COMPREHENSIVE HEALTHCARE SOLUTIONS, INC. REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the “ Agreement ”) is made as of August 3, 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 ”).

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.

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,  (any such failure or breach being referred to as an “ Event ,” and for purposes of clause (i), (iii) or (iv), 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.

(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 St