WARRANT TO PURCHASE SHARES OF COMMON STOCK

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.

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 3, 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 .

(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

(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

(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 Co