CONSULTING AGREEMENT

CONSULTING AGREEMENT , dated as of August 3, 2005 (the “ Effective Date ”), by and between COMPREHENSIVE HEALTHCARE SOLUTIONS, INC. , a Delaware corporation (the “ Company ”), and COMPREHENSIVE ASSOCIATES LLC , a New York limited liability company (the “ Consultant ”).

WHEREAS , the Company desires to engage the Consultant and the Consultant desires to be engaged by the Company upon the terms and conditions set forth herein.

NOW THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and the covenants and agreements set forth herein, the parties agree as follows:

1.    Retention; Duties . Subject to the terms and conditions set forth herein, the Company hereby retains the Consultant, and the Consultant hereby accepts such retention, to act as a consultant with respect to the Company’s business and operations. The Consultant shall provide such services as shall be reasonably requested by the President or Chief Executive Officer of the Company. The Consultant shall devote such time, in its discretion, during regular business hours, as shall be necessary to perform such requested services, but in no event shall the Consultant be required to devote more than five (5) hours per week in performing such services. The Consultant may provide such services in person or by telephone from any location which is convenient to it. The Company acknowledges that the services of the Consultant hereunder are not full-time and that the Consultant shall have the right to provide services for other persons and entities during the Consulting Term (as hereinafter defined).

2.    Term .

(a)    The term of this Agreement (the “ Consulting Term ”) shall commence as of the Effective Date, and subject to Section 2(b) below, shall continue until the first anniversary of the Effective Date.

(b)    Notwithstanding Section 2(a) above, the Company shall have the right to immediately terminate this Agreement at any time upon written notice to the Consultant. However, notwithstanding any such termination of this Agreement by the Company, the Consultant shall be entitled to retain the compensation provided for herein.

3.    Compensation.  

(a)    In consideration for the Consultant’s agreement to provide services hereunder, simultaneously herewith, the Company is issuing to the Consultant warrants for the purchase of an aggregate of five million (5,000,000) shares of the Company’s common stock (the “ Warrants ”), which Warrants shall be exercisable for a period of five (5) years commencing on the date of issuance and shall provide for the following exercise prices, subject to adjustment as provided for in the Warrants:

(b)    The Company acknowledges and agrees that the Warrants are fully earned upon the execution hereof and the right to exercise the Warrants shall not be subject to any claim by the Company that the Consultant did not provide sufficient services, or improperly provided the services, provided for in Section 1 hereof.

4.    Independent Contractor . The relationship created hereunder is that of the Consultant acting as an independent contractor. It is expressly acknowledged and agreed that the Consultant shall have no authority to bind the Company to any agreement or obligation with any third party.

5.    Representations and Warranties of the Consultant . The Consultant hereby represents and warrants to the Company as follows:

(a)    It has the power to execute and deliver this Agreement and to perform the duties and responsibilities contemplated hereby.

(b)    Neither the execution of this Agreement nor its performance hereunder will (i) violate, conflict with or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under the