution.

(iii)Adjustments for Stock Splits, Stock Subdivisions and Combinations. If, at any time after the date hereof, the Company subdivides or combines the Common Stock, (A) in the case of a subdivision (including a stock split), the Conversion Price in effect immediately prior to such event shall be proportionately decreased and the number of shares of Common Stock issuable hereunder shall be proportionately increased, and (B) in the case of a combination (including a reverse stock split), the Conversion Price in effect immediately prior to such event shall be proportionately increased and the number of shares of Common Stock issuable hereunder shall be proportionately decreased. Any adjustment under this Section 2(b)(iii) shall become effective at the close of business on the date the subdivision or combination becomes effective.

(iv)Adjustments for Reclassification, Reorganization, Merger, Consolidation and Sale. In case of (A) any reclassification, reorganization, change or conversion of securities of the Common Stock (other than a change in par value, or from par value to no par value) into other shares or securities of the Company, or (B) any merger or consolidation of the Company with or into another entity (other than a merger or consolidation with another entity in which the Company is the acquiring and the surviving entity and that does not result in any reclassification or change of the Common Stock), or (C) any sale of all or substantially all the assets of the Company, the Holder shall have the right to receive, in lieu of the shares of Common Stock into which this Debenture is convertible, the kind and amount of shares of stock and other securities, money and property receivable upon such reclassification, reorganization, change, merger, consolidation or sale upon conversion by the Holder of the maximum number of shares of Common Stock into which this Debenture could have been converted immediately prior to such reclassification, reorganization, change, merger, consolidation or sale, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof. The provisions of this clause (iv) shall similarly attach to successive reclassifications, reorganizations, changes, mergers, consolidations and sales.

(c)Other Distributions. In the event the Company provides the holders of its Common Stock with consideration that is not otherwise addressed in this Section 2 (including, without limitation, declaring a distribution payable in securities, assets, cash or evidences of indebtedness issued by other persons or the Company (excluding cash dividends declared and paid by the Company out of retained earnings), then, in each such case, the Holder shall be entitled to a prorata share of any such distribution as though the Holder was a holder of the number of shares of Common Stock of the Company issuable upon the conversion of this Debenture in whole as of the record date fixed for the determination of the holders of Common Stock of the Company entitled to receive such distribution.

(d)Recapitalizations. If at any time there occurs a recapitalization of the Common Stock (other than a subdivision, combination, merger, consolidation or sale of assets provided for in this Section 2), the Holder shall be entitled to receive upon conversion of this Debenture the number of shares of capital stock or other securities or property of the Company or otherwise, to which a holder of the Common Stock deliverable upon conversion would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 2 with respect to the rights of the Holder after the recapitalization to the end that the provisions of this Section 2 (including adjustment of the Conversion Price then in effect and the number of shares issuable upon conversion of this Debenture) shall be applicable after that event as nearly equivalent as may be practicable.

(e)No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or By-laws or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 2 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against impairment.

(f)Notice of Adjustments. Whenever there shall be any change pursuant to this Section 2, the Company shall prepare a certificate setting forth, in reasonable detail, the event requiring the change and the kind and amount of shares of stock and other securities, money and property subsequently issuable upon a conversion hereof. Such certificate shall be signed by its chief financial officer and shall be delivered to the Holder or such other person as the Holder or any successor notice recipient may designate.

(g)Fractional Shares; Rounding. No fractional shares of Common Stock will be issued in connection with any conversion hereunder, but in lieu of such fractional shares, the number of shares of Common Stock to be received by the Holder upon conversion shall be rounded up to the nearest whole share. All calculations under this Section 2 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be.

(h)Registration Rights. Pursuant to a Registration Rights Agreement of even date between the Company and the Holder, the Holder has been granted certain registration rights with respect to the resale of the Conversion Shares.

SECTION 3. REDEMPTION.

The Company may, at its option, elect to redeem and prepay all or any portion of the outstanding principal of this Debenture, provided that all accrued interest thereon is paid simultaneously with the principal payment redeemed and prepaid. The redemption price shall be one hundred ten percent (110%) of the principal amount of the Debenture redeemed, plus accrued interest thereon. Any such election to redeem and prepay this Debenture shall be exercised by providing written notice thereof to the Holder (the “Redemption Notice”) not less than thirty (30) days prior to the date fixed in such notice as the date for redemption (the “Redemption Date”). The Redemption Notice shall indicate the principal amount to be redeemed and prepaid. Notwithstanding the foregoing, (a) the Holder may exercise its Conversion Right pursuant to Section 2 hereof at any time prior to the Redemption Date, (b) no Redemption Notice may be sent unless and until a registration statement covering the resale of the Conversion Shares (the “Registration Statement”) has been filed with the Securities and Exchange Commission and such Registration Statement is current and effective and (c) the Company shall not be permitted to redeem and prepay any portion of the outstanding principal amount of this Debenture if the Registration Statement is not current and effective on the Redemption Date.

SECTION 4. EVENTS OF DEFAULT.

The occurrence of any of the following events shall constitute an event of default (an “Event of Default”):

(a)a default in the payment of any portion of the principal amount of this Debenture, when and as the same shall become due and payable, whether on the Maturity Date, the Redemption Date or otherwise;

(b)a default in the payment of any accrued and unpaid interest on this Debenture, when and as the same shall become due and payable;

(c)a breach by the Company of any of its representations and warranties or other obligations under this Debenture and the failure to cure such breach within ten (10) days after written notice thereof by the Holder;

(d)the failure by the Company at ay time to reserve and keep available out of its authorized stock, solely for the purposes of issuance upon conversion of this Debenture, such number of its shares of Common Stock as shall be issuable upon the conversion of this Debenture;

(e)the failure by the Company to timely file any report pursuant to the Securities Exchange Act of 1934, as amended;

(f)at any time after the nine (9) month anniversary of the date hereof, the Registration Statement is not effective and current;

(g)the Company’s Common Stock is not listed on either the OTC Bulletin Board, Nasdaq or a national securities exchange;

(h)John Treglia is no longer serving as Chief Executive Officer of the Company;

(i)Paul Rothman is no longer serving as President of the Company;

(j)a distress, execution, sequestration or other process is levied or enforced upon the Company or sued out against, in each case, a material part of its property which is not discharged or challenged within sixty (60) days;

(k)the Company is unable to generally pay its debts as they mature or become due;

(l)the Company ceases wholly or substantially to carry on its business or dissolves;

(m)the Company shall make a general assignment for the benefit of creditors, or shall admit in writing its general inability to pay, or shall generally fail to pay, its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Company or of any substantial part of the assets of the Company, or shall commence any case or other proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Company; or

(n)a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicatingthe Company bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Company in an involuntary case under federal bankruptcy laws as now or hereafter constituted.

SECTION 5. REMEDIES IN THE EVENT OF DEFAULT.

(a)In the case of an Event of Default, the Holder may in its sole discretion demand that the Outstanding Amount shall be and become immediately due and payable in cash whereupon the same shall become immediately due and payable.

(b)The Company hereby waives demand and presentment for payment, notice of nonpayment, protest and notice of protest, diligence, filing suit, and all other notices

(c)Should the indebtedness represented by this Debenture or any part thereof be collected at law or in equity, or in bankruptcy, receivership or any other court proceedings (whether at the trial or appellate level), or should this Debenture be placed in the hands of any agent or attorneys for collection upon default or maturity, the Company agrees to pay, in addition to all other amounts due and payable hereunder, all costs and expenses of collection or attempting to collect this Debenture, including reasonable attorneys’ fees.

(d)In the case of an Event of Default, this Debenture shall bear interest after such default at an interest rate of sixteen percent (16%) per annum.

SECTION 6. REPRESENTATIONS AND WARRANTIES.

The Company represents and warrants to the Holder as follows:

(a)The Company has all requisite corporate power and authority to authorize and execute this Debenture and the certificates evidencing the Conversion Shares and to perform all obligations and undertakings under this Debenture;

(b)This Debenture has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms;

(c)The Conversion Shares have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable;

(d)Neither execution and delivery of this Debenture, nor the issuance of the Conversion Shares upon the conversion of this Debenture in accordance with the terms hereof, will be inconsistent with the Company’s Certificate of Incorporation or By-laws, as amended, and do not and will not constitute a default under any indenture, mortgage, contract or other instrument, judgment, decree or order to which the Company is a party or by which it is bound; and

(e)The authorized capital stock of the Company consists of 20,000,000 shares of Common Stock, of which 14,255,470 shares are issued and outstanding. There are no subscriptions, options, warrants, rights, calls or other commitments to which the Company is a party, or by which it is bound, calling for the issuance, sale, transfer or other disposition of any class of securities of the Company and there are no outstanding securities or instruments of the Company convertible into or exchangeable for shares of Common Stock or any other securities of the Company.

SECTION 7. COVENANTS OF THE COMPANY.

(a)The Company shall not incur any indebtedness for money borrowed which shall rank senior to this Debenture as to priority of payment.

(b)The Company agrees that it will not sell, or enter into any agreement to sell, shares of its Common Stock or any Common Stock Equivalents for an Effective Price that is less than fifty cents ($.50) per share (the “Threshold Price”) (as such Threshold Price is adjusted for the events set forth in subparagraphs (ii), (iii) and (iv) of Section 2(b)), without the prior consent of the Holder, which consent shall not be unreasonably withheld. Any consent given by the Holder shall not impair or otherwise affect the Holder’s rights under Section 2 hereof, including, without limitation, the anti-dilution adjustments provided for therein.

SECTION 8. MISCELLANEOUS.

(a)This Debenture and all of the provisions hereof shall be binding upon and inure to the benefit of the Company, the Holder and their respective successors and assigns. All or any part of this Debenture may be assigned or transferred by the Holder and its assigns and transferees.

(b)All notices, demands and requests of any kind to be delivered to any party in connection with this Debenture shall be in writing and shall be deemed to have been duly given if personally or hand delivered or if sent by a recognized overnight delivery courier or by registered or certified mail, return receipt requested and postage prepaid, or by facsimile transmission addressed as follows:

(i)if to the Company, to:

Comprehensive Healthcare Solutions, Inc.

45 Ludlow Street, Suite 602

Yonkers, New York 10705

Attention: John H. Treglia, Chairman of the Board & Chief Executive Officer

Facsimile: (914) 375-3696

with a copy to:

Anslow & Jaclin, LLP

195 Route 9, Suite 204

Manalapan, New Jersey 07726

Attention: Gregg E. Jaclin, Esq.

Facsimile: (732) 577-1188

(ii)   if to the Holder, to:

Comprehensive Associates LLC

64 Shelter Lane

Roslyn, New York 11577

Attention: Robyn Schreiber

Facsimile: (516) 621-9172

with a copy to:

Certilman Balin Adler & Hyman, LLP

90 Merrick Avenue, 9th Floor

East Meadow, New York 11554

Attention: Fred Skolnik, Esq.

Facsimile: (516) 296-7111

or to such other address as the party to whom notice is to be given may have furnished to the other party hereto in writing in accordance with provisions of this Section 8. Any such notice or communication shall be deemed to have been effectively given (i) in the case of personal or hand delivery, on the date of such delivery, (ii) in the case of a recognized overnight delivery courier, on the business day after the date when sent, (iii) in the case of mailing, on the third business day following that day on which the piece of mail containing such communication is posted and (iv) in the case of facsimile transmission, on the date of transmission.

(c)This Debenture represents the entire agreement between the parties hereto with respect to the subject matter thereof. This Debenture may not be modified or amended, or any of the provisions hereof waived, except by written agreement of the Company and the Holder.

(d)This Debenture shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to principles of conflicts of laws.

(e)The invalidity of any of the provisions of this Debenture shall not invalidate or otherwise affect any of the other provisions of this Debenture, which shall remain in full force and effect.

(f)Notwithstanding anything to the contrary contained in this Debenture, the rate of interest payable on this Debenture shall never exceed the maximum rate of interest permitted under applicable law.

(g)The Company acknowledges and agrees that the obligations under this Debenture are unconditional and are not subject to any defense, counterclaim or right of offset or setoff.

(h)All payments made under this Debenture shall be made by electronic funds wire transfer in accordance with the wire transfer instructions submitted by the Holder as the first payment method option; however, the Holder may designate that payments may be made by bank or certified check, at the offices of the Holder set forth herein or such other place as the Holder shall designate in writing to the Company.

(i)The Company covenants to the Holder that upon receipt of a description of circumstances reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Debenture and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Debenture, the Company will make and deliver a new Debenture, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Debenture .

(j)The descriptive headings of the several sections and paragraphs contained in this Debenture are for reference purposes only and shall not affect in anyway the meaning or interpretation of this Debenture .

(k)The Company acknowledges that it has been represented by counsel in connection with this Debenture. Accordingly, any rule or law or any legal decision that would require the interpretation of any claimed ambiguities in this Debenture against the party that drafted it has no application and is expressly waived by the Company. The provisions of this Debenture shall be interpreted in a reasonable manner to give effect to the intent of the parties hereto.

{Remainder of page intentionally left blank. Signature page follows.}

IN WITNESS WHEREOF,the Company has executed and delivered this Debenture on the date first above written.

COMPREHENSIVE HEALTHCARE SOLUTIONS, INC.
By:	/s/ John Treglia
	John Treglia
	Title:  Chairman of the Board & Chief Executive Officer

ANNEX I

FORM OF CONVERSION NOTICE

To: Comprehensive Healthcare Solutions, Inc.

The undersigned owner of this Convertible Debenture hereby exercises the option to convert this Debenture, or the portion hereof below designated, into shares of Common Stock of Comprehensive Healthcare Solutions, Inc. in accordance with the terms of this Debenture and directs that the shares issuable and deliverable upon the conversion be issued and delivered to the registered holder hereof or its designee as indicated below.

Dated: _______________________

By:_________________________________

Address: ____________________________

_______________________________

Taxpayer Identification No.: ______________

Amount to be Converted: $_______________

Effective Date of Conversion:_____________

Name in which Shares

are to be Issued:_______________________

EX-99.4

THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND NO INTEREST THEREIN MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES SHALL BE EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) SUCH SECURITIES ARE TRANSFERRED PURSUANT TO RULE 144 PROMULGATED UNDER THE ACT (OR ANY SUCCESSOR RULE) OR (3) COMPREHENSIVE HEALTHCARE SOLUTIONS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT NO VIOLATION OF THE ACT WILL BE INVOLVED IN SUCH TRANSFER.

COMPREHENSIVE HEALTHCARE SOLUTIONS, INC.

EXERCISABLE AT OR BEFORE

5:00 P.M., EASTERN TIME, AUGUST 19, 2010

No. 1 Warrant to Purchase 500,000 Shares

WARRANT TO PURCHASE SHARES

OF COMMON STOCK

THIS CERTIFIES THAT, for value received, COMPREHENSIVE ASSOCIATES LLC, a New York limited liability company (together with its successors and assigns, the “Holder”), with offices at 64 Shelter Lane, Roslyn, New York 11577, is entitled to subscribe for and purchase up to FIVE HUNDRED THOUSAND (500,000) shares, as adjusted pursuant to Section 4 (the “Shares”), of the fully paid and nonassessable common stock, par value $.10 per share (the “Common Stock”) of COMPREHENSIVE HEALTHCARE SOLUTIONS, INC., a Delaware corporation (the “Company”), at the price of THIRTY-FIVE CENTS($0.35) per share (such price, and such other prices that shall result from time to time, from the adjustments specified in Section 4, the “Warrant Price”), subject to the provisions and upon the terms and conditions hereinafter set forth.

1.Term. The purchase right represented by this Warrant is exercisable, in whole or in part, at any time, and from time to time, from and after the date hereof and until 5:00 p.m., Eastern Time, August 19, 2010.

2.Method of Exercise; Payment; Issuance of New Warrant.

(a)The purchase right represented by this Warrant may be exercised by the Holder, in whole or in part and from time to time, by the surrender of this Warrant (with the notice of exercise form attached hereto as Annex I duly executed) at the principal office of the Company and by the payment to the Company of the Warrant Price in cash.

(b)The persons or entities in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is properly exercised and full payment for the Shares acquired pursuant to such exercise is made. Upon any exercise of the rights represented by this Warrant, certificates for the Shares purchased shall be delivered to the Holder hereof within one (1) day of receipt of such notice and payment, and unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder hereof as soon as possible but in any event within five (5) days.

3.Stock Fully Paid, Reservation of Shares. All Shares that may be issued upon the exercise of this Warrant will, upon issuance, be duly and validly authorized and issued, fully paid and nonassessable, and will be free from all transfer taxes, liens and charges with respect to the issue thereof and assuming payment of the applicable consideration for all Shares so purchased, legally and validly owned by the Holder. During the period within which this Warrant may be exercised, the Company will at all times have authorized, and reserved for the sole purpose of the issue upon the exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant; and if at any time the number of authorized shares of Common Stock shall not be sufficient to effect the exercise of this Warrant, the Company will take such corporate action as may be necessary to increase its authorized shares of Common Stock to such number of shares as shall be sufficient for such purpose; the Company shall have analogous obligations with respect to any other securities or property issuable upon exercise of this Warrant. As long as this Warrant shall be outstanding, the Company shall use its best efforts to cause all shares of Common Stock issuable upon exercise of this Warrant to be listed and/or quoted on all securities exchanges and/or Nasdaq or other medium on which such shares may then be listed.

4.Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to the adjustment from time to time upon the occurrence of certain events, as follows:

(a)No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or By-laws or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against impairment.

(b)Below Exercise Price Issuance; Stock Dividends; Etc.

(i)   Sale of Shares Below Warrant Price.

(A)If at any time or from time to time after the date hereof the Company issues or sells shares of Common Stock or Common Stock Equivalents (as hereinafter defined) (other than as a dividend or other distribution on any class of stock as provided in Section 4(b)(ii) below, or a subdivision or combination of shares as provided in Section 4(b)(iii) below) for an Effective Price (as hereinafter defined) that is less than the Warrant Price then in effect, then, and in each such case, the then existing Warrant Price shall be reduced, as of the opening of business on the date of such issue or sale, to the Effective Price. For purposes hereof,

(I)a “Common Stock Equivalent” shall mean each share of Common Stock into which securities or property or rights are convertible, exchangeable or exercisable for or into shares of Common Stock, or otherwise entitle the holder thereof to receive directly or indirectly, any of the foregoing (provided that the Warrant Price shall be adjusted to reflect any termination of such instruments prior to the exercise of this Warrant); and

(II)the “Effective Price” of

(x) a Common Stock Equivalent shall mean the sum of (x) the fair market value of the consideration paid for such security plus (y) the fair market value of the minimum consideration, if any, to be paid for the conversion, exercise or exchange of such security for or into each share of Common Stock, in each case on a per share of Common Stock basis (provided that the Warrant Price shall be adjusted to reflect adjustments to the Effective Price based upon any change in such minimum consideration to be paid prior to the exercise of this Warrant) and

(y) a share of Common Stock issued by the Company (other than upon the conversion, exercise or exchange of Common Stock Equivalents) shall be the fair market value of the consideration paid for such share of Common Stock.

(B)Consideration Received for Securities. For the purpose of making any adjustment required under this Section 4(b)(i), the consideration received by the Company for any issue or sale of securities shall (x) to the extent it consists of cash, be computed at the gross amount of cash received by the Company prior to deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issue or sale and without deduction of any expenses payable by the Company, and (y) to the extent it consists of property other than cash, be computed at the fair market value of that property as determined, in good faith, by the Board of Directors, and if additional shares of Common Stock and/or Common Stock Equivalents are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined, in good faith, by the Board of Directors to be allocable to such additional shares of Common Stock and/or Common Stock Equivalents, which determination shall be subject to the approval of the Holder; provided that, in the event the Holder does not agree with the Company's determination of the value of such consideration, the parties shall mutually agree upon and appoint an appraiser which shall be commissioned to investigate the value of the property to be distributed and shall submit a notice of an appraisal of that value to the Company and to the Holder within thirty (30) days of such commission. The appraiser shall be instructed to determine such value without regard to income tax consequences to the recipient as a result of receiving consideration other than cash. The value determined by the appraiser shall be conclusive.

(ii)Adjustment for Common Stock Dividends and Distributions. If, at any time after the date hereof, the Company makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock or Common Stock Equivalents, in each such event the Warrant Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Warrant Price then in effect by a fraction (A) the numerator of which is the total number of shares of Common Stock and Common Stock Equivalents issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (B) the denominator of which is the total number of shares of Common Stock and Common Stock Equivalents issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock or Common Stock Equivalents issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Warrant Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Warrant Price shall be adjusted pursuant to this Section 4(b)(ii) to reflect the actual payment of such dividend or distribution.

(iii)Adjustments for Stock Splits, Stock Subdivisions and Combinations. If, at any time after the date hereof, the Company subdivides or combines the Common Stock, (A) in the case of a subdivision (including a stock split), the Warrant Price in effect immediately prior to such event shall be proportionately decreased and the number of shares of Common Stock purchasable hereunder shall be proportionately increased, and (B) in the case of a combination (including a reverse stock split), the Warrant Price in effect immediately prior to such event shall be proportionately increased and the number of shares of Common Stock purchasable hereunder shall be proportionately decreased. Any adjustment under this Section 4(b)(iii) shall become effective at the close of business on the date the subdivision or combination becomes effective.

(iv)Adjustments for Reclassification, Reorganization, Merger, Consolidation and Sale. In case of (A) any reclassification, reorganization, change or conversion of securities of the Common Stock (other than a change in par value, or from par value to no par value) into other shares or securities of the Company, or (B) any merger or consolidation of the Company with or into another entity (other than a merger or consolidation with another entity in which the Company is the acquiring and the surviving entity and that does not result in any reclassification or change of the Common Stock), or (C) any sale of all or substantially all the assets of the Company, the Holder shall have the right to receive, in lieu of the shares of Common Stock for which this Warrant is exercisable, the kind and amount of shares of stock and other securities, money and property receivable upon such reclassification, reorganization, change, merger or consolidation upon exercise by the Holder of the maximum number of shares of Common Stock for which this Warrant could have been exercised immediately prior to such reclassification, reorganization, change, merger, consolidation or sale, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof. The provisions of this clause (iv) shall similarly attach to successive reclassifications, reorganizations, changes, mergers, consolidations or sales.

(c)Other Distributions. In the event the Company provides the holders of its Common Stock with consideration that is not otherwise addressed in this Section 4 (including, without limitation, declaring a distribution payable in securities, assets, cash or evidences of indebtedness issued by other persons or the Company (excluding cash dividends declared and paid by the Company out of retained earnings), then, in each such case, the Holder shall be entitled to a prorata share of any such distribution as though the Holder was a holder of the number of shares of Common Stock of the Company issuable upon the exercise of this Warrant in whole as of the record date fixed for the determination of the holders of Common Stock of the Company entitled to receive such distribution.

(d)Recapitalizations. If at any time there occurs a recapitalization of the Common Stock (other than a subdivision, combination, merger, consolidation or sale of assets provided for in this Section 4), the Holder shall be entitled to receive upon exercise of this Warrant the number of shares of capital stock or other securities or property of the Company or otherwise, to which a holder of the Common Stock deliverable upon exercise would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the Holder after the recapitalization to the end that the provisions of this Section 4 (including adjustment of the Warrant Price then in effect and the number of shares purchasable upon exercise of this Warrant) shall be applicable after that event as nearly equivalent as may be practicable.

(e)Notice of Adjustments. Whenever there shall be any change pursuant to this Section 4, the Company shall prepare a certificate setting forth, in reasonable detail, the event requiring the change and the kind and amount of shares of stock and other securities, money and property subsequently issuable upon an exercise hereof. Such certificate shall be signed by its chief financial officer and shall be delivered to the Holder or such other person as the Holder or any successor notice recipient may designate.

(f)Fractional Shares; Rounding. No fractional shares of Common Stock will be issued in connection with any exercise hereunder, but in lieu of such fractional shares, the number of shares of Common Stock to be received by the Holder upon exercise shall be rounded up to the nearest whole share. All calculations under this Section 4 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be.

5.Compliance with Securities Act; Disposition of Warrant or Shares of Common Stock.

(a)The Holder, by acceptance hereof, agrees that this Warrant and the Shares to be issued upon the exercise hereof are being acquired for investment and that such holder will not offer, sell or otherwise dispose of this Warrant or any Shares to be issued upon the exercise hereof except under circumstances which will not result in a violation of applicable securities laws. All Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND NO INTEREST THEREIN MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES SHALL BE EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) SUCH SECURITIES ARE TRANSFERRED PURSUANT TO RULE 144 PROMULGATED UNDER THE ACT (OR ANY SUCCESSOR RULE) OR (3) COMPREHENSIVE HEALTHCARE SOLUTIONS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT NO VIOLATION OF THE ACT WILL BE INVOLVED IN SUCH TRANSFER.”

(b)Subject to the Company’s prior approval, which will not be unreasonably withheld, delayed or conditioned, this Warrant may be transferred or assigned, in whole or in part, by the Holder. Notwithstanding the foregoing, this Warrant may be transferred or assigned, in whole or in part, by the Holder to its members without the prior approval of the Company. This Warrant and all of the provisions hereof shall be binding upon and inure to the benefit of the Company, the Holder and their respective successors and assigns.

(c)Pursuant to a Registration Rights Agreement of even date between the Company and the Holder, the Holder has been granted certain registration rights with respect to the resale of the Shares issuable upon the exercise thereof.

6.Rights as a Shareholder. The Holder, as such, shall not be entitled to vote or receive dividends or be deemed the holder of Shares or any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained herein be construed to confer upon the Holder, as such, any right to vote as a shareholder for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until this Warrant is exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.

7.Representations and Warranties. The Company represents and warrants to the Holder as follows:

(a)The Company has all requisite corporate power and authority to authorize and execute this Warrant and the certificates evidencing the Shares and to perform all obligations and undertakings under this Warrant;

(b) This Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms;

(c)The Shares have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable; and

(d)Neither the execution and delivery of this Warrant, nor the issuance of the Shares upon exercise of this Warrant in accordance with the terms hereof, will be inconsistent with the Company’s Certificate of Incorporation or By-laws, as amended, and do not and will not constitute a default under any indenture, mortgage, contract, other instrument, judgment, decree or order to which the Company is a party or by which it is bound.

(e)The authorized capital stock of the Company consists of 20,000,000 shares of Common Stock, of which 14,255,470 shares are issued and outstanding. There are no subscriptions, options, warrants, rights, calls or other commitments to which the Company is a party, or by which it is bound, calling for the issuance, sale, transfer or other disposition of any class of securities of the Company and there are no outstanding securities or instruments of the Company convertible into or exchangeable for shares of Common Stock or any other securities of the Company.

8.Covenants of the Company. The Company agrees that it will not sell, or enter into any agreement to sell, shares of its Common Stock or any Common Stock Equivalents for an Effective Price that is less than fifty cents ($.50) per share (the “Threshold Price”) (as such Threshold Price is adjusted for the events set forth in subparagraphs (ii), (iii) and (iv) of Section 4(b)) without the prior consent of the Holder, which consent shall not be unreasonably withheld. Any consent given by the Holder shall not impair or otherwise affect the Holder’s rights under Section 4 hereof, including, without limitation, the anti-dilution adjustments provided for therein.

9.Miscellaneous. (a)  This Warrant represents the entire agreement between the parties hereto with respect to the subject matter thereof. This Warrant may not be modified or amended, or any provisions hereof waived, except by written agreement of the Company and the Holder.

(b)All notices, demands and requests of any kind to be delivered to any party in connection with this Warrant shall be in writing and shall be deemed to have been duly given if personally or hand delivered or if sent by a recognized overnight delivery courier or by registered or certified mail, return receipt requested and postage prepaid, or by facsimile transmission addressed as follows:

(i)        if to the Company, to:

Comprehensive Healthcare Solutions, Inc.

45 Ludlow Street, Suite 602

Yonkers, New York 10705

Attention: John H. Treglia, Chairman of the Board & Chief Executive Officer

Facsimile: (914) 375-3696

with a copy to:

Anslow & Jaclin, LLP

195 Route 9, Suite 204

Manalapan, New Jersey 07726

Attention: Gregg E. Jaclin, Esq.

Facsimile: (732) 577-1188

(ii)if to the Holder, to:

Comprehensive Associates LLC

64 Shelter Lane

Roslyn, New York 11577

Attention: Robyn Schreiber

Facsimile: (516) 621-9172

with a copy to:

Certilman Balin Adler & Hyman, LLP

90 Merrick Avenue, 9th Floor

East Meadow, New York 11554

Attention: Fred Skolnik, Esq.

Facsimile: (516) 296-7111

or to such other address as the party to whom notice is to be given may have furnished to the other party hereto in writing in accordance with provisions of this Section 9. Any such notice or communication shall be deemed to have been effectively given (i) in the case of personal or hand delivery, on the date of such delivery, (ii) in the case of a recognized overnight delivery courier, on the business day after the date when sent, (iii) in the case of mailing, on the third business day following that day on which the piece of mail containing such communication is posted and (iv) in the case of facsimile transmission, on the date of transmission.

(c)The Company covenants to the Holder that upon receipt of a description of circumstances reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant, the Company will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.

(d)The descriptive headings of the several sections and paragraphs contained in this Warrant are for reference purposes only and shall not affect in anyway the meaning or interpretation of this Warrant.

(e)This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to the principles of conflicts of laws.

(f)The invalidity of any of the provisions of this Warrant shall not invalidate or otherwise affect any of the other provisions of this Warrant, which shall remain in full force and effect.

(g)The Company acknowledges that it has been represented by counsel in connection with this Warrant. Accordingly, any rule or law or any legal decision that would require the interpretation of any claimed ambiguities in this Warrant against the party that drafted it has no application and is expressly waived by the Company. The provisions of this Warrant shall be interpreted in a reasonable manner to give effect to the intent of the parties hereto.

{Remainder of page intentionally left blank. Signature page follows.}

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a duly authorized officer as of the 19^th day of August, 2005.

COMPREHENSIVE HEALTHCARE SOLUTIONS, INC.
By:	/s/ John Treglia
	John Treglia
	Title:  Chairman of the Board & Chief Executive Officer

Annex I

FORM OF EXERCISE NOTICE

To:Comprehensive Healthcare Solutions, Inc.

45 Ludlow Street, Suite 60

Yonkers, New York 10705

Attention: John Treglia

Facsimile: (914) 375-3696

1.The undersigned hereby elects to purchase __________ shares of Common Stock of Comprehensive Healthcare Solutions, Inc. pursuant to the terms of the attached Warrant, and tenders herewith full payment of the purchase price of such shares in cash.

2.Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name or names as are specified below:

___________________________________________ (Name)

 __________________________________________(Address)

3.The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares in a manner that would cause the issuance of the underlying shares to be in violation of applicable securities laws.

By:

Address:

Taxpayer Identification No.:

Date: _______________________________

EX-99.5

THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND NO INTEREST THEREIN MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES SHALL BE EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) SUCH SECURITIES ARE TRANSFERRED PURSUANT TO RULE 144 PROMULGATED UNDER THE ACT (OR ANY SUCCESSOR RULE) OR (3) COMPREHENSIVE HEALTHCARE SOLUTIONS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT NO VIOLATION OF THE ACT WILL BE INVOLVED IN SUCH TRANSFER.

COMPREHENSIVE HEALTHCARE SOLUTIONS, INC.

EXERCISABLE AT OR BEFORE

5:00 P.M., EASTERN TIME, AUGUST 19, 2010

No. 2 Warrant to Purchase 500,000 Shares

WARRANT TO PURCHASE SHARES

OF COMMON STOCK

THIS CERTIFIES THAT, for value received, COMPREHENSIVE ASSOCIATES LLC, a New York limited liability company (together with its successors and assigns, the “Holder”), with offices at 64 Shelter Lane, Roslyn, New York 11577, is entitled to subscribe for and purchase up to FIVE HUNDRED THOUSAND (500,000) shares, as adjusted pursuant to Section 4 (the “Shares”), of the fully paid and nonassessable common stock, par value $.10 per share (the “Common Stock”) of COMPREHENSIVE HEALTHCARE SOLUTIONS, INC., a Delaware corporation (the “Company”), at the price of FORTY CENTS($0.40) per share (such price, and such other prices that shall result from time to time, from the adjustments specified in Section 4, the “Warrant Price”), subject to the provisions and upon the terms and conditions hereinafter set forth.

1.Term. The purchase right represented by this Warrant is exercisable, in whole or in part, at any time, and from time to time, from and after the date hereof and until 5:00 p.m., Eastern Time, August 19, 2010.

2.Method of Exercise; Payment; Issuance of New Warrant.

(a)The purchase right represented by this Warrant may be exercised by the Holder, in whole or in part and from time to time, by the surrender of this Warrant (with the notice of exercise form attached hereto as Annex I duly executed) at the principal office of the Company and by the payment to the Company of the Warrant Price in cash.

(b)The persons or entities in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is properly exercised and full payment for the Shares acquired pursuant to such exercise is made. Upon any exercise of the rights represented by this Warrant, certificates for the Shares purchased shall be delivered to the Holder hereof within one (1) day of receipt of such notice and payment, and unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder hereof as soon as possible but in any event within five (5) days.

3.Stock Fully Paid, Reservation of Shares. All Shares that may be issued upon the exercise of this Warrant will, upon issuance, be duly and validly authorized and issued, fully paid and nonassessable, and will be free from all transfer taxes, liens and charges with respect to the issue thereof and assuming payment of the applicable consideration for all Shares so purchased, legally and validly owned by the Holder. During the period within which this Warrant may be exercised, the Company will at all times have authorized, and reserved for the sole purpose of the issue upon the exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant; and if at any time the number of authorized shares of Common Stock shall not be sufficient to effect the exercise of this Warrant, the Company will take such corporate action as may be necessary to increase its authorized shares of Common Stock to such number of shares as shall be sufficient for such purpose; the Company shall have analogous obligations with respect to any other securities or property issuable upon exercise of this Warrant. As long as this Warrant shall be outstanding, the Company shall use its best efforts to cause all shares of Common Stock issuable upon exercise of this Warrant to be listed and/or quoted on all securities exchanges and/or Nasdaq or other medium on which such shares may then be listed.

4.Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to the adjustment from time to time upon the occurrence of certain events, as follows:

(a)No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or By-laws or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against impairment.

(b)Below Exercise Price Issuance; Stock Dividends; Etc.

(i)   Sale of Shares Below Warrant Price.

(A)If at any time or from time to time after the date hereof the Company issues or sells shares of Common Stock or Common Stock Equivalents (as hereinafter defined) (other than as a dividend or other distribution on any class of stock as provided in Section 4(b)(ii) below, or a subdivision or combination of shares as provided in Section 4(b)(iii) below) for an Effective Price (as hereinafter defined) that is less than the Warrant Price then in effect, then, and in each such case, the then existing Warrant Price shall be reduced, as of the opening of business on the date of such issue or sale, to the Effective Price. For purposes hereof,

(I)a “Common Stock Equivalent” shall mean each share of Common Stock into which securities or property or rights are convertible, exchangeable or exercisable for or into shares of Common Stock, or otherwise entitle the holder thereof to receive directly or indirectly, any of the foregoing (provided that the Warrant Price shall be adjusted to reflect any termination of such instruments prior to the exercise of this Warrant); and

(II)the “Effective Price” of

(x) a Common Stock Equivalent shall mean the sum of (x) the fair market value of the consideration paid for such security plus (y) the fair market value of the minimum consideration, if any, to be paid for the conversion, exercise or exchange of such security for or into each share of Common Stock, in each case on a per share of Common Stock basis (provided that the Warrant Price shall be adjusted to reflect adjustments to the Effective Price based upon any change in such minimum consideration to be paid prior to the exercise of this Warrant) and

EX-99.6

THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND NO INTEREST THEREIN MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES SHALL BE EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) SUCH SECURITIES ARE TRANSFERRED PURSUANT TO RULE 144 PROMULGATED UNDER THE ACT (OR ANY SUCCESSOR RULE) OR (3) COMPREHENSIVE HEALTHCARE SOLUTIONS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT NO VIOLATION OF THE ACT WILL BE INVOLVED IN SUCH TRANSFER.

COMPREHENSIVE HEALTHCARE SOLUTIONS, INC.

EXERCISABLE AT OR BEFORE

5:00 P.M., EASTERN TIME, AUGUST 19, 2010

No. 3 Warrant to Purchase 2,000,000 Shares

WARRANT TO PURCHASE SHARES

OF COMMON STOCK

THIS CERTIFIES THAT, for value received, COMPREHENSIVE ASSOCIATES LLC, a New York limited liability company (together with its successors and assigns, the “Holder”), with offices at 64 Shelter Lane, Roslyn, New York 11577, is entitled to subscribe for and purchase up to TWO MILLION (2,000,000) shares, as adjusted pursuant to Section 4 (the “Shares”), of the fully paid and nonassessable common stock, par value $.10 per share (the “Common Stock”) of COMPREHENSIVE HEALTHCARE SOLUTIONS, INC., a Delaware corporation (the “Company”), at the price of FIFTY CENTS($0.50) per share (such price, and such other prices that shall result from time to time, from the adjustments specified in Section 4, the “Warrant Price”), subject to the provisions and upon the terms and conditions hereinafter set forth.

1.Term. The purchase right represented by this Warrant is exercisable, in whole or in part, at any time, and from time to time, from and after the date hereof and until 5:00 p.m., Eastern Time, August 19, 2010.

2.Method of Exercise; Payment; Issuance of New Warrant.

(a)The purchase right represented by this Warrant may be exercised by the Holder, in whole or in part and from time to time, by the surrender of this Warrant (with the notice of exercise form attached hereto as Annex I duly executed) at the principal office of the Company and by the payment to the Company of the Warrant Price in cash.

(b)The persons or entities in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is properly exercised and full payment for the Shares acquired pursuant to such exercise is made. Upon any exercise of the rights represented by this Warrant, certificates for the Shares purchased shall be delivered to the Holder hereof within one (1) day of receipt of such notice and payment, and unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder hereof as soon as possible but in any event within five (5) days.

3.Stock Fully Paid, Reservation of Shares. All Shares that may be issued upon the exercise of this Warrant will, upon issuance, be duly and validly authorized and issued, fully paid and nonassessable, and will be free from all transfer taxes, liens and charges with respect to the issue thereof and assuming payment of the applicable consideration for all Shares so purchased, legally and validly owned by the Holder. During the period within which this Warrant may be exercised, the Company will at all times have authorized, and reserved for the sole purpose of the issue upon the exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant; and if at any time the number of authorized shares of Common Stock shall not be sufficient to effect the exercise of this Warrant, the Company will take such corporate action as may be necessary to increase its authorized shares of Common Stock to such number of shares as shall be sufficient for such purpose; the Company shall have analogous obligations with respect to any other securities or property issuable upon exercise of this Warrant. As long as this Warrant shall be outstanding, the Company shall use its best efforts to cause all shares of Common Stock issuable upon exercise of this Warrant to be listed and/or quoted on all securities exchanges and/or Nasdaq or other medium on which such shares may then be listed.

4.Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to the adjustment from time to time upon the occurrence of certain events, as follows:

(a)No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or By-laws or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against impairment.

(b)Below Exercise Price Issuance; Stock Dividends; Etc.

(i)   Sale of Shares Below Warrant Price.

(A)If at any time or from time to time after the date hereof the Company issues or sells shares of Common Stock or Common Stock Equivalents (as hereinafter defined) (other than as a dividend or other distribution on any class of stock as provided in Section 4(b)(ii) below, or a subdivision or combination of shares as provided in Section 4(b)(iii) below) for an Effective Price (as hereinafter defined) that is less than the Warrant Price then in effect, then, and in each such case, the then existing Warrant Price shall be reduced, as of the opening of business on the date of such issue or sale, to the Effective Price. For purposes hereof,

(I)a “Common Stock Equivalent” shall mean each share of Common Stock into which securities or property or rights are convertible, exchangeable or exercisable for or into shares of Common Stock, or otherwise entitle the holder thereof to receive directly or indirectly, any of the foregoing (provided that the Warrant Price shall be adjusted to reflect any termination of such instruments prior to the exercise of this Warrant); and

(II)the “Effective Price” of

(x) a Common Stock Equivalent shall mean the sum of (x) the fair market value of the consideration paid for such security plus (y) the fair market value of the minimum consideration, if any, to be paid for the conversion, exercise or exchange of such security for or into each share of Common Stock, in each case on a per share of Common Stock basis (provided that the Warrant Price shall be adjusted to reflect adjustments to the Effective Price based upon any change in such minimum consideration to be paid prior to the exercise of this Warrant) and

EX-99.7

  
    
      Warrant





  
    

EX-99.8

THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND NO INTEREST THEREIN MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES SHALL BE EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) SUCH SECURITIES ARE TRANSFERRED PURSUANT TO RULE 144 PROMULGATED UNDER THE ACT (OR ANY SUCCESSOR RULE) OR (3) COMPREHENSIVE HEALTHCARE SOLUTIONS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT NO VIOLATION OF THE ACT WILL BE INVOLVED IN SUCH TRANSFER.

COMPREHENSIVE HEALTHCARE SOLUTIONS, INC.

EXERCISABLE AT OR BEFORE

5:00 P.M., EASTERN TIME, AUGUST 19, 2010

No. 5 Warrant to Purchase 1,000,000 Shares

WARRANT TO PURCHASE SHARES

OF COMMON STOCK

THIS CERTIFIES THAT, for value received, COMPREHENSIVE ASSOCIATES LLC, a New York limited liability company (together with its successors and assigns, the “Holder”), with offices at 64 Shelter Lane, Roslyn, New York 11577, is entitled to subscribe for and purchase up to ONE MILLION (1,000,000) shares, as adjusted pursuant to Section 4 (the “Shares”), of the fully paid and nonassessable common stock, par value $.10 per share (the “Common Stock”) of COMPREHENSIVE HEALTHCARE SOLUTIONS, INC., a Delaware corporation (the “Company”), at the price of SEVENTY CENTS($0.70) per share (such price, and such other prices that shall result from time to time, from the adjustments specified in Section 4, the “Warrant Price”), subject to the provisions and upon the terms and conditions hereinafter set forth.

1.Term. The purchase right represented by this Warrant is exercisable, in whole or in part, at any time, and from time to time, from and after the date hereof and until 5:00 p.m., Eastern Time, August 19, 2010.

2.Method of Exercise; Payment; Issuance of New Warrant.

(a)The purchase right represented by this Warrant may be exercised by the Holder, in whole or in part and from time to time, by the surrender of this Warrant (with the notice of exercise form attached hereto as Annex I duly executed) at the principal office of the Company and by the payment to the Company of the Warrant Price in cash.

(b)The persons or entities in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is properly exercised and full payment for the Shares acquired pursuant to such exercise is made. Upon any exercise of the rights represented by this Warrant, certificates for the Shares purchased shall be delivered to the Holder hereof within one (1) day of receipt of such notice and payment, and unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder hereof as soon as possible but in any event within five (5) days.

3.Stock Fully Paid, Reservation of Shares. All Shares that may be issued upon the exercise of this Warrant will, upon issuance, be duly and validly authorized and issued, fully paid and nonassessable, and will be free from all transfer taxes, liens and charges with respect to the issue thereof and assuming payment of the applicable consideration for all Shares so purchased, legally and validly owned by the Holder. During the period within which this Warrant may be exercised, the Company will at all times have authorized, and reserved for the sole purpose of the issue upon the exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant; and if at any time the number of authorized shares of Common Stock shall not be sufficient to effect the exercise of this Warrant, the Company will take such corporate action as may be necessary to increase its authorized shares of Common Stock to such number of shares as shall be sufficient for such purpose; the Company shall have analogous obligations with respect to any other securities or property issuable upon exercise of this Warrant. As long as this Warrant shall be outstanding, the Company shall use its best efforts to cause all shares of Common Stock issuable upon exercise of this Warrant to be listed and/or quoted on all securities exchanges and/or Nasdaq or other medium on which such shares may then be listed.

4.Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to the adjustment from time to time upon the occurrence of certain events, as follows:

(a)No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or By-laws or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against impairment.

(b)Below Exercise Price Issuance; Stock Dividends; Etc.

(i)   Sale of Shares Below Threshold Price.

(A)If at any time or from time to time after the date hereof the Company issues or sells shares of Common Stock or Common Stock Equivalents (as hereinafter defined) (other than as a dividend or other distribution on any class of stock as provided in Section 4(b)(ii) below, or a subdivision or combination of shares as provided in Section 4(b)(iii) below) for an Effective Price (as hereinafter defined) that is less than fifty cents ($.50) per share (the “Threshold Price”) (as such Threshold Price is adjusted for the events set forth in subparagraphs (ii), (iii) and (iv) of this paragraph (b)), then, and in each such case, the then existing Warrant Price shall be reduced, as of the opening of business on the date of such issue or sale, to the Effective Price. For purposes hereof,

(I)a “Common Stock Equivalent” shall mean each share of Common Stock into which securities or property or rights are convertible, exchangeable or exercisable for or into shares of Common Stock, or otherwise entitle the holder thereof to receive directly or indirectly, any of the foregoing (provided that the Warrant Price shall be adjusted to reflect any termination of such instruments prior to the exercise of this Warrant); and

(II)the “Effective Price” of

(x) a Common Stock Equivalent shall mean the sum of (x) the fair market value of the consideration paid for such security plus (y) the fair market value of the minimum consideration, if any, to be paid for the conversion, exercise or exchange of such security for or into each share of Common Stock, in each case on a per share of Common Stock basis (provided that the Warrant Price shall be adjusted to reflect adjustments to the Effective Price based upon any change in such minimum consideration to be paid prior to the exercise of this Warrant) and

EX-99.9

COMPREHENSIVE HEALTHCARE SOLUTIONS, INC.

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of August 19, 2005 by and between COMPREHENSIVE HEALTHCARE SOLUTIONS, INC., a Delaware corporation (the “Company”), and COMPREHENSIVE ASSOCIATES LLC, a New York limited liability company (together with its successors and assigns, the “Holder”).

R E C I T A L S:

Pursuant to the terms of Convertible Debentures, dated as of the date hereof, in the aggregate principal amount of $235,000 (the “Aggregate Principal Amount”) executed by the Company in favor of the Holder (the “Debentures”), and pursuant to the terms of Warrants, dated as of the date hereof, for the purchase of an aggregate of 5,000,000 shares of Common Stock, par value $.10 per share, of the Company (“Common Stock”) executed by the Company in favor of the Holder (the “Warrants”), the Holder will have the right to acquire in the future certain shares of Common Stock. The Debentures and Warrants are collectively are referred to herein as the “Securities.”

The parties desire to set forth herein their agreement as to the terms and conditions of certain registration rights relating to the Common Stock issuable upon conversion or exercise of the Securities, as applicable, by the Holder.

A G R E E M E N T:

The parties hereto agree as follows:

1.Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

“Commission” shall mean the Securities and Exchange Commission.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect from time to time.

“Holder” shall mean the Holder (as hereinabove defined) and any Person who shall have acquired Registrable Securities from the Holder, either individually or jointly, as the case may be, in a transaction pursuant to which registration rights are transferred pursuant to Section 7 hereof.

“Person” shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental or quasi-governmental entity, or any department, agency or political subdivision thereof or any other entity of any kind.

“Prospectus” shall mean the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” shall mean (i) any and all shares of Common Stock issuable upon conversion of the Debentures, and (ii) any and all shares of Common Stock issuable upon exercise of the Warrants.

The terms “register,”“registered” and “registration” refer to a registration effected by preparing, filing and having declared effective a registration statement in compliance with the Securities Act.

“Registration Expenses” shall mean (i) all expenses, other than Selling Expenses (defined below), incurred by the Company in complying with Section 2 hereof, including without limitation, all registration, qualification and filing fees, exchange or quotation medium listing fees, printing and delivery expenses, escrow and custodian fees, fees and disbursements of counsel for the Company, blue sky fees and expenses and the expenses of accountants for the Company including the expenses of any special audits incident to or required by any such registration and (ii) the reasonable fees and disbursements of one counsel chosen by the Holder in connection with the Registration Statement.

“Registration Statement” shall mean an initial registration statement which is required to register the resale of all Registrable Securities and, in each case, the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect from time to time.

“Selling Expenses” shall mean all underwriting discounts, selling commissions and stock transfer taxes and the costs, fees and expenses of any accountants, attorneys (other than the cost, fees and expenses of attorneys which are Registration Expenses) or other experts retained by the Holder.

2.Required Registration.

(a)The Company shall prepare and file, as soon as is reasonably practicable, but in no event later than the thirtieth (30^th) day following the date hereof (the “Filing Date”), a Registration Statement under the Securities Act covering the resale of the Registrable Securities and shall use its best efforts to cause the Registration Statement to become effective as expeditiously as possible, but in no event later than the earlier of (i) the one hundred twentieth (120^th) day following the date hereof or (ii) the third day following the date on which the Company is notified by the Commission that the Registration Statement will not be reviewed or is no longer subject to further review and comments (the “Effectiveness Date”), and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is six (6) years following the date hereof (the “Effectiveness Period”).

(b)If:

(i)the Registration Statement is not filed with the Commission on or prior to the Filing Date (if the Company files the Registration Statement with the Commission without affording the Holder the opportunity to review and comment on the same as required by Section 5(a), the Company shall be deemed not to have filed the Registration Statement with the Commission on or prior to the Filing Date), or

(ii)the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within two (2) days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed,” or not subject to further review, or

(iii)the Registration Statement filed or required to be filed hereunder is not declared effective by the Commission by the Effectiveness Date, or

(iv)after the date that the Registration Statement is initially declared effective by the Commission (the “Effective Date”), the Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities, or the Holder is not permitted to utilize the Prospectus therein to resell such Registrable Securities, or

(v)the Company fails to issue to the Holder certificates representing the Registrable Securities within the timeframe provided for in the respective Securities,

(any such failure or breach being referred to as an “Event,” and for purposes of clause (i), (iii), (iv) or (v), the date on which such Event occurs, or for purposes of clause (ii) the date on which such two (2) day period is exceeded, being referred to as “Event Date”), then for an Event: (x) on each such Event Date, the Company shall pay to the Holder an amount in cash, as liquidated damages and not as a penalty, equal to one and one-half percent (1.5%) of the initial Aggregate Principal Amount; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to the Holder an amount in cash, as liquidated damages and not as a penalty, equal to one and one-half percent (1.5%) of the initial Aggregate Principal Amount. Notwithstanding the foregoing, no damages shall be payable with respect to an Event if liquidated damages are payable hereunder with respect to another Event at such time. If the Company fails to pay any liquidated damages pursuant to this Section in full within fifteen (15) days after the date payable, the Company will pay interest thereon at a rate of sixteen percent (16%) per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.

(c)[intentionally omitted]

(d)The Company represents and warrants that it is not a party to, or otherwise subject to, any agreement, other than this Agreement, granting registration rights to any other Person with respect to any securities of the Company and agrees that it will not include any securities of the Company, other than the Registrable Securities, in the Registration Statement. Notwithstanding the foregoing, the Company may include in the Registration Statement up to 50,000 shares of Common Stock on behalf of Anslow & Jaclin, LLP.

3.Expenses of Registration.

All Registration Expenses incurred in connection with the Registration Statement pursuant to Section 2 hereof shall be borne by the Company. All Selling Expenses relating to securities registered on behalf of the Holder shall be borne by the Holder.

4.Holdback Agreements.

The Company agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the ten (10) day period prior to, and during the ninety (90) day period following, the Effective Date. None of the Company’s executive officers, directors, or holders of at least 5% of the outstanding Common Stock will effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such periods.

5.Registration Procedures.

The Company will use its best efforts to effect the registration of the Registrable Securities in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company will under the time frames provided herein, or if not so provided, as expeditiously as possible:

(a)prepare and file with the Commission the Registration Statement on any appropriate form for which the Company qualifies with respect to such Registrable Securities and use its best efforts to cause the Registration Statement to become effective (provided that before filing the Registration Statement or Prospectus or any amendments or supplements thereto, the Company will (i) furnish to the counsel selected by the Holder copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel for a period of seven (7) days following the receipt thereof, and (ii) notify the Holder covered by such registration of any stop order issued or threatened by the Commission);

(b)prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be reasonably necessary to keep the Registration Statement effective for the Effectiveness Period or until the time by which all of the Registrable Securities have been sold, and comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities during such period in accordance with the intended methods of disposition by the Holder set forth in the Registration Statement;

(c)furnish to the Holder such number of copies of the Registration Statement, each amendment and supplement thereto, the Prospectus included in the Registration Statement (including each preliminary Prospectus) and such other documents as the Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Holder;

(d)use its best efforts to register or qualify the Registrable Securities under the securities or blue sky laws of such jurisdictions as the Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by the Holder (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 5(d), (ii) subject itself to taxation in any jurisdiction or (iii) take any action that would subject it to general service of process in any such jurisdiction);

(e)promptly notify the Holder, at any time when the Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in the Registration Statement contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleading, and the Company will prepare and deliver to the Holder a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;

(f)cause all Registrable Securities to be listed on each securities exchange or quoted on Nasdaq or other quotation medium, if any, on which similar securities issued by the Company are then listed or quoted;

(g)provide a transfer agent for all Registrable Securities not later than the Effective Date;

(h)enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the Holder or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of the Registrable Securities;

(i)make available for inspection by the Holder, any underwriter participating in any disposition pursuant to the Registration Statement and any attorney, accountant or other agent retained by the Holder or underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by the Holder, underwriter, attorney, accountant or agent in connection with the Registration Statement and (ii) to participate in presentations to prospective purchasers as reasonably requested by any underwriter;

(j)otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the Effective Date, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(k)in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any shares of Common Stock included in the Registration Statement for sale in any jurisdiction, use its best efforts promptly to obtain the withdrawal of such order;

(l)if requested by the Holder, obtain a so-called “cold comfort” letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters;

(m)use its best efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Holder to consummate the disposition of such Registrable Securities.

6.Indemnification.

(a)The Company agrees to indemnify, to the fullest extent permitted by applicable law, the Holder, its officers, directors, members and managers, and each Person who controls the Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities, expenses or any amounts paid in settlement of any litigation, investigation or proceeding commenced or threatened (collectively, “Claims”) to which each such indemnified party may become subject under the Securities Act insofar as such Claim arose out of (i) any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by the Holder expressly for use therein. In connection with an underwritten offering, the Company will indemnify the underwriters, their officers and directors and each Person who controls the underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder.

(b)The Holder will, to the fullest extent permitted by applicable law, indemnify the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any and all Claims to which each such indemnified party may become subject under the Securities Act insofar as such Claim arose out of (i) any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that with respect to a Claim arising pursuant to clause (i) or (ii) above, the material misstatement or omission is contained in information the Holder provided to the Company expressly for use therein; provided, further, that the obligation to indemnify will be limited to the amount of proceeds received by the Holder from the sale of Registrable Securities pursuant to the Registration Statement.

(c)Any Person entitled to indemnification hereunder will give written notice to the indemnifying party of any claim with respect to which it seeks indemnification (but the failure to provide such notice shall not release the indemnifying party of its obligation under paragraphs (a) and (b) unless, and then only to the extent that, the indemnifying party has been prejudiced by such failure to provide such notice). At the request of the indemnified party, the indemnifying party shall assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.

(d)The indemnifying party shall not be liable to indemnify an indemnified party for any settlement, or consent to judgment of any such action effected without the indemnifying party’s written consent (but such consent will not be unreasonably withheld, delayed or conditioned). Furthermore, if the indemnifying party assumes the defense of a claim, the indemnifying party shall not, except with the prior written approval of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to each indemnified party of a release (in form and substance satisfactory to each indemnified party) from all liability in respect of such claim or litigation without any payment or consideration provided by each such indemnified party.

(e)If the indemnification provided for in this Section 6 is unavailable to an indemnified party under clauses (a) and (b) above in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company, the underwriters, and the Holder from the sale of the Registrable Securities pursuant to the registered offering of securities for which indemnity is sought but also the relative fault of the Company, the underwriters and the Holder in connection with the misstatement or omission which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, the underwriters and the Holder shall be deemed to be based on the relative relationship of the total net proceeds from the offering (before deducting expenses) to the Company, the total underwriting commissions and fees from the offering (before deducting expenses) to the underwriters and the total net proceeds from the offering (before deducting expenses) to the Holder. The relative fault of the Company, the underwriters and the Holder shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Holder and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided that in no event shall the liability of the Holder hereunder be greater in amount than the dollar amount of the proceeds received by the Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(f)The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and will survive the transfer of the Registrable Securities.

7.Transfer of Registration Rights.

The rights granted to the Holder under this Agreement may be assigned to any Person in connection with any transfer or assignment of Registrable Securities by the Holder.

8.Exchange Act Compliance.

The Company shall comply with all of the reporting requirements of the Exchange Act then applicable to it, if any, and shall comply with all other public information reporting requirements of the Commission which are conditions to the availability of Rule 144 for the sale of the Registrable Securities. The Company shall cooperate with the Holder in supplying such information as may be necessary for such Holder to complete and file any information reporting forms presently or hereafter required by the Commission as a condition to the availability of Rule 144.

9.Miscellaneous.

(a)No Inconsistent Agreements. So long as the Holder owns any Registrable Securities, the Company will not enter into any agreement that is inconsistent with or violates the rights granted hereunder to the Holder, including, without limitation, any agreement that would require the Company to register any of its securities with priority with respect to registration over the rights granted to the Holder hereunder, without the prior written consent of the Holder.

(b)Remedies. The Holder will be entitled to enforce its rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that the Holder may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.

(c)Amendments and Waivers. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and the Holder.

(d)Successors and Assigns. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of Holder are also for the benefit of, and enforceable by, any transferee of Registrable Securities, in accordance with Section 7 hereof.

(e)Severability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired thereby.

(f)Counterparts and Facsimile. This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute one agreement. This Agreement may be signed and delivered to the other party by facsimile transmission; such transmission shall be deemed a valid signature.

(g)Descriptive Headings. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(h)Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to conflicts of laws rules or principles.

(i)Notices. All notices, demands and requests of any kind to be delivered to any party in connection with this Agreement shall be in writing and shall be deemed to have been duly given if personally or hand delivered or if sent by a recognized overnight courier or by registered or certified mail, return receipt requested and postage prepaid, or by facsimile transmission, addressed as follows:

(i)if to the Company, to:

Comprehensive Healthcare Solutions, Inc.

45 Ludlow Street, Suite 602

Yonkers, New York 10705

Attention: John H. Treglia, Chairman of the Board & Chief Executive Officer

Facsimile: (914) 375-3696

with a copy to:

Anslow & Jaclin, LLP

195 Route 9, Suite 204

Manalapan, New Jersey 07726

Attention: Gregg E. Jaclin, Esq.

Facsimile: (732) 577-1188

(ii)if to the Holder, to:

Comprehensive Associates LLC

64 Shelter Lane

Roslyn, New York 11577

Attention: Robyn Schreiber

Facsimile: (516) 621-9172

with a copy to:

Certilman Balin Adler & Hyman, LLP

90 Merrick Avenue, 9th Floor

East Meadow, New York 11554

Attention: Fred Skolnik, Esq.

Facsimile: (516) 296-7111

or to such other address as the party to whom notice is to be given may have furnished to the other party hereto in writing in accordance with provisions of this Section 9(i). Any such notice or communication shall be deemed to have been effectively given (i) in the case of personal or hand delivery, on the date of such delivery, (ii) in the case of a recognized overnight delivery courier, on the business day after the date when sent or earlier upon receipt of evidence of acceptance of delivery, (iii) in the case of mailing, on the third business day following that day on which the piece of mail containing such communication is posted and (iv) in the case of facsimile transmission, on the date of transmission.

(j)Entire Agreement. This Agreement constitutes the full and entire understanding and agreement of the parties with regard to the subject matter hereof and supersedes all prior agreements and understandings among the parties with respect thereto.

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

COMPREHENSIVE HEALTHCARE SOLUTIONS, INC.

By: /s/ John Treglia

John H. Treglia,

Chairman of the Board & Chief Executive Officer

COMPREHENSIVE ASSOCIATES LLC

By: The Nybor Group, Inc., Managing Member

By:/s/ Robyn Schreiber

 Robyn Schreiber, President

Agreed as to Section 4:

/s/ John H. Treglia

John H. Treglia

/s/ Paul Rothman

Paul Rothman

/s/ Carlyn A. Barr

Carlyn A. Barr

/s/ Dr. Frank J. Castanaro

Dr. Frank J. Castanaro